<PAGE>   1

                                                                     EXHIBIT 3.2










                                   BY-LAWS OF


                        BROWNING-FERRIS INDUSTRIES, INC.

                             A DELAWARE CORPORATION



                       AS AMENDED THROUGH DECEMBER 1, 1998


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                                                                     EXHIBIT 3.2


                             BY-LAWS, AS AMENDED, *
                                       OF
                        BROWNING-FERRIS INDUSTRIES, INC.
                            (A DELAWARE CORPORATION)


                                    ARTICLE I
                                     OFFICES

         SECTION 1.1. Registered Office. The registered office of the
corporation in the State of Delaware shall be in the City of Wilmington, County
of New Castle, and the name of its registered agent shall be The Corporation
Trust Company.

         SECTION 1.2. Other Offices. The corporation may also have offices at
such other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the corporation may
require.

                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

         SECTION 2.1. Place of Meeting. All meetings of stockholders(21) shall
be held at such place, either within or without the State of Delaware, as shall
be designated from time to time by the Board of Directors and stated in the
notice of the meeting.

         SECTION 2.2. Annual Meeting. The annual meeting of stockholders shall
be held at such date and time as shall be designated from time to time by the
Board of Directors and stated in the notice of the meeting.

         SECTION 2.3. Voting List. The officer who has charge of the stock
ledger of the corporation shall prepare and make, at least ten 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 meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting,(21) or if not so specified, at the place 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 thereof, and may be inspected by any stockholder
who is present.

         SECTION 2.4. Special Meeting. Special meetings of the stockholders, for
any purpose or purposes, unless otherwise prescribed by statute or by the
Restated Certificate of Incorporation of the corporation (the "Certificate of
Incorporation"), may be called only by the

--------
*   Through December 1, 1998. Neither the footnote references, the footnotes,
    nor the Officer's Certificate appended hereto, are a part of these by-laws,
    as amended.

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persons specified in the Certificate of Incorporation. The officers or directors
shall fix the time and any place, either within or without the State of
Delaware, as the place for holding such meeting.(21)

         SECTION 2.5. Notice of Meeting. Written notice of the annual, and each
special meeting of stockholders, stating the time, place and in the case of
special meetings, the(17) purpose or purposes thereof, shall be given to each
stockholder entitled to vote thereat, not less than ten nor more then 60(7) days
before the meeting.

         SECTION 2.6. Quorum. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at any meeting of the stockholders for the
transaction of business except when stockholders are required to vote by class,
in which event a majority of the issued and outstanding shares of the
appropriate class shall be present in person or by proxy, and(2) except as
otherwise provided by statute or by the Certificate of Incorporation.
Notwithstanding any other provisions of the Certificate of Incorporation or
these by-laws, the holders of a majority of the shares of capital stock entitled
to vote thereat, present in person or represented by proxy, whether or not a
quorum is present, shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. If the adjournment is for more than 30 days, or if after
the adjournment a new record date is fixed for the adjourned meeting, a notice
of the adjourned meeting shall be given to each stockholder of record entitled
to vote at the meeting. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally notified.

         SECTION 2.7. Voting. When a quorum is present at any meeting of the
stockholders, the vote of the holders of a majority of the stock having voting
power present in person or represented by proxy shall decide any questions
brought before such meeting, unless the question is one upon which, by express
provision of the statutes, of the Certificate of Incorporation or of these
by-laws, a different vote is required, in which case such express provision
shall govern and control the decision of such question. Every stockholder having
the right to vote shall be entitled to vote in person, or by proxy appointed by
an instrument in writing subscribed by such stockholder, bearing a date not more
than one year(2) prior to voting(2) and filed with the Secretary of the
Corporation before, or at the time of, the meeting. If such instrument shall
designate two or more persons to act as proxies, unless such instrument shall
provide the contrary, a majority of such persons present at any meeting at which
their powers thereunder are to be exercised shall have and may exercise all the
powers of voting(21) thereby conferred, or if only one be present, then such
powers may be exercised by that one; or, if an even number attend and a majority
do not agree on any particular issue, each proxy so attending shall be entitled
to exercise such powers in respect of the same portion of the shares as he is of
the proxies representing such shares. Unless required by statute or determined
by the Chairman of the Meeting to be advisable, the vote on any question need
not be by written ballot.(2)

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         SECTION 2.8. Consent of Stockholders. Any action required or permitted
to be taken by the stockholders of the corporation must be effected at a duly
called annual or special meeting of stockholders of the corporation and may not
be effected by a consent in writing by such stockholders.(21)

         SECTION 2.9. Voting of Stock of Certain Holders. Shares standing in the
name of another corporation, domestic or foreign, may be voted by such officer,
agent or proxy as the by-laws of such corporation may prescribe, or in the
absence of such provision, the Board of Directors of such corporation may
determine. Shares standing in the name of a deceased person may be voted by the
executor or administrator of such deceased person, either in person or by
proxy.(17) Shares standing in the name of a receiver may be voted by such
receiver. A stockholder whose share are pledged shall be entitled to vote such
shares, unless in the transfer by the pledgor on the books of the corporation,
he has expressly empowered the pledgee to vote thereon, in which case only the
pledgee, or his proxy, may represent such(21) stock and vote thereon.

