<PAGE>
 
                                                                   Exhibit 3 (g)

                                    BYLAWS

                                      OF

                     FAMILY TELECOMMUNICATIONS INCORPORATED


                                   ARTICLE I

                  NAME, REGISTERED OFFICE AND REGISTERED AGENT

     Section 1.1.  Name.  The name of this Corporation is:  Family
Telecommunications Incorporated.

     Section 1.2. The registered Office and Registered Agent.  The address of
the registered office of this Corporation is 376 East 400 South, Suite 300, Salt
Lake City, Utah 84111. The name of the registered agent of this Corporation at
that address is Gary R. Henrie. The Corporation shall at all times maintain a
registered office. The location of the registered office may be changed by the
Board of Directors. The Corporation may also have offices in such other places
as the Board may from time to time designate.

                                  ARTICLE III

                              SHAREHOLDER MEETINGS

     Section 2.1.  Annual Meeting.  The annual meeting of the shareholders of
the Corporation shall be held at such place within or without the State of Utah
as shall be set forth in compliance with these Bylaws.  The meeting shall be
held of the first Monday in the month of March of each calendar year at 1:00
p.m. or at such other time and day as the Board of
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Directors may subsequently determine.  This meeting shall be for the election of
Directors and for the transaction of such other business as may properly come
before it.

     Section 2.2.  Notice of Shareholder Meetings.  The Secretary shall give
written notice stating the place, the date, and hour of each shareholder meeting
and, in the case of a special meeting the purpose(s) for which the meeting is
called and the name of the person by whom or at whose direction the meeting is
called.  Such notice shall be delivered not less than ten (10) nor more than
sixty (60) days prior to the date of the meeting, either personally or by mail,
to each shareholder of record entitled to vote at such meeting.  If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail,
addressed to the shareholder at his address as it appears on the stock transfer
books of the Corporation, with postage thereon prepaid.

     Section 2.4.  Place of Meeting.  The Board of Directors may designate any
place, either within or without the State of Utah, as the place of meeting for
any annual meeting or for any special meeting called by the Board of Directors.
A waiver of notice signed by all shareholders entitled a vote at a meeting may
designate any place, either within or without the State of Utah, as the place
for holding of such meeting.  If no designation is made, or if a special meeting
be otherwise called, the place of meeting shall be the principal business office
of the Corporation

     Section 2.5.  Record Date.  The Board of Directors may fix a date not less
than ten (10) nor more than sixty (60) days prior to any meeting as the record
date for the purpose of determining shareholders entitled to notice of and to
vote at any such meeting of the shareholders.  The stock transfer books may be
closed by the Board of Directors for a stated period not to exceed sixty (60)
days for the purpose of determining shareholders entitled to

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receive payment of any dividend, or in order to make a determination of
shareholders for any purpose.

     Section 2.6.  Voting.  The holder of an outstanding share entitled to vote
at any meeting may vote at such meeting in person or by proxy.  Except as may be
otherwise provided in the Articles of Incorporation, every shareholder shall be
entitled to one (1) vote for each share standing in his name on the records of
the Corporation.  Except as otherwise provided by lay or as provided herein or
as may be otherwise provided in the Articles of Incorporation, all shareholder
actions shall be determined by majority of the votes cast at any meeting of
shareholders by the holders of proxies of shares entitled to vote thereon.

     Section 2.8.  Proxies.  At all meetings of shareholders, a shareholder may
vote in person or by proxy executed in writing by the shareholder or by his duly
authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the
Corporation before or at the time of the meeting. The duration of the proxy and
its revocability shall be governed by Section 722 of the Utah Revised Business
Corporation Act (the "Act"), as currently in effect or as hereinafter amended.

     Section 2.9.  Informal Action by Shareholders.  Any action required to be
taken at a meeting of the shareholders, or any action which may be taken at a
meeting of the 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 holders of the outstanding shares of the Corporation having not less
than the minimum number of votes that would be necessary to authorize or take
the action at a meeting at which all shares entitled to vote thereon were
present and voted.

