<PAGE>
 
                                                                     EXHIBIT 3.2

                                                                       Exhibit A
                                                                       ---------

                          THIRD AMENDED AND RESTATED
                                    BY-LAWS
                                      OF
                         PHYSICIANS QUALITY CARE, INC.
<PAGE>
 
                          THIRD AMENDED AND RESTATED
                                    BY-LAWS
                               TABLE OF CONTENTS


                                                                   Page


ARTICLE 1 -- Stockholders..........................................   1

      1.1.  Place of Meetings......................................   1
            -----------------
      1.2.  Annual Meeting.........................................   1
            --------------
      1.3.  Special Meetings.......................................   1
            ----------------
      1.4.  Notice of Meetings.....................................   1
            ------------------
      1.5.  Voting List............................................   1
            -----------
      1.6.  Quorum.................................................   2
            ------
      1.7.  Adjournments...........................................   2
            ------------
      1.8.  Voting and Proxies.....................................   2
            ------------------
      1.9.  Acting at Meeting......................................   2
            -----------------
     1.10.  Action without Meeting.................................   3
            ----------------------

ARTICLE 2 -- Directors.............................................   3

      2.1.  General Powers.........................................   3
            ---------------
      2.2.  Number: Election and Qualification.....................   3
            ----------------------------------
      2.3.  Tenure.................................................   4
            ------
      2.4.  Vacancies..............................................   4
            ---------
      2.5.  Resignation............................................   5
            -----------
      2.6.  Regular Meetings.......................................   5
            ----------------
      2.7.  Special Meetings.......................................   5
            ----------------
      2.8.  Notice of Special Meetings.............................   5
            --------------------------
      2.9.  Meetings by Telephone Conference Calls.................   5
            --------------------------------------
     2.10.  Quorum.................................................   6
            -------
     2.11.  Action at Meeting......................................   6
            -----------------
     2.12.  Action by Consent......................................   6
            -----------------
     2.13.  Removal................................................   6
            -------
     2.14.  Committees.............................................   6
            ----------
     2.15.  Compensation of Directors..............................   7
            -------------------------

ARTICLE 3 -- Officers..............................................   7

      3.1.  Enumeration............................................   7
            -----------
      3.2.  Election...............................................   7
            --------
      3.3.  Qualification..........................................   7
            -------------
      3.4.  Tenure.................................................   7
            ------
      3.5.  Duties.................................................   8
            ------
                                      -i-
<PAGE>
 
      3.6.  Resignation and Removal................................   8
            -----------------------
      3.7.  Vacancies..............................................   8
            ---------
      3.8.  Chairman of the Board and Vice-Chairman of the Board...   8
            ----------------------------------------------------
      3.9.  Chief Executive Officer................................   8
            -----------------------
      3.10. President..............................................   9
            ---------
      3.11. Vice Presidents........................................   9
            ---------------
      3.12. Secretary and Assistant Secretaries....................   9
            -----------------------------------
      3.13. Treasurer and Assistant Treasurers.....................   9
            ----------------------------------
      3.14. Salaries...............................................  10
            --------

ARTICLE 4 -- Capital Stock.........................................  10

      4.1.  Issuance of Stock......................................  10
            -----------------
      4.2.  Certificates of Stock..................................  10
            ---------------------
      4.3.  Transfers..............................................  11
            ---------
      4.4.  Lost, Stolen or Destroyed Certificates.................  11
            --------------------------------------
      4.5.  Record Date............................................  11
            -----------

ARTICLE 5 -- General Provision.....................................  12

      5.1.  Fiscal Year............................................  12
            -----------
      5.2.  Corporate Seal.........................................  12
            --------------
      5.3.  Waiver of Notice.......................................  12
            ----------------
      5.4.  Voting of Securities...................................  12
            --------------------
      5.5.  Evidence of Authority..................................  12
            ---------------------
      5.6.  Certificate of Incorporation...........................  13
            ----------------------------
      5.7.  Transactions with Interested Parties...................  13
            ------------------------------------
      5.8.  Severability...........................................  13
            ------------
      5.9.  Pronouns...............................................  13
            --------

ARTICLE 6 -- Amendments............................................  14

      6.1.  By the Board of Directors..............................  14
            -------------------------
      6.2.  By the Stockholders....................................  14
            -------------------

                                      -ii-
<PAGE>
 
                          THIRD AMENDED AND RESTATED
                                    BY-LAWS
                                      OF
                         PHYSICIANS QUALITY CARE, INC.