         SECTION 2.10. Treasury Stock. The corporation shall not vote, directly
or indirectly, shares of its own stock owned by it; and such shares shall not be
counted in determining the total number of outstanding shares.

         SECTION 2.11. Fixing Record Date. The Board of Directors may fix in
advance a date, not exceeding 60 nor less than 10(2) days preceding the date of
any meeting of stockholders, or the date for payment of any meeting
stockholders, or the date for payment of any dividend or distribution, or the
date for the allotment of rights, or the date when any change or conversion or
exchange of capital stock shall go into effect,(21) as a record date for the
determination of the stockholders entitled to notice of, and to vote at, any
such meeting and any adjournment thereof, or entitled to receive payment of any
such dividend or distribution, or to receive any such allotment of rights, or to
exercise the rights in respect of any such change, conversion or exchange of
capital stock,(21) and in such case such stockholders and only such stockholders
as shall be stockholders of record on the date so fixed shall be entitled to
such notice of and to vote at, any such meeting and any adjournment thereof, or
to receive payment of such dividend or distribution, or to receive such
allotment of rights, or to exercise such rights,(21) as the case may be
notwithstanding any transfer of any stock on the books of the corporation after
any such record date fixed as aforesaid.

         SECTION 2.12. Notification of Nominations. Subject to the rights of
holders of Preferred Stock, nominations for the election of directors may be
made by the Board of Directors or the Directors and Corporate Governance(30)
Committee, as provided in Section 4.4, or by any stockholder entitled to vote in
the election of directors generally. However, any stockholder entitled to vote
in the election of directors generally may nominate one or more persons for
election as directors at a meeting only if written notice of such stockholder's
intent to make such nomination or nominations has been given, either by personal
delivery or by United States mail, postage prepaid, to the Directors and
Corporate Governance(30) Committee, at the address of the corporation's
principal executive offices, not later than (i) with respect to an election to
be held at an annual meeting of stockholders, 90(27) days in advance of the date
of

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the corporation's proxy statement released to stockholders in connection with
the previous year's annual meeting of stockholders, and (ii) with respect to an
election to be held at a special meeting of stockholders for the election of
directors, the close of business on the seventh day following the date on which
notice of such meeting is first given to stockholder. Each such notice shall set
forth: (a) the name and address of the stockholder who intends to make the
nomination and of the person or persons to be nominated; (b) a representation
that the stockholder is a holder of record of stock of the corporation at the
time of giving such notice, will be a holder of record entitled to vote at such
meeting and intends to appear in person or by proxy at the meeting to nominate
the person or persons specified in the notice; (c) a description of all
arrangements or understandings between the stockholder and each nominee and any
other person or person (naming such person or persons) pursuant to which the
nomination or nominations are to be made by the stockholder; (d) such other
information regarding each nominee proposed by such stockholder as would be
required to be included in a proxy statement filed pursuant to the proxy rules
of the Securities and Exchange Commission, had the nominee been nominated, or
intended to be nominated by the Board of Directors or Directors and Corporate
Governance(30) Committee; and (e) the consent of each nominee to serve as a
director of the corporation if so elected. The chairman of the meeting may
refuse to acknowledge the nomination of any person not made in compliance with
the foregoing procedures.(21)

                                   ARTICLE III
                               BOARD OF DIRECTORS

         SECTION 3.1. Powers. The business and affairs of the corporation shall
be managed by its Board of Directors, which may exercise all such powers of the
corporation and do all such lawful acts and things as are not be statute or by
the Certificate of Incorporation(17) directed or required to be exercised or
done by the stockholders.

         SECTION 3.2. Number, Election and Term. The number of directors which
shall constitute the whole Board shall be determined as provided in the
Certificate of Incorporation. Such number of directors shall, from time to time,
be fixed and determined by the directors and shall be set forth in the notice of
any meeting of stockholders held for the purpose of electing directors. The
directors shall be elected at the annual meeting of stockholders, except as
provided in Section 3.3, and each director elected shall hold office until his
successor shall be elected and shall qualify or until his earlier resignation or
removal. Directors need not be residents of Delaware or stockholders of the
corporation.(21)

         SECTION 3.3. Vacancies, Additional Directors and Removal From Office.
If any vacancy occurs in the Board of Directors caused by death, resignation,
retirement, disqualification or removal from office of any director, or
otherwise, or if any new directorship is created by an increase in the
authorized number of directors, a majority of the directors then in office,
though less than a quorum, or a sole remaining director, may choose a successor
or fill the newly created directorship; and a director so chosen shall hold
office until the end of the term he is chose to fill and until his successor
shall be duly elected and shall 


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qualify, or until his earlier resignation or removal. Any director may be
removed from office as a director only as provided in the Certificate of
Incorporation.(21)

         SECTION 3.4. Regular Meeting. A regular meeting of the Board of
Directors shall be held each year, without other notice than this by-law, at the
place of, and immediately following, the annual meeting of stockholders; and
other regular meetings of the Board of Directors shall be held during(9) each
year, at such time and place as the Board of Directors may from time to time(9)
provide, by resolution, either within or without the State of Delaware, without
other notice than such resolution.