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     Section 2.10.  Meetings by Telecommunication.  Any or all of the
shareholders of the Corporation may participate in any annual or special meeting
of shareholders by, or the meeting may be conducted through the use of, any
means of communication by which all persons participating in the meeting can
hear each other during the meeting.  A shareholder participating in the meeting
can hear each other during the meeting.  A shareholder participating in a
meeting by this means shall be considered to be present at such meeting.

                                  ARTICLE III

                               BOARD OF DIRECTORS

     Section 3.1.  General Powers.  The business and affairs of the corporation
shall be managed by its Board of Directors may adopt such rules and regulations
for the conduct of its meetings and the management of the Corporation as it
deems proper.

     Section 3.2.  Number, Tenure and Qualifications.  The Board of Directors of
the Corporation shall consist of three directors.  Unless removed pursuant to
Section 3.9, each director shall hold office until the next annual meeting of
shareholders and until his successor shall have been duly elected and qualified.
Directors need not be residents of the State of Utah or shareholders of the
Corporation.

     Section 3.3.  Regular Meetings.  A regular meeting of the Board of
Directors shall held without other notice than by this Bylaw, immediately
following after and at the same place as the annual meeting of shareholders.
The Board of Directors may provide, by resolution, the time and place for the
holding of additional regular meetings without other notice than  such
resolution.

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     Section 3.4.  Special Meetings.  Special meetings of the Board of Directors
may be called by order of the Chairman of the Board, the President, or two-
thirds (2/3) of the directors.  The secretary shall give notice of the time and
place of each special meeting by mailing the same at least five (5)  days before
the meeting or by telephoning or telegraphing the same at least two (2) days
before the meeting to each director.

     Section 3.5.  Meetings by Telecommunications.  Any or all directors may
participate in any regular or special meeting by, or conduct the meeting through
the use of, any means of communication by which all directors participating may
hear each other during the meeting.  A director participating in a meeting by
this means is considered to be present in person at the meeting.  A director
participating in a meeting by this means is considered to be present in person
at the meeting.

     Section 3.6.  Quorum.  A majority of the members of the Board of Directors
shall constitute a quorum for the transaction of business, but less than a
quorum may adjourn any meeting from time to time until a quorum shall be
present, whereupon the meeting may be held, as adjourned, without further
notice.  At any meeting at which every director shall be present, even though
without any notice, any  business may transacted.

     Section 3.7.  Manner of Acting.  At all meetings of the Board of Directors,
each directors shall have one (1) vote.  The act of a majority present at a
meeting shall be the act of the Board of Directors, provided a quorum is
present.

     Section 3.8.  Vacancies.  A vacancy in the Board of Directors shall be
deemed to exist in case of death, resignation, or removal of any director, or if
the authorized number of directors is to be elected, to elect the full,
authorized number to be elected at that meeting.  If any

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vacancy shall occur in the Board of Directors through death, resignation,
removal or other cause, or if it should appear desirable to have additional
directors serve on an interim basis until the next annual meeting of
shareholders, the remaining directors may, the vote of the majority of such
remaining directors, appoint such persons as they may determine to become
substitute directors or new interim directors who shall be directors during such
absence, disability or interim period or until the replaced director shall
return to duty or until the next annual meeting of shareholders.  The
determination by the Board of Directors, as shown in the minutes, of the fact of
such absence or disability or the desirability of an interim director and the
duration of the terms of such directors shall be conclusive as to all persons
and Corporation.

     Section 3.9 Removal.  Directors may be removed at any time without cause by
vote of the shareholders holding more than fifty percent (50%) of the shares
outstanding and entitled to vote.  Such vacancy shall be filled by the directors
then in office, though less than a quorum, and any person so designated or
appointed shall hold office until the next annual meeting or until his successor
is duly elected and qualified: provided that any directorship to be filled by
reason of removal by the shareholders may be filled by election by the
shareholders at the meeting at which the director is removed.  No reduction of
the authorized number of directors shall have the effect of removing any
director prior to the expiration of his term of office.