                           ARTICLE 1 -- Stockholders
                           ------------------------- 

     1.1. Place of Meetings.  All meetings of stockholders shall be held at such
          -----------------                                                     
place within or without the State of Delaware as may be designated from time to
time by the Board of Directors or the President or, if not so designated, at the
registered office of the corporation.

     1.2. Annual Meeting.  The annual meeting of stockholders for the election
          --------------                                                      
of directors and for the transaction of such other business as may properly be
brought before the meeting shall be held on a date to be fixed by the Board of
Directors or the President (which date shall not be a legal holiday in the place
where the meeting is to be held) at the time and place to be fixed by the Board
of Directors or the President and stated in the notice of the meeting.  If no
annual meeting is held in accordance with the foregoing provisions, the Board of
Directors shall cause the meeting to be held as soon thereafter as convenient.
If no annual meeting is held in accordance with the foregoing provisions, a
special meeting may be held in lieu of the annual meeting, and any action taken
at that special meeting shall have the same effect as if it had been taken at
the annual meeting, and in such case all references in these Bylaws to the
annual meeting of the stockholders shall be deemed to refer to such special
meeting.

     1.3. Special Meetings.  Special meetings of stockholders may be called at
          ----------------                                                    
any time by the President or by any member of the Board of Directors.  Business
transacted at any special meeting of stockholders shall be limited to matters
relating to the purpose or purposes stated in the notice of the meeting.

     1.4. Notice of Meetings.  Except as otherwise provided by law, written
          ------------------                                               
notice of each meeting of stockholders, whether annual or special, shall be
given not less than 10 nor more than 60 days before the date of the meeting to
each stockholder entitled to vote at such meeting.  The notices of all meetings
shall state the place, date and hour of the meeting.  The notice of a special
meeting shall state, in addition, the purpose or purposes for which the meeting
is called.  If mailed, notice is given when deposited in the United States mail,
postage prepaid, directed to the stockholder at his address as it appears on the
records of the corporation.

     1.5. Voting List.  The officer who has charge of the stock ledger of the
          -----------                                                        
corporation shall prepare, at least 10 days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the 

                                      -1-
<PAGE>
 
meeting, during ordinary business hours, for a period of at least 10 days prior
to the meeting, at a place within the city where the meeting is to be held. The
list shall also be produced and kept at the time and place of the meeting during
the whole time of the meeting, and may be inspected by any stockholder who is
present.

     1.6. Quorum.  Except as otherwise provided by law, the Certificate of
          ------                                                          
Incorporation or these By-laws, the holders of a majority of the shares (or, if
there are two or more classes of stock entitled to vote as separate classes, the
holders of a majority of the shares of such class) of the capital stock of the
corporation issued and outstanding and entitled to vote at the meeting, present
in person or represented by proxy, shall constitute a quorum for the transaction
of business.

     1.7. Adjournments.  Any meeting of stockholders may be adjourned to any
          ------------                                                      
other time and to any other place at which a meeting of stockholders may be held
under these Bylaws by the stockholders present or represented at the meeting and
entitled to vote, although less than a quorum, or, if no stockholder is present,
by any officer entitled to preside at or to act as Secretary of such meeting.
It shall not be necessary to notify any stockholder of any adjournment of less
than 30 days if the time and place of the adjourned meeting are announced at the
meeting at which adjournment is taken, unless after the adjournment a new record
date is fixed for the adjourned meeting.  At the adjourned meeting, the
corporation may transact any business which might have been transacted at the
original meeting.

     1.8. Voting and Proxies.  Each stockholder shall have one vote for each
          ------------------                                                
share of stock entitled to vote held of record by such stockholder and a
proportionate vote for each fractional share so held, unless otherwise provided
in the Certificate of Incorporation.  Each stockholder of record entitled to
vote at a meeting of stockholders, or to express consent or dissent to corporate
action in writing without a meeting, may vote or express such consent or dissent
in person or may authorize another person or persons to vote or act for him by
written proxy executed by the stockholder or his authorized agent and delivered
to the Secretary of the corporation. No such proxy shall be voted or acted upon
after three years from the date of its execution, unless the proxy expressly
provides for a longer period.