         SECTION 3.5. Special Meeting. A special meeting of the Board of
Directors may be called by the Chairman of the Board(9),(20) and shall be called
by the Secretary on the written request of any two directors. The Chairman of
the Board(20) so calling, or the directors so requesting, any such meeting shall
fix the time and any place, either within or without the State of Delaware, as
the place for holding such meeting.

         SECTION 3.6. Notice of Special Meeting. Notice(21) of special meetings
of the Board of Directors shall be given to each director at least 48 hours
prior to the time of such meeting. Any director may waive notice of any meeting.
The attendance of a director at any meeting shall constitute a waiver of notice
of such meeting, except where a director attends a meeting for the purpose of
objecting to the transaction of any business because the meeting is not lawfully
called or convened. Neither the business to be transacted at, nor the purpose
of, any special meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting, except that notice shall be given of
any proposed amendment to the by-laws if it is to be adopted at any special
meeting or with respect to any other matter where notice is required by statute.

         SECTION 3.7. Quorum. A majority of the Board of Directors shall
constitute a quorum for the transaction of business at any meeting of the Board
of Directors, and the act of a majority of the directors present at any meeting
at which there is a quorum shall be the act of the Board of Directors, except as
may be otherwise specifically provided by statute, by the Certificate of
Incorporation or by these by-laws. If a quorum shall not be present at any
meeting of the Board of Directors, the directors present thereat may adjourn the
meeting from time to time without notice other than announcement at the meeting,
until a quorum shall be present.

         SECTION 3.8. Action Without Meeting. Unless otherwise restricted by the
Certificate of Incorporation or these by-laws, any action required or permitted
to be taken at any meeting of the Board of Directors, or of any committee
thereof as provided in Article IV of these by-laws, may be taken without a
meeting, if a written consent thereto is signed by all members of the Board or
of such committee, as the case may be, and such written consent is filed with
the minutes of proceedings of the Board or committee.

         SECTION 3.9. Meeting by Telephone. Any action required or permitted to
be taken by the Board of Directors or any committee thereof may be taken by
means of a meeting by 

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conference telephone or similar communications equipment so long as all persons
participating in the meeting can hear each other. Any person participating in
such meeting shall be deemed to be present in person at such meeting.

         SECTION 3.10.(22) Compensation. Directors, as such, shall not be
entitled to any stated salary for their services unless voted by the
stockholders, the Board of Directors or the Compensation Committee of the Board
of Directors; but by resolution of the Board of Directors or the Compensation
Committee of the Board of Directors, a fixed sum and expenses of attendance, if
any, may be allowed for attendance at each regular or special meeting of the
Board of Directors or any meeting of a committee of directors. No provision of
these bylaws shall be construed to preclude any director from serving the
corporation in any other capacity and receiving compensation therefor.

                                   ARTICLE IV
                           COMMITTEES(9) OF DIRECTORS

         SECTION 4.1. Executive Committee. The Executive Committee of the Board
of Directors (the "Executive Committee") shall consist of not less than three
directors to be designated by the Board of Directors annually at its first
regular meeting held pursuant to Section 3.4 of these by-laws after the annual
meeting of stockholders or as soon thereafter as conveniently possible. None of
the members of the Executive Committee need be officers of the corporation. The
Executive Committee shall have and may exercise all of the powers of the Board
of Directors during the period between meetings of the Board of Directors except
as reserved to the Board of Directors or as delegated by these by-laws or by the
Board of Directors to another standing or special committee or as may be
prohibited by law and, except further, that the Executive Committee shall not
have the power to elect officers of the corporation. The Chairman of the Board
shall be a member of the Executive Committee.(16)

         SECTION 4.2.(12) Compensation Committee. The Compensation Committee of
the Board of Directors (the "Compensation Committee") shall consist of at least
two(25) directors, all(25) of whom shall be "outside" directors of the
corporation, to be designated annually by the Board of Directors at its first
regular meeting held pursuant to Section 3.4 of these by-laws after the annual
meeting of stockholders or as soon thereafter as conveniently possible. The term
"outside" director, as used in this Section 4.2, shall mean a director of the
corporation who is (17),(21),(26) free of any relationship that, in the opinion
of the Board of Directors, would interfere with the designated director's
exercise of independent judgment as a member of the Compensation Committee. The
Compensation Committee shall have and may exercise all of the powers of the
Board of Directors during the period between meetings of the Board of Directors,
except as may be prohibited by law, with respect to (i) studying, recommending,
adopting, implementing, administering, determining and authorizing the amount,
terms, and conditions of payment of any and all forms of compensation for the
corporation's directors, officers, employees and agents, (ii) approving and
administering any loan to, guarantee of any obligation of, or other assistance
to any officer or other employee of the corporation or any of its subsidiaries,
including any officer or employee who is a director of the corporation or any of
its subsidiaries,(31) (iii) implementing and administering those qualified,
nonqualified, or other