     Section 3.10. Resignation. A director may resign at any time by delivering
written notification thereof to the President or Secretary of the Corporation.
A resignation shall become effective upon its acceptance by the Board of
Directors:  provided, however, that if the Board of Directors has not acted
thereon within ten (10) days after the date of its delivery, the resignation
shall be deemed accepted upon the tenth (10/th/) day.

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     Section 3.11. Presumption of Assent. A director who is present at a meeting
of the Board of Directors at which action on any corporate matter is taken shall
be presumed to have assented to the action taken unless his dissent to such
action with the person acting as the secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered mail to the
Secretary of the Corporation immediately after adjournment of the meeting.  Such
right of dissent shall not apply to a director who voted in favor of such
action.

     Section 3.12. Compensation. By resolution of the Board of Directors, the
directors may be paid their expenses, if any, of attendance at each meeting of
the Board of Directors, and may be paid a fixed sum for attendance at each such
meeting or stated salary as director.  No such payment shall preclude any
director from serving the Corporation in any other capacity and receiving
compensation thereof.

     Section 3.13. Informal Action by Directors. Any action required to be taken
at a meeting of directors or any action which may be taken at a meeting of
directors, may be taken without a meeting by written consent, setting forth the
action so taken, signed by all of the directors of the Corporation.

     Section 3.14. Chairman. The Board of Directors may elect from its own
number a Chairman of the Board, who shall preside at all the meetings of the
Board of Directors, and shall perform such other duties as may be prescribed
from time to time by the Board of directors.

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                                  ARTICLE IV
                                   OFFICERS

          Section 4.1.  Number.  The officers of the Corporation shall be one
(1) President, one (1) Chief Executive officer, and one (1) Secretary, each of
whom shall be elected by a majority of the Board of Directors.  Such other
officers and assistant officers as may be deemed necessary may be elected or
appointed by the Board of Directors.  In its discretion, the Board of Directors
may leave unfilled for any such period as it may determine any office except
those of President and Secretary.  Any two (2) or more offices may be held by
the same person.  Officers need not be directors or shareholders of the
Corporation. Notwithstanding anything herein to the contrary, the initial
officers may be appointed by the incorporator.

          Section 4.2. Election and Term of Office.  The officers of the
Corporation to be elected by the board of Directors shall be elected annually by
the Board of Directors at the first meeting of the Board of Directors held after
each annual meeting of the shareholders.  If the election of officers shall not
be held at such meeting, such election shall be held as soon thereafter as
convenient.  Each officer shall hold office until his successor shall have been
duly elected and shall have qualified or until his death or until he shall
resign or shall have been removed in the manner hereinafter provided.

          Section 4.3. Resignation. Any officer may resign at any time by
delivering a written resignation either to the President or to the Secretary.
Unless otherwise specified therein, such resignation shall take effect upon
delivery.

          Section 4.4. Removal. Any officer or agent may be removed by the Board
of Directors, with or without cause, whenever in its judgement the best
interests of the Corporation will be served thereby, but such removal shall be
without prejudice to the contract rights, if any, of the person so removed.
Election or appointment of an officer or agent shall not of itself create
contract rights.  Any such removal shall

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require a majority vote of the Board of Directors, exclusive of the officer in
question if he is also a director.

          Section 4.5. Vacancies.  A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, or if a new office shall be
created, may be filled by the Board of Directors for the unexpired portion of
the term.