     1.9. Acting at Meeting.  When a quorum is present at any meeting, the
          -----------------                                               
holders of shares of stock representing a majority of the votes cast on a matter
(or if there are two or more classes of stock entitled to vote as separate
classes, then in the case of each such class, the holders of shares of stock of
that class representing a majority of the votes cast on a matter) shall decide
any matter to be voted upon by the stockholders at such meeting, except when a
different vote is required by express provision of law, the Certificate of
Incorporation or these By-Laws.  When a quorum is present at any meeting, any
election of directors by stockholders shall be determined by a majority of the
votes cast on the election.

                                      -2-
<PAGE>
 
     1.10. Action without Meeting.  Any action required or permitted to be taken
           ----------------------                                               
at any annual or special meeting of stockholders of the corporation may be taken
without a meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, is signed by the holders of
outstanding stock (or, if there are two or more classes of stock entitled to
vote as separate classes, by the holders of outstanding stock of that class
entitled to vote on such action) 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 on such action were present and voted.  Prompt
notice of the taking of corporate action without a meeting by less than
unanimous written consent shall be given to those stockholders who are entitled
to vote on such action and have not consented in writing.

                            ARTICLE 2 -- Directors
                            ----------------------

     2.1. General Powers.  The business and affairs of the corporation shall be
          --------------                                                       
managed by or under the direction of a Board of Directors, who may exercise all
of the powers of the corporation except as otherwise provided by law or the
Certificate of Incorporation.  In the event of a vacancy in the Board of
Directors, the remaining directors, except as otherwise provided by law, may
exercise the powers of the full Board until the vacancy is filled.

     2.2. Number: Election and Qualification.
          ---------------------------------- 

          2.2.1.  The number of directors which shall constitute the whole Board
     of Directors shall be thirteen.  The number of directors may be decreased
     at any time and from time to time either by the stockholders or by a
     majority of the directors then in office, but only to eliminate vacancies
     existing by reason of the death, resignation, removal or expiration of the
     term of one or more directors.  The directors shall be elected at the
     annual meeting of stockholders by such stockholders as have the right to
     vote on such election.  Directors need not be stockholders of the
     corporation.

          2.2.2.  As used in these By-laws, the term Class B and C Directors
     shall mean directors of the corporation who are elected directors in manner
     specified in Sections 2.2.3(b), 2.2.3(c) and 2.2.3(d) the term Class A
     Directors shall mean directors of the corporation who are elected directors
     in the manner specified in Sections 2.2.3.(a) and the term Common Stock
     Directors shall mean directors of the corporation who are elected directors
     in the manner specified in Section 2.2.3.(e).

          2.2.3.  So long as there are issued and outstanding shares of Class B-
     1, Class B-2 or Class C Common Stock, the number of directors shall be set
     at thirteen and the directors shall be divided into classes and elected as
     follows:

                                      -3-
<PAGE>
 
               (1)  Class A Directors.  The holders of record of outstanding
                    shares of Class A Common Stock, voting separately as a
                    single class, shall be entitled to elect two directors of
                    the Corporation;

               (2)  Class B-1 Directors.  The holders of record of outstanding
                    shares of Class B-1 Common Stock, voting separately as a
                    single class, shall be entitled to elect one director of the
                    Corporation;

               (3)  Class B-2 Directors.  The holders of record of outstanding
                    shares of Class B-2 Common Stock, voting separately as a
                    single class, shall be entitled to elect one director of the
                    Corporation;

               (4)  Class C Directors.  The holders of record of outstanding
                    shares of Class C Common Stock, voting separately as a
                    single class, shall be entitled to elect two directors of
                    the Corporation; and

               (5)  Common Stock Directors.  The holders of record of
                    outstanding shares of Common Stock, voting together as a
                    single class, shall be entitled to elect seven directors of
                    the Corporation.

     2.3. Tenure.  Each director shall hold office until the next annual meeting
          ------                                                                
and until his successor is elected and qualified, or until his earlier death,
resignation or removal.