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stock option or purchase plans of the corporation, as designated by the Board of
Directors, and (iv) overseeing and reviewing the administration and results of
operations of the "Browning-Ferris Industries, Inc. Retirement Plan", as amended
(the "Plan"), the "Browning-Ferris Industries, Inc. Canadian Retirement Plan
(the "Canadian Plan") and any other pension benefit or retirement plan or
arrangement maintained by any subsidiary of the Company (the "Subsidiary Plan"),
the Plan, Canadian Plan and Subsidiary Plan being referred to collectively as
the "Pension Plans", and further to acquaint the Board of Directors with the
Compensation Committee's oversight and surveillance activities in connection
with the Pension Plans.(31)

         SECTION 4.3.(12) Audit Committee. The Audit Committee of the Board of
Directors (the "Audit Committee") shall consist solely of directors, not less
than three, all of whom shall be "outside" directors of the corporation, to be
designated annually by the Board of Directors at its first regular meeting held
pursuant to Section 3.4 of these by-laws after the annual meeting of
stockholders or as soon thereafter as conveniently possible. The term "outside"
director, as used in this Section 4.3, shall mean a director of the corporation
who is (17),(21) free of any relationship that, in the opinion of the Board of
Directors, would interfere with the designated director's exercise of
independent judgment as a member of the Audit Committee. The Audit Committee
shall have and may exercise all of the powers of the Board of Directors during
the period between meetings of the Board of Directors, except as may be
prohibited by law, with respect to (i) the selection and recommendation for
employment by the corporation, subject to approval by the Board of
Directors,(34) of a firm of certified public accountants whose duty it shall be
to audit the books and accounts of the corporation and its subsidiaries for the
fiscal year in which they are appointed and who shall report to the Audit
Committee, provided, that in selecting and recommending for employment any firm
of certified public accountants, the Audit Committee shall make a thorough
investigation to ensure the "independence" of such accountants as defined in the
applicable rules and regulations of the Securities and Exchange Commission; (ii)
instructing the certified public accountants to expand the scope and extent of
the annual audits of the corporation into areas of any concern to the Audit
Committee, which may be beyond that necessary for the certified public
accountants to report on the financial statements of the corporation and, at its
discretion, directing other special investigations to ensure the objectivity of
the financial reporting of the corporation; (iii) reviewing the reports
submitted by the certified public accountants, conferring with the auditors and
reporting thereon to the Board of Directors with such recommendations as the
Audit Committee may deem appropriate; (iv) meeting with the corporation's
principal accounting and financial officers, the certified public accountants
and auditors, and other officers or department managers of the corporation as
the Audit Committee shall deem necessary in order to determine the adequacy of
the corporation's accounting principles and financial and operating policies,
controls and practices, its public financial reporting principles and practices,
and the results of the corporation's annual audit; (v) conducting inquiries into
any of the foregoing, the underlying and related facts, including such matters
as the conduct of the personnel of the corporation, the integrity of the records
of the corporation, the adequacy of the procedures and the legal and financial
consequences of such facts; and (vi) retaining and deploying such professional
assistance, including outside counsel and auditors and any others, as the Audit
Committee shall deem necessary or appropriate, in connection with the exercise
of its powers on such terms as the Audit Committee shall deem necessary or
appropriate to protect the interests of the stockholders of the corporation.

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         SECTION 4.4.(18) Directors and Corporate Governance(30) Committee. The
Directors and Corporate Governance(30) Committee of the Board of Directors (the
"Directors and Corporate Governance(30) Committee") shall consist of at least
three directors all of whom shall be "outside" directors of the corporation,(26)
all to be designated annually by the Board of Directors at its first regular
meeting held pursuant to Section 3.4 of these by-laws after the annual meeting
of stockholders or as soon thereafter as conveniently possible. The term
"outside" director, as used in this Section 4.4, shall mean a director of the
corporation who is(26) free of any relationship that, in the opinion of the
Board of Directors, would interfere with the designated director's exercise of
independent judgment as a member of the Directors and Corporate Governance(30)
Committee.(26) The Directors and Corporate Governance(30) Committee shall have
and may exercise all of the powers of the Board of Directors during the period
between meetings of the Board of Directors, except as may be prohibited by law,
with respect to (i) recommending to the whole Board of Directors(26) the
nominees for election as directors at the annual meetings of stockholders; (ii)
searching for, evaluating and recommending(26) to the whole Board of Directors
to fill vacancies and newly created directorships resulting from any increase in
the authorized number of directors; (iii) recruitment of potential director
candidates; (iv) recommending to the whole Board of Directors changes in the
responsibilities, composition, size and committee structure of the Board of
Directors; (v) review of the composition and membership of each of the standing
committees and special committees of the Board of Directors; (vi) selection of
the membership of the proxy committee charged with voting solicited proxies at
stockholder meetings; (vii) review of proxy comments received from stockholders
relating directly or indirectly to the Board of Directors, its composition and
duties; (viii) review of stockholder suggestions as to nominees for
directorships that are submitted in writing to the Directors and Corporate
Governance(30) Committee, at the address of the company's principal executive
offices, not less than 90 days in advance of the date of the company's proxy
statement released to stockholders in connection with the previous year's annual
meeting of stockholders; and (ix) retaining and deploying such professional
assistance as the Directors and Corporate Governance(30) Committee shall deem
necessary or appropriate, in connection with the exercise of its powers on such
terms as the Directors and Corporate Governance(30) Committee shall deem
necessary or appropriate, to protect the interests of the stockholders of the
corporation.(17)