          Section 4.6. President. The President shall be the chief
administrative officer of the Corporation. He shall preside at all meetings of
the shareholders and, in the absence of the Chairman of the Board, at meetings
of the Board of Directors.  He shall exercise such duties as customarily pertain
to the office of the President and shall have general and active supervision
over the property, business and affairs of the Corporation and over its several
officers.  He may appoint officers, agents, or employees other than those
appointed by the Board of Directors.  He may sign, execute and deliver in the
name of the Corporation notes, powers of attorney, contracts, bonds and other
obligations, and shall perform other such duties as may be prescribed from time
to time by the Board of Directors or by the Bylaws.

          Section 4.7. Chief Executive Officer. The Chief Executive Officer
shall perform all duties delegated to him by the President.

          Section 4.8. Secretary. The Secretary shall, subject to the direction
of the President, keep the minutes of all meetings of the shareholders and the
Board of Directors and, to the extent ordered by the Board of Directors or the
President, the minutes of meetings of all committees.  She shall cause notice to
be given of meetings of shareholders, of the Board of Directors, and of any
committee appointed by the Board.  She may sign or execute notes and contracts
with the President thereunto authorized in the name of the Corporation. She
shall perform such other duties as may be prescribed from time to time by the
Board of Directors or by these Bylaws.  She shall be sworn to the faithful
discharge of her duties.  If

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necessary, assistant Secretaries shall assist the Secretary and shall keep and
record such minutes of meetings as shall be directed by the Board of Directors.

          Section 4.9. Other Officers.  Other officers shall perform such duties
and such powers as may be assigned to them by the Board of Directors.

          Section 4.10. Salaries.  The salaries or other compensation of the
officers of the Corporation shall be fixed from time to time by the Board of
Directors, except that the Board of Directors may delegate to any person or
group of persons the power to fix the salaries or other compensation of any
subordinate officers or agents.  No officer shall be prevented from receiving
any such salary or compensation by reason of the fact that he is also a director
of the Corporation.

          Section 4.11. Surety Bonds.  If the Board of Directors shall so
require, any officer or agent of the Corporation shall execute to the
Corporation a bond in such sums and with such surety or sureties as the Board of
Directors may direct.

                                   ARTICLE V
                                  COMMITTEES

          Section 5.1.  Executive Committee.  The Board of Directors may appoint
from among its members an Executive Committee of not less than two (2) members,
one (1) of whom shall be the President, and shall designate one (1) of such
members as Chairman.  The Board may also designate one (1) or more of its
members as alternates to serve as members of the Executive Committee in the
absence or disability of a regular member(s).  The Board of directors reserves
to itself alone the power to declare dividends, issue stock, recommend to
shareholders any action requiring their approval, change the membership of any
committee at any time, fill vacancies therein, and disband any committee either
with or without cause at

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any time.  Subject to the foregoing limitations, the Executive Committee shall
possess and exercise all other powers of the Board of Directors during the
intervals between meetings.

          Section 5.2. Other Committees.  The Board of Directors may also
appoint from among its own members such other committees as the Board of
Directors may determine. Such committees shall in each case consist of not less
than two (2) directors, and shall have such powers and duties as shall from time
to time be prescribed by the Board.  If not appointed to be a member of a
committee, the President shall be a member ex-officio of each committee
appointed by the Board of Directors.  A majority of the members of any committee
may fix rules of procedure from such committee.

                                   ARTICLE VI

                     CONTRACTS, LOANS, CHECKS, AND DEPOSITS

          Section 6.1. Contracts.  The Board of Directors ma authorize any
officer(s) or agent(s) to enter into any contract or execute and deliver any
instrument in the name and on behalf of the Corporation, and such authority may
be either general or confined to specific instances.

          Section 6.2. Loans.  No loan or advance shall be contracted on behalf
of the Corporation, no negotiable paper or other evidence of its obligation
under any loan or advance shall be issued in its name, and no property of the
Corporation shall be mortgaged, pledged, hypothecated or transferred as security
for the payment of any loan, advance, indebtedness or liability of the
Corporation unless and expect as authorized by the Board of Directors.  Any such
authorization may be either general or confined to specific instances.