     2.4. Vacancies.  Any vacancy in the Board of Directors, however occurring,
          ---------                                                            
including a vacancy resulting from an enlargement of the Board, shall be filled
by vote of the holders of a majority of the outstanding shares of the class or
classes of Common Stock which was entitled to elect the director whose office is
vacant.  Any such vacancy shall automatically reduce the number of directors
constituting the entire Board of Directors pro tanto, until such time as the
holders of the class of Common Stock which was entitled to elect the director
whose office is vacant shall have exercised their right to elect a director to
fill the vacancy, whereupon the number of directors constituting the entire
Board of Directors shall be automatically increased pro tanto.

     2.5. Resignation.  Any director may resign by delivering his written
          -----------                                                    
resignation to the corporation at its principal office or to the President or
Secretary. Such resignation shall be effective upon receipt unless it is
specified to be effective at some other time or upon the happening of some other
event.

     2.6. Regular Meetings.  Regular meetings of the Board of Directors may be
          ----------------                                                    
held without notice at such time and place, either within or without the State
of Delaware, as shall be determined from time to time by the Board of Directors;
provided that any director who is absent when such a determination is made shall
be given notice of the determination.  A regular meeting 

                                      -4-
<PAGE>
 
of the Board of Directors may be held without notice immediately after and at
the same place as the annual meeting of stockholders.

     2.7.  Special Meetings.  Special meetings of the Board of Directors may be
           ----------------                                                    
held at any time and place, within or without the State of Delaware, designated
in a call by the Chairman of the Board, President, two or more directors, or by
one director in the event that there is only a single director in a particular
class then in the office.

     2.8.  Notice of Special Meetings.  Notice of any special meeting of
           --------------------------                                   
directors shall be given to each director by the Secretary or by the officer or
one of the directors calling the meeting.  Notice shall be duly given to each
director (i) by giving notice to such director in person or by telephone at
least 48 hours in advance of the meeting, (ii) by sending a telegram or telex,
or delivering written notice by hand, to his last known business or home address
at least 48 hours in advance of the meeting, or (iii) by mailing written notice
to his last known business or home address at least 72 hours in advance of the
meeting.  A notice or waiver of notice of a meeting of the Board of Directors
need not specify the purposes of the meeting; provided, however, notice of any
meeting of the Board of Directors called for the purpose of voting on a Class B
and C Director Action (as defined in the Certificate of Incorporation) shall
specify that a Class B and C Director Action will be voted on at the meeting.
Such a notice shall constitute notice to the Class A Directors and Common Stock
Directors that such meeting shall be the sole opportunity for the Class A
Directors and the Common Stock Directors to consult with the Class B and C
Directors about such proposed Class B and C Director Action.

     2.9.  Meetings by Telephone Conference Calls.  Directors or any members of
           --------------------------------------                              
any committee designated by the directors may participate in a meeting of the
Board of Directors or such committee 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 by such means shall constitute
presence in person at such meeting.

     2.10. Quorum.  A majority of the total number of the whole Board of
           ------                                                       
Directors shall constitute a quorum at all meetings called in accordance with
Section 2.8 of the Board of Directors, provided, however, in the case of any
Class B and Class C Director Action or any meeting held while a Class B and C
Director Control Event, (as defined in the Certificate of Incorporation) is in
effect, a quorum shall only exist if the Class B and Class C Directors present
at the meeting hold a majority of the total votes entitled to be cast at such
meeting and so long as (i) there are Class B Directors at least one Class B
Director is present and (ii) there are any Class C Directors at least one Class
C Director is present.  In the event one or more of the directors shall be
disqualified to vote at any meeting, then the required quorum shall be reduced
by one for each such director so disqualified; provided, however, that in no
case shall less than one-third (1/3) of the number so fixed constitute a quorum.
In the absence of a quorum at any such meeting, a majority of the directors
present may adjourn the meeting from time to time without further notice other
than announcement at the meting, until a quorum shall be present.

                                      -5-
<PAGE>
 
     2.11. Action at Meeting.  At any meeting of the Board of Directors at which
           -----------------                                                    
a quorum is present, a majority of all votes cast shall be sufficient to take
any action, unless a different vote is specified by law, the Certificate of
Incorporation or these By-Laws.  Except as provided otherwise herein or in the
Certificate of Incorporation, each director shall be entitled to one vote on all
matters to be voted on by the directors and the directors shall vote together as
a single class on all matters to which the Board of Directors is entitled to
vote.