         SECTION 4.5.(18),(28) Corporate Responsibility Committee. The Corporate
Responsibility Committee of the Board of Directors (the "Corporate
Responsibility Committee") shall consist solely of directors, not less than
three, all of whom shall be "outside" directors of the Company, to be designated
annually by the Board of Directors at its first regular meeting held pursuant to
Section 3.4 of these by-laws after the annual meeting of stockholders or as soon
thereafter as conveniently possible. The term "outside" director, as used in
this Section, shall mean a director of the corporation who is free of any
relationship that, in the opinion of the Board of Directors, would interfere
with the designated director's exercise of independent judgment as a member of
the Corporate Responsibility Committee. The Corporate Responsibility Committee
shall have and may exercise all of the powers of the Board of 

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<PAGE>   10

Directors during the period between meetings of the Board of Directors, except
as may be prohibited by law, with respect to (i) surveying, monitoring and
guiding the corporation's role in the fulfillment of its social responsibilities
toward its shareholders, employees and the general public in the conduct of its
normal business activities; (ii) reporting to the Board of Directors with
respect to the foregoing; and (iii) retaining and deploying such professional
assistance as the Corporate Responsibility Committee shall deem reasonably
necessary or appropriate, in connection with the exercise of its powers on such
terms as the Corporate Responsibility Committee shall deem reasonably necessary
or appropriate to protect the interests of the corporation and its stockholders.

         SECTION 4.6.(33) Marketing Committee. The Marketing Committee of the
Board of Directors (the " Marketing Committee") shall consist solely of
directors, not less than three, of which shall be "outside" directors of the
Company, to be designated annually by the Board of Directors at its first
regular meeting held pursuant to Section 3.4 of these by-laws after the annual
meeting of stockholders or as soon thereafter as conveniently possible. The term
"outside" director, as used in this Section, shall mean a director of the
corporation who is free of any relationship that, in the opinion of the Board of
Directors, would interfere with the designated directors exercise of independent
judgment as a member of the Marketing Committee. The Marketing Committee shall
have and may exercise all of the powers of the Board of Directors during the
period between meetings of the Board of Directors, except as may be prohibited
by law, with respect to (i) surveying, monitoring and guiding the corporation's
internal and external growth opportunities and strategies that the corporation
should pursue; (ii) reporting to the Board of Directors with respect to the
foregoing; and retaining and deploying such professional assistance as the
Marketing Committee shall deem reasonably necessary or appropriate, in
connection with the exercise of its powers on such terms as the Marketing
Committee shall deem necessary or appropriate to protect the interests of the
corporation and its stockholders.

         SECTION 4.7.(32) Strategic Industry Development Committee. The
Strategic Industry Development Committee of the Board of Directors (the "
Strategic Industry Development Committee") shall consist solely of directors,
not less than three, of which shall be "outside" directors of the Company, to be
designated annually by the Board of Directors at its first regular meeting held
pursuant to Section 3.4 of these by-laws after the annual meeting of
stockholders or as soon thereafter as conveniently possible. The term "outside"
director, as used in this Section, shall mean a director of the corporation who
is free of any relationship that, in the opinion of the Board of Directors,
would interfere with the designated directors exercise of independent judgment
as a member of the Strategic Industry Development Committee. The Strategic
Industry Development Committee shall have and may exercise all of the powers of
the Board of Directors during the period between meetings of the Board of
Directors, except as may be prohibited by law, with respect to (i) evaluating,
monitoring and guiding the corporation in relation to significant issues
affecting the corporation and to assist the corporation in the development of
strategic responses thereto; (ii) reporting to the Board of Directors with
respect to the foregoing; and retaining and deploying such professional
assistance as the Strategic Industry Development Committee shall deem reasonably
necessary or appropriate, in connection with the exercise of its powers on such
terms as the Strategic Industry Development Committee shall deem necessary or
appropriate to protect the interests of the corporation and its stockholders.

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         SECTION 4.8.(12),(18),(20),(24),(31),(32),(33) Designation, Powers and
Name. The Board of Directors may, by resolution passed by a majority of the
whole Board, designate one or more additional special or standing(9) committees
other than the Executive Committee, Compensation Committee, Audit Committee,(11)
Directors and Corporate Governance(30) Committee and Corporate Responsibility
Committee,(28),(31) each such additional(19) committee to consist of two or more
of the directors of the corporation. The committee shall have and may exercise
such of the powers of the Board of Directors in the management of the business
and affairs of the corporation as may be provided in such resolution, except as
delegated by these by-laws or by the Board of Directors to another standing or
special committee or as may be prohibited by law.(9)

         SECTION 4.9.(12),(18),(24),(31),(32),(33) Committee Operations. A
majority of a committee shall constitute a quorum for the transaction of any
committee business. Such committee or committees shall have such name or names
and such limitations of authority as provided in these by-laws or as(9) may be
determined from time to time by resolution adopted by the Board of Directors.
The corporation shall pay all expenses of committee operations.(9) The Board of
Directors may designate one or more appropriate(9) directors as alternate
members of any committee, who may replace any absent or disqualified member at
any meeting of such committee. In the absence or disqualification of any members
of such committee or committees, the member or members thereof present at any
meeting and not disqualified from voting, whether or not he or they constitute a
quorum, may unanimously appoint another appropriate(9) member of the Board of
Directors to act at the meeting in the place of any absent or disqualified
member.