          Section 6.3.  Deposits.  All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositories as

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the Board of Directors may select, or as may be selected by any officer or agent
so authorized by the Board of Directors.

          Section 6.4.  Checks and Drafts.  All notes, drafts, acceptances,
checks, endorsements and evidences of indebtedness of the Corporation shall be
signed by such officer(s) or such agent(s) of the Corporation and in such manner
as the Board of Directors from time to time may determine Endorsements for
deposits to the credit of the Corporation in any of its duly authorized
depositories shall be made in such manner as the Board of Directors from time to
time may determine.

          Section 6.5.  Bonds and Debentures.  Every bond or debenture issued by
the Corporation shall be evidenced by an appropriate instrument which shall be
signed by the President and by another officer of the Corporation and the seal
of the Corporation may, but need not, be affixed thereto.

                                  ARTICLE VII

                          STOCK AND STOCK CERTIFICATES

          Section 7.1 Certificates of Stock.  Each stockholder shall be entitled
to a certificate signed by, or in the name of the Corporation by two officers of
the Corporation, certifying the number of shares owned by him.  Any of or all
the signatures on the certificate may be facsimile.

          Section 7.2 Transfers of Stock.  Transfers of stock shall be made only
upon the transfer books of the Corporation kept at an office of the Corporation
or by transfer agents designated to transfer shares of the stock of the
Corporation.  Except where a certificate is issued in accordance with Section
7.4 of Article VII of these bylaws, an outstanding certificate for the number of
shares involved shall be surrendered for cancellation before a new certificate
is issued therefor.

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          Section 7.3 Record Date.  The Board of Directors may fix a record
date, which shall not be more than 60 nor less than 10 days before the date of
any meeting of stockholders, nor more than 60 days prior to the time for the
other action hereinafter described, as of which there shall be determined the
stockholders who are entitled to (a) notice of or to vote at any meeting of
stockholders or any adjournment thereof to (b) express consent to corporate
action in writing without a meeting to (c ) receive payment of any dividend or
other distribution or allotment of any rights or (d) to exercise any rights with
respect to any change , conversion or exchange of stock or with respect to any
other lawful action.

          Section 7.4 Lost, Stolen or Destroyed Certificates.  In the event of
the loss, theft or destruction of any certificates of stock, another may be
issued in its place pursuant to such regulations as the Board of Directors may
establish concerning proof of such loss, theft or destruction and concerning the
giving of a satisfactory bond or bonds of indemnity.

          Section 7.5 Regulations.  The issue, transfer, conversion and
registration of certificates of stock shall be governed by such other
regulations as the Board of Directors may establish.

          Section 7.6 Shares Without Certificates.  Unless the Articles of
Incorporation provides otherwise, the Board of Directors may authorize the issue
of some or all of the shares of any or all of its classes or series without
certificates.  The authorization does not affect shares already represented by
certificates until they are surrendered to the Corporation.

          Within a reasonable time after the issue or transfer of shares without
certificates, the Corporation shall send the shareholder a written statement
containing such information as is required by the Act.

          If the Corporation is authorized to issue different classes of shares
or different series within a class, the written statement shall describe the
designations, relative rights, preferences, and limitations applicable

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to each class and the variation in rights, preferences and limitations
determined for each series (and the authority of the Board of Directors to
determine variations for future series.)

                                  ARTICLE VIII
                                INDEMNIFICATION

          Section 8.1 Indemnification.  The Corporation shall and does hereby
indemnify and hold harmless each person and his heirs and administrators who
shall serve at any time as a director, officer, employee, agent or fiduciary of
the Corporation from and against any and all claims, judgments and liabilities
to which such persons shall become subject by reason of his having heretofore or
hereafter been a director, officer, employee, agent or fiduciary of the
Corporation, or by reason of any action alleged to have been heretofore or
hereafter taken or omitted to have been taken by him as such director, officer,
employee, agent or fiduciary to the full extent permitted by the Act as
presently in effect or as hereafter amended, and shall reimburse any such person
for all legal and other expenses reasonably incurred by him in connection with
any such claim or liability: provided that the Corporation shall have the power
to defend such person from all suits and claims.  The rights accruing to any
person under the foregoing provisions of this section shall not exclude any
other right to which he may lawfully be entitled, nor shall anything herein
contained restrict the right of the Corporation to indemnify or reimburse such
person in any proper case, even though not specifically provided for herein or
otherwise permitted.  The Corporation, its directors, officers, employees and
agents, shall be fully protected in taking any action or making any payment, or
in refusing so to do in reliance upon the advice of counsel.