     2.12. Action by Consent.  Any action required or permitted to be taken at
           -----------------                                                  
any meeting of the Board of Directors or of any committee of the Board of
Directors may be taken without a meeting, if all members of the Board or
committee, as the case may be, consent to the action in writing, and the written
consents are filed with the minutes of proceedings of the Board or committee.

     2.13. Removal.  Except as otherwise provided by the General Corporation Law
           -------                                                              
of Delaware, any one or more or all of the directors may be removed, with or
without cause, by the holders of a majority of the shares then entitled to vote
at an election of directors, except that the directors elected by the holders of
a particular class or series of stock may be removed, with or without cause,
only by vote of the holders of a majority of the outstanding shares of such
class or series.

     2.14. Committees.  The Board of Directors may, by resolution passed by a
           ----------                                                        
majority of the whole Board, designate one or more committees, each committee to
consist of one or more of the directors of the corporation.  The Board may
designate one or more directors as alternate members of any committee, who may
replace any absent of disqualified member at any meeting of the committee.  In
the absence or disqualification of a member of a committee, the member or
members of the committee present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any such absent or disqualified member.  Any such committee, to the extent
provided in the resolution of the Board of Directors and subject to the
provisions of the General Corporation Law of the State of Delaware, shall have
and may exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the corporation and may authorize the
seal of the corporation to be affixed to all papers which may require it
provides that no Class B and C Director Action or a Restricted Action shall be
assigned to any Committee.  Each such committee shall keep minutes and make such
reports as the Board of Directors may from time to time request.  Except as the
Board of Directors may otherwise determine, any committee may make rules for the
conduct of its business, but unless otherwise provided by the directors or in
such rules, its business shall be conducted as nearly as possible in the same
manner as is provided in these By-laws for the Board of Directors.

     2.15. Compensation of Directors.  Directors may be paid such compensation
           -------------------------                                          
for their services and such reimbursement for expenses of attendance at meetings
as the Board of 

                                      -6-
<PAGE>
 
Directors may from time to time determine. No such payment shall preclude any
director from servicing the corporation or any of its parent or subsidiary
corporations in any other capacity and receiving compensation for such service.


                             ARTICLE 3 -- Officers
                             ---------------------

     3.1. Enumeration.  The officers of the corporation shall consist of a Chief
          -----------                                                           
Executive Officer, a President, a Secretary, a Treasurer and such other officers
with such other titles as the Board of Directors shall determine, including a
Chairman of the Board, a Vice-Chairman of the Board, and one or more Vice
Presidents, Assistant Treasurers, and the Assistant Secretaries.  The Board of
Directors may appoint such other officers as it may deem appropriate.

     3.2. Election.  The President, Treasurer and Secretary shall be elected
          --------                                                          
annually by the Board of Directors at its first meeting following the annual
meeting of stockholders.  Other officers may be appointed by the Board of
Directors at such meeting or at any other meeting.

     3.3. Qualification.  No officer need be a stockholder.  Any two or more
          -------------                                                     
offices may be held by the same person.

     3.4. Tenure.  Except as otherwise provided by law, by the Certificate of
          ------                                                             
Incorporation or by these By-laws, each officer shall hold office until his
successor is elected and qualified, unless a different term is specified in the
vote choosing or appointing him, or until his earlier death, resignation or
removal.

     3.5. Duties.  Each officer shall take all reasonable, necessary and
          ------                                                        
desirable measures to implement the decisions and actions of the Board of
Directors, including Class B and C Director Action or actions, authorizations or
directives of the Class B and C Directors following a Class B and C Director
Control Event.

     3.6. Resignation and Removal.  Any officer may resign by delivering his
          -----------------------                                           
written resignation to the corporation at its principal office or to the
President or Secretary.  Such resignation shall be effective upon receipt unless
it is specified to be effective at some other time or upon the happening of some
other event.

     Any officer may be removed at any time, with or without cause, by vote of a
majority of the entire number of directors then in office.

     Except as the Board of Directors may otherwise determine, no officer who
resigns or is removed shall have any right to any compensation as an officer for
any period following his resignation or removal, or any right to damages on
account of such removal, whether his compensation be by the month or by the year
or otherwise, unless such compensation is expressly provided in a duly
authorized written agreement with the corporation.