         SECTION 4.10.(12),(18),(24),(31),(32),(333) Minutes. Each committee of
directors shall keep regular minutes of its proceedings and report the same to
the Board of Directors when required. The Secretary or any Assistant Secretary
of the corporation shall (i) serve as the Secretary of the Executive
Committee(20) and any other special or standing committee of the Board of
Directors of the corporation, (ii) keep regular minutes of standing or special
committee proceedings, (iii) make available to the Board of Directors, as
required, copies of all resolutions adopted or minutes or reports of other
actions recommended or taken by any such standing or special committee and (iv)
otherwise as requested keep the members of the Board of Directors apprised of
the actions taken by such standing or special committees.(9)

         SECTION 4.11.(12),(18),(24),(31),(32),(33) Compensation. Members of
special or standing committees who are "outside" directors,(9) as that term is
defined elsewhere in this Article, may be allowed compensation for serving as a
member of any such committee and all members may be compensated for expenses
of(9) attending committee meetings, if the Board of Directors shall so
determine.

                                      -10-
<PAGE>   12

                                    ARTICLE V
                                     NOTICE

         SECTION 5.1. Methods of Giving Notice. Whenever under the provisions of
the Delaware General Corporation Law,(21) the Certificate of Incorporation or
these by-laws, notice is required to be given to any director, member of any
committee or stockholder, such notice shall be in writing and delivered
personally or mailed to such director, member or stockholder, provided that in
the case of a director or a member of any committee such notice may be given
orally or by telephone or telegram. If mailed, notice to a director, member of a
committee or stockholder shall be deemed to be given when deposited in the
United States mail first class in a sealed envelope, with postage thereon
prepaid, addressed, in the case of a stockholder, to the stockholder at the
stockholder's address as it appears on the records of the corporation or, in the
case of a director or a member of a committee, to such person at his business
address. If sent by telegraph, notice to a director or member of a committee
shall be deemed to be given when the telegram, so addressed, is delivered to the
telegraph company.

         SECTION 5.2. Written Waiver. Whenever any notice is required to be
given under the provisions of the Delaware General Corporation Law,(21) the
Certificate of Incorporation or these by-laws, a waiver thereof in writing,
signed by the person or persons entitled to said notice, whether before or after
the time stated therein, shall be deemed equivalent thereto.

                                   ARTICLE VI
                                    OFFICERS

         SECTION 6.1. Officers. The officers of the corporation shall be
Chairman of the Board,(6),(11) Chief Executive Officer,(29),(31) President,
Chief Operating Officer,(29) one or more Vice Presidents, any one or more of
which may be designated Executive Vice President or Senior Vice President, a
Secretary and a Treasurer. The Board of Directors may appoint such other
officers and agents, including but not limited to,(9) Assistant Vice Presidents,
Assistant Secretaries and Assistant Treasurers, as it shall deem necessary, who
shall hold their offices for such terms and shall exercise such powers and
perform such duties as shall be determined by the Board. Any two or more
offices, other than the offices of President and Secretary, may be held by the
same person. No officer shall execute, acknowledge, verify or countersign any
instrument on behalf of the corporation in more than one capacity, if such
instrument is required by law, by these by-laws or by any act of the corporation
to be executed, acknowledged, verified or countersigned by two or more officers.
The Chairman of the Board,(6),(11),(31) Chief Executive Officer(29) and
President(20) shall be elected from among the directors. With the foregoing
exceptions, none of the other officers need be a director, and none of the
officers need be a stockholder of the corporation.

         SECTION 6.2. Election and Term of Office. The officers of the
corporation shall be elected annually by the Board of Directors at its first
regular meeting held after the annual meeting of stockholders or as soon
thereafter as conveniently possible. Each officer shall hold office until his
successor shall have been chosen and shall have qualified or until his death or
the effective date of his resignation or removal, or until he shall cease to be
a director in the case of the Chairman of the Board,(6),(9),(21) Chief Executive
Officer(29),(31) or President.


                                      -11-
<PAGE>   13

         SECTION 6.3. Removal and Resignation. Any officer or agent elected or
appointed by the Board of Directors may be removed without cause by the
affirmative vote of a majority of the Board of Directors whenever, in its
judgment, the best interests of the corporation shall be served thereby, but
such removal shall be without prejudice to the contractual rights, if any, of
the person so removed. Any officer may resign at any time by giving written
notice to the corporation. 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 6.4. Vacancies. Any vacancy occurring in any office of the
corporation by death, resignation, removal or otherwise, shall(15) be filled by
the Board of Directors for the unexpired portion of the term.