          Section 8.2 Other Indemnification.  The indemnification herein
provided shall not be deemed exclusive of any other right to indemnification to
which any person seeking indemnification may be entitled

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under any bylaw, agreement, vote of shareholders or disinterested directors, or
otherwise, both as to action taken in his official capability and as to action
taken in any other capacity while holding such office.  It is the intent hereof
that all officers, directors, employees, agents or fiduciaries be and hereby are
indemnified to the fullest extent permitted by the laws of the State of Utah and
these Bylaws.  The indemnification herein provided shall continue as to any
person who has ceased to be a director, officer, employee, agent or fiduciary
and shall inure to the benefit of the heirs, estate and personal representative
of any such person.

          Section 8.3 Insurance.  The Board of Directors may, in its discretion,
direct that the Corporation purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee, agent or fiduciary of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee, agent or fiduciary of another Corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the Corporation would have the power to
indemnify him against liability under the provisions of this section.

          Section 8.4 Settlement by Corporation.  The right of any person to be
indemnified shall be subject always to the right of the Corporation by the Board
of Directors, in lieu of such indemnity, to settle any claim, action, suit or
proceeding at the expense of the Corporation by the payment of the amount of
such settlement and the costs and expenses incurred in connection therewith.

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                                  ARTICLE IX
                               WAIVER OF NOTICE

          Section 9.1.   Waiver of Notice.  Whenever any notice is required to
be given to any shareholder or director of the Corporation under the provisions
of the Act, a waiver thereof in writing signed by the person(s) entitled to such
notice, whether before or after the time stated therein, shall be deemed
equivalent to the gibing of such notice.  Attendance at any meeting shall
constitute a waiver of notice of such meeting, except where attendance is for
the express purpose of objecting to the legality of that meeting.

                                   ARTICLE X

                                 MISCELLANEOUS

          Section 10.1.  Facsimile Signature.  In addition to the provisions for
the use of facsimile signatures elsewhere specifically authorized by these
bylaws, facsimile signatures of any officer or officers of the Corporation may
be used whenever and as authorized by the Board of Directors or a committee
thereof.

          Section 10.2.  Corporate Seal.  The Board of Directors may provide a
suitable seal, containing the name of the Corporation.

          Section 10.3.  Reliance Upon Books, Reports, and Records.  Each
director, each member of any committee designated by the Board of Directors, and
each officer of the Corporation shall, in the performance of his duties, be
fully protected in relying in good faith upon the books of account or other
records of the Corporation, including reports made to the Corporation by any of
its officers, by an independent certified public accountant, or by an appraiser
selected with reasonable care.

          Section 10.4.  Fiscal Year.  The fiscal year of the Corporation shall
be as fixed by the Board of Directors.

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          Section 10.5.  Time Periods.  In applying any provision of these
bylaws which requires that an act be done or not done a specified number of days
prior to an event or that an act be done during a period of a specified number
of days prior to an event, calendar days shall be used, the day of the doing of
the act shall be excluded, and day of the event shall be included.

                                  ARTICLE XI

                                  AMENDMENTS

          Section 11.1.  Amendments.  These bylaws may be amended or repealed by
the Board of Directors at any meeting or by the stockholders at any meeting.

          The above and foregoing bylaws were adopted by and for the Corporation
by the incorporator on the 21/st/ day of March, 1996.

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