                                      -7-
<PAGE>
 
     3.7.  Vacancies.  Subject to the Certificate of Incorporation, the Board of
           ---------                                                            
Directors may fill any vacancy occurring in any office for any reason and may,
in its discretion, leave unfilled for such period as it may determine any
offices other than those of President, Treasurer, and Secretary.  Each such
successor shall hold office for the unexpired term of his predecessor and until
his successor is elected and qualified, or until his earlier death, resignation
or removal.

     3.8.  Chairman of the Board and Vice-Chairman of the Board.  The Board of
           ----------------------------------------------------               
Directors may appoint a chairman of the Board and may designate the Chairman of
the Board as Chief Executive Officer.  If the Board of Directors appoints a
Chairman of the Board, he shall perform such duties and possess such powers as
are assigned to him by the Board of Directors.  If the Board of Directors
appoints a Vice-Chairman of the Board, he shall, in the absence or disability of
the Chairman of the Board, perform the duties and exercise the powers of the
Chairman of the Board and shall perform such other duties and possess such other
powers as may from time tot time be vested in him by the Board of Directors.

     3.9.  Chief Executive Officer.  The Chief Executive Officer shall, subject
           -----------------------                                             
to the direction of the Board of Directors, have general charge and supervision
of the business of the corporation.  Unless otherwise provide by the Board of
Directors, he or she shall preside at all meetings of the stockholders and, if
he or she is a director, at all meetings of the Board of Directors.

     3.10. President.  Unless the Board of Directors has designated the Chairman
           ---------                                                            
of the Board or another officer as Chief Executive Officer, the President shall
be the Chief Executive Officer of the corporation.  The President shall perform
such other duties and shall have such other powers as the Board of Directors may
from time to time prescribe.

     3.11. Vice Presidents.  Any Vice President shall perform such duties and
           ---------------                                                   
possess such powers as the Board of Directors or the President may from time to
time prescribe.  In the event of the absence, inability or refusal to act of the
President, the Vice President (or if there shall be more than one, the Vice
Presidents in the order determined by the Board of Directors) shall perform the
duties of the President and when so performing shall have all the powers of and
be subject to all the restrictions upon the President.  The Board of Directors
may assign to any Vice President the title of Executive Vice President, Senior
Vice President or any other title selected by the Board of Directors.

     3.12. Secretary and Assistant Secretaries.  The Secretary shall perform
           -----------------------------------
such duties and shall have such powers as the Board Directors or the President
may from time to time prescribe. In addition, the Secretary shall perform such
duties and have such powers as are incident to the office of the secretary,
including without limitation the duty and power to give notices of all meetings
of stockholders and special meetings of the Board of Directors, to attend all
meetings of stockholders and the Board of Directors and keep a record of the
proceedings, to maintain a stock 

                                      -8-
<PAGE>
 
ledger and prepare lists of stockholders and their addresses as required, to be
custodian of corporate records and the corporate seal and to affix and attest to
the same on documents.

     Any Assistant Secretary shall perform such duties and possess such powers
as the Board of Directors, the President or the Secretary may from time t~time
prescribe. In the event of the absence, inability or refusal to act of the
Secretary, the Assistant Secretary, (or if there shall be more than one, the
Assistant Secretaries in the order determined by the Board of Directors) shall
perform the duties and exercise the powers of the Secretary.

     In the absence of the Secretary or any Assistant Secretary at any meeting
of stockholders or directors, the person presiding at the meeting shall
designate a temporary secretary to keep a record of the meeting.

     3.13. Treasurer and Assistant Treasurers.  The Treasurer shall perform such
           ----------------------------------                                   
duties and shall have such powers as may from time to time be assigned to him by
the Board of Directors or the President.  In addition, the Treasurer shall
perform such duties and have such powers as are incident to the office of
treasurer, including without limitation the duty and power to keep and be
responsible for all funds and securities of the corporation, to deposit funds of
the corporation in depositories selected in accordance with these By-laws, to
disburse such funds as ordered by the Board of Directors, to make proper
accounts of such funds, and to render as required by the Board of Directors
statements of all such transactions and of the financial condition of the
corporation.

     The Assistant Treasurers shall perform such duties and possess such powers
as the Board of Directors, the President or the Treasurer may from time to time
prescribe.  In the event of the absence, inability or refusal to act of the
Treasurer, the Assistant Treasurer (or if there shall be more than one, the
Assistant Treasurers in the order determined by the Board of Directors) shall
perform the duties and exercise the powers of the Treasurer.