         SECTION 6.5. Salaries. The salaries of all officers and agents of the
corporation shall be fixed by the Board of Directors or the Compensation
Committee(9) or pursuant to the(9) direction of the Board of Directors or
Compensation Committee(9); and no officer shall be prevented from receiving such
salary by reason of his also being a director.

         SECTION 6.6. Chairman of the Board. The Chairman of the Board shall be
elected from among the directors of the corporation and(29) shall preside at
all meetings of the Board of Directors and of the stockholders of the
corporation. In the Chairman's absence, such duties shall be attended to by the
Chief Executive Officer(29),(31) or the President.11 The Chairman of the
Board(11),(15),(20),(29) shall perform such duties and possess such powers(15)
as usually pertain to the position(29) of chairman of the board of
directors(15),(20),(29) and shall have(15) such duties and possess such
powers(15) as may be further prescribed by these by-laws, the(15) Board of
Directors or the Executive Committee. In the absence of the Chief Executive
Officer or the(29) President, or in the event of such officers'(29) inability
or refusal to act, the Chairman of the Board shall perform the duties and
exercise the powers of the Chief Executive Officer or the(29) President until
such vacancies shall be filled in the manner prescribed by these by-laws or by
law.(15) The Chairman of the Board(29) may sign with the Secretary or any other
officer of the corporation thereunto authorized by the Board of Directors
certificates for shares of the corporation and any(29) other instruments which
the Board of Directors or the Executive Committee(9) has authorized to be
executed, except in cases where the signing and execution thereof has been
expressly delegated or reserved(9) by these bylaws or by the Board of Directors
or the Executive Committee(9) to some other officer or agent of the
corporation, or shall be required by law to be otherwise executed.(29)

         SECTION 6.7(29). Chief Executive Officer. The Chief Executive Officer
shall be elected by the Board of Directors and such office may be held in
conjunction with any other office of the corporation. The Chief Executive
Officer shall in general supervise and control the business and affairs of the
corporation, shall perform such duties and possess such powers as usually
pertain to the position of Chief Executive Officer and shall have such duties
and 

                                      -12-
<PAGE>   14

possess such powers as may be further prescribed by these by-laws, the Board of
Directors or the Executive Committee. The Chief Executive Officer shall
formulate and submit to the Board of Directors or the Executive Committee
matters of general policy for the corporation. He shall have the power to
appoint and remove subordinate officers, agents and employees, except those
elected or appointed by the Board of Directors. The Chief Executive Officer may
sign any deeds, bonds, mortgages, contracts, checks, notes, drafts or other
instruments which the Board of Directors or Executive Committee has authorized
to be executed, except in cases where the signing and execution thereof have
been expressly delegated or reserved by these by-laws or by the Board of
Directors or the Executive Committee to some other officer or agent of the
corporation, or shall be required by law to be otherwise executed. The Chief
Executive Officer shall vote, or give a proxy to any other officer of the
corporation to vote, all shares of stock of any other corporation standing in
the name of the corporation.(29)

         SECTION 6.8.(10),(11),(20),(29),(31) President. The President shall be
the chief operating(l5),(20) officer of the corporation unless elected otherwise
by the Board of Directors,(29) and, subject to the control of the Board of
Directors,(l5) the Executive Committee,(15),(29) the Chairman of the Board,(20)
and the Chief Executive Officer,(29) shall in general supervise and control the
day-to-day business operations of the corporation. He shall have the power to
appoint and remove subordinate officers, agents, and employees, except those
elected or appointed by the Board of Directors.(9),(15) The President shall keep
the Board of Directors, the Executive Committee,(29) the Chairman of the
Board(9) and the Chief Executive Officer,(29) fully informed as they or any of
them shall request(9) and shall consult with them concerning the business of the
corporation. He may sign with the Secretary or any other officer of the
corporation thereunto authorized by the Board of Directors, certificates for
shares of capital stock of the corporation and any deeds, bonds, mortgages,
contracts, checks, notes, drafts or other instruments which the Board of
Directors or the Executive Committee has authorized to be executed, except in
cases where the signing and execution thereof has been expressly delegated by
these by-laws or by the Board of Directors,(29) the Executive Committee or the
Chief Executive Officer(29) to some other officer or agent of the corporation,
or shall be required by law to be otherwise executed. In general he shall
perform all other duties normally incident to the office of President, except
any duties expressly delegated to other persons by these by-laws, the Board of
Directors, the Executive Committee,(29) the Chairman of the Board(20) or the
Chief Executive Officer,(29) and such other duties as may be prescribed by the
stockholders,(9),(15) the Board of Directors, the Executive Committee(29), the
Chairman of the Board(20) or the Chief Executive Officer(29) from time to time.