     3.14. Salaries.  Officers of the corporation shall be entitled to such
           --------                                                        
salaries, compensation or reimbursement as shall be fixed or allowed from time
to time by the Board of Directors and as may be provided in the Certificate of
Incorporation.

                          ARTICLE 4 -- Capital Stock
                          --------------------------

     4.1.  Issuance of Stock.  Unless otherwise voted by the stockholders and
           -----------------                                                 
subject to the provisions of the Certificate of Incorporation, the whole or any
part of any unissued balance of the authorized capital stock of the corporation
or the whole or any part of any unissued balance of the authorized capital stock
of the corporation held in its treasury may be issued, sold, transferred or
otherwise disposed of by vote of the Board of Directors in such manner, for such
consideration and on such terms as the Board of Directors may determine.

                                      -9-
<PAGE>
 
     4.2.  Certificates of Stock.  Every holder of stock of the corporation
           ---------------------
shall be entitled to have a certificate, in such form as may be prescribed by
law and by the Board of Directors, certifying the number and class of shares
owned by him in the corporation. Each such certificate shall be signed by, or in
the name of the corporation by, the Chairman or Vice- Chairman, if any, of the
Board of Directors, or the Chief Executive Officer, President or a Vice
President, and the Treasurer or an Assistant Treasurer, or the Secretary or an
Assistant Secretary of the corporation. Any or all of the signatures on the
certificate may be a facsimile.

     Each certificate for shares of stock which are subject to any restrictions
on transfer pursuant to the Certificate of Incorporation, the By-laws,
applicable securities laws or any agreement among any number of shareholders or
among such holders and the corporation shall have conspicuously noted on the
face or back of the certificate either the full text of the restriction or a
statement of the existence of such restriction.

     If the corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of each certificate representing shares of such
class or series of stock, provided that in lieu of the foregoing requirements
there may be set forth on the face or back of each certificate representing
shares of such class or series of stock a statement that the corporation will
furnish without charge to each stockholder who so requests a copy of the full
text of the powers, designations, preferences and relative, participating,
option or other special rights of each class of stock or series thereof and the
qualifications, limitations or restrictions of such preferences and/or rights.

     4.3.  Transfers.  Except as otherwise established by rules and regulations
           ---------                                                           
adopted by the Board of Directors, and subject to applicable law and any
agreement among the Company and any number of Shareholders, shares of stock may
be transferred on the books of the corporation by the surrender to the
corporation or its transfer agent of the certificate representing such shares
properly endorsed or accompanied by a written assignment or power of attorney
properly executed, and with such proof of authority or the authenticity of
signature as the corporation or its transfer agent may reasonably require.
Except as may be otherwise required by law, by the Certificate of Incorporation
or by these By-laws, the corporation shall be entitled to treat the record
holder of stock as shown on its books as the owner of such stock for all
purposes, including the payment of dividends and the right to vote with respect
to such stock, regardless of any transfer, pledge or other disposition of such
stock until the shares have been transferred on the books of the corporation in
accordance with the requirements of -these By-laws.

     4.4.  Lost, Stolen or Destroyed Certificates.  The corporation may issue a
           --------------------------------------                              
new certificate of stock in place of any previously issued certificate alleged
to have been lost, stolen, or destroyed, upon such terms and conditions as the
Board of Directors may prescribe, including 

                                      -10-
<PAGE>
 
the presentation of reasonable evidence of such loss, theft or destruction and
the giving of such indemnity as the Board of Directors may require for the
protection of the corporation or any transfer agent or registrar.

     4.5. Record Date.  The Board of Directors may fix in advance a date as a
          -----------                                                        
record date for the determination of the stockholders entitled to notice of or
to vote at any meeting of stockholders or to express consent (or dissent) to
corporate action in writing without a meeting, or entitled to receive payment of
any dividend or other distribution or allotment of any rights in respect of any
change, conversion or exchange of stock, or for the purpose of any other lawful
action.  Such record date shall not be more than 60 no less than 10 days before
the date of such meeting, nor more than 10 days after the date of adoption of a
record date for a written consent without a meeting, nor more than 60 days prior
to any other action to which such record date relates.

     If no record date is fixed, the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be at the
close of business on the day before the day on which notice is given, or, if
notice is waived, at the close of business on the day before the day on which
the meeting is held.  The record date for determining stockholders entitled to
express consent to corporate action in writing without a meeting, when no prior
action by the Board of Directors in necessary, shall be the day on which the
first written consent is properly delivered to the corporation. The record date
for determining stockholders for any other purpose shall be at the close of
business on the day on which the Board of Directors adopts the resolution
relating to such purpose.

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

                        ARTICLE 5 -- General Provision
                        ------------------------------

     5.1. Fiscal Year.  Except as from time to time otherwise designated by the
          -----------                                                          
Board of Directors, the fiscal year of the corporation shall begin on the first
day of January in each year and end on the last day of December in each year.

     5.2. Corporate Seal.  The corporate seal shall be in such form as shall be
          --------------                                                       
approved by the Board of Directors.

     5.3. Waiver of Notice.  Whenever any notice whatsoever is required to be
          ----------------                                                   
given by law, by the Certificate of Incorporation or by these By-laws, a waiver
of such notice either in writing signed by the person entitled to such notice or
such person's duly authorized attorney, or by telegraph, cable or any other
available method, whether before, at or after the time stated in 

                                      -11-
<PAGE>
 
such waiver, or the appearance of such person or persons at such meeting in
person or by proxy, shall be deemed equivalent to such notice.

     5.4. Voting of Securities.  Except as the directors may otherwise
          --------------------                                        
designate, the President or Treasurer may waive notice of, and act as, or
appoint any person or persons to act as, proxy or attorney-in-fact for this
corporation (with or without power of substitution) at, any meeting of
stockholders or shareholders of any other corporation or organization, the
securities of which may be held by this corporation.

     5.5. Evidence of Authority.  A certificate by the Secretary, or an
          ---------------------                                        
Assistant Secretary, or a temporary Secretary, as to any action taken by the
stockholders, directors, a committee or any officer or representative of the
corporation shall as to all persons who rely on the certificate in good faith be
conclusive evidence of such action.

     5.6. Certificate of Incorporation.  All references in these By-laws to the
          ----------------------------                                         
Certificate of Incorporation shall be deemed to refer to the Certificate of
Incorporation of the corporation, as amended and in effect from time to time.

     5.7. Transactions with Interested Parties.  No contract or transaction
          ------------------------------------                             
between the corporation and one or more of the directors or officers, or between
the corporation and any other corporation, partnership, association, or other
organization in which one or more of the directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or a committee of the
Board of Directors which authorized the contract or transaction or solely
because his or their votes are counted for such purpose, if:

          (1)  The material facts as to this 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 or committee
               in good faith authorizes the contract or transaction by the
               affirmative votes of a majority of the disinterested directors,
               even though the disinterested directors be less than a quorum;

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

                                      -12-
<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 which
authorizes the contract or transaction.

     5.8. Severability.  Any determination that any~provision of these By-laws
          ------------                                                        
is for any reason inapplicable, illegal or ineffective shall not affect or
invalidate any other provision of these By-laws.

     5.9. Pronouns.  All pronouns used in these By-laws shall be deemed to refer
          --------                                                              
to the masculine, feminine or neuter, singular or plural, as the identity of the
person or persons may require.

                            ARTICLE 6 -- Amendments
                            -----------------------

     6.1. By the Board of Directors.  These By-laws may be altered, amended or
          -------------------------                                           
repealed or new by-laws may be adopted by the affirmative vote of a majority of
the directors present at any regular or special meeting of the Board of
Directors at which a quorum is present; provided, however, that no amendment may
be adopted which effects the provisions related to Class B and C Director
Actions or Class B and C Director Control Events without the approval of a
majority of the Class B and Class C Directors.

     6.2. By the Stockholders.  These By-laws may be altered, amended or
          -------------------                                           
repealed or new by-laws may be adopted by the affirmative vote of the holders of
a majority of the shares of the capital stock of the corporation issued and
outstanding and entitled to vote at any regular meeting of stockholders, or at
any special meeting of stockholders, provided notice of such alteration,
amendment, repeal or adoption of new by-laws shall have been stated in the
notice of such special meeting and provided, further, that no amendment may be
adopted which effects the provisions related to Class B and C Director Actions
or Class B and C Director Control Events without the approval of a majority of
the Class B and Class C Common Stock.

                                      -13-