         SECTION 6.9.(29),(31) Chief Operating Officer. The Chief Operating
Officer shall be the President unless elected otherwise by the Board of
Directors. If the office of Chief Operating Officer is not the President, then
such office will perform the duties and possess the powers as delegated by the
President in connection with the(9) supervision and control of the corporation's
day-to-day operations. The Chief Operating Officer shall have such other duties
and possess such other powers as from time to time may be further prescribed by
the Chairman of the Board, the Chief Executive Officer, the Board of Directors
or the Executive Committee.(29)

                                      -13-
<PAGE>   15

         SECTION 6.10.(10),(11),(20),(29),(31) Vice President.(5) Any Vice
President (including any Vice Presidents designated by the Board of Directors as
an Executive Vice President or as a Senior Vice President)(15),(20) may sign,
with the Secretary or any Assistant Secretary, certificates for shares of
capital stock of the corporation. The Vice Presidents shall perform such other
duties as from time to time may be assigned to them by the Chairman of the
Board,(9),(20) the Chief Executive Officer,(29) the Board of Directors or the
Executive Committee.

         SECTION 6.11.(10),(11),(20),(29),(31) Secretary. The Secretary shall
(a) keep the minutes of the meetings of the stockholders, the Board of Directors
and committees of directors; (b) see that all notices are duly given in
accordance with the provisions of these by-laws and as required by law; (c) be
custodian of the corporate records and of the seal of the corporation, and see
that the seal of the corporation or a facsimile thereof is affixed to all
certificates for shares prior to the issue thereof and to all documents, the
execution of which on behalf of the corporation under its seal is duly
authorized in accordance with the provisions of these by-laws; (d) keep or cause
to be kept a register of the post office address of each stockholder which shall
be furnished by such stockholder; (e) sign with the Chairman of the Board,(11)
the Chief Executive Officer,(29),(31) President, or a Vice President,
certificates for shares of the corporation, the issue of which shall have been
authorized by resolution of the Board of Directors(9); (f) have general charge
of the stock transfer books of the corporation; and (g) in general, perform all
duties normally incident to the office of Secretary and such other duties as
from time to time may be assigned to him by the Chairman of the Board,(11),(20)
the Chief Executive Officer,(29) the Board of Directors or the Executive
Committee.

         SECTION 6.12.(10),(11),(20),(29),(31) Treasurer. If required by the
Board of Directors or the Executive Committee, the Treasurer shall give a bond
for the faithful discharge of his duties in such sum and with such surety or
sureties as the Board of Directors or the Executive Committee shall determine.
He shall (a) have charge and custody of and be responsible for all funds and
securities of the corporation; receive and give receipts for monies due and
payable to the corporation from any source whatsoever and deposit all such
monies in the name of the corporation in such banks, trust companies or other
depositories as shall be selected in accordance with the provisions of Section
7.3 of these by-laws; (b) prepare, or cause to be prepared, for submission at
each regular meeting of the Board of Directors, at each annual meeting of the
stockholders, and at such other times as may be required by the Board of
Directors, the Chairman of the Board,(11),(20) the Chief Executive Officer,(29)
the Executive Committee, or as may be required by law,(17) a statement of
financial condition of the corporation in such detail as may be required; (c)
have the power to sign stock certificates to the full extent permitted by
law,(17) and (d)(17) in general, perform all the duties incident to the office
of Treasurer and such other duties as from time to time may be assigned to him
by the Chairman of the Board,(11),(20) the Chief Executive Officer,(29) the
Board of Directors or the Executive Committee.

         SECTION 6.13.(10),(11),(20),(29),(31) Assistant Secretary or
Assistant(17) Treasurer. The Assistant Secretaries and Assistant Treasurers
shall, in general, perform such duties as shall be assigned to them by the
Secretary or the Treasurer, respectively, or by the Chairman of the
Board,(11),(20) the Chief Executive Officer,(29) the Board of Directors or the
Executive Committee. The Assistant Secretaries and Assistant Treasurers shall,
in the absence of the Secretary or Treasurer, respectively, perform all
functions and duties which such absent officers may

                                      -14-
<PAGE>   16

delegate, but such delegation shall not relieve the absent officer from the
responsibilities and liabilities of his office. The Assistant Secretaries and
Assistant Treasurers(20) may sign, with the Chairman of the Board,(11) the
Chief Executive Officer,(29),(31) the President or a Vice President,
certificates for shares of the corporation, the issue of which shall have been
authorized by a resolution of the Board of Directors.(9) The Assistant
Treasurers shall respectively, if required by the Board of Directors or the
Executive Committee, give bonds for the faithful discharge of their duties in
such sums and with such sureties as the Board of Directors or the Executive
Committee(9) shall determine.

                                   ARTICLE VII
                         CONTRACTS, CHECKS AND DEPOSITS

         SECTION 7.1. Contracts. Subject to the provisions of Section 6.1, the
Board of Directors or the Executive Committee may authorize any officer,
officers, agent or agents, to enter into any contract or execute and deliver an
instrument in the name of and on behalf of the corporation, and such authority
may be general or confined to specific instances.

         SECTION 7.2. Checks, etc. All checks, demands, drafts or other orders
for the payment of money, notes or other evidences of indebtedness issued in the
name of the corporation, shall be signed by such officer or officers or such
agent or agents of the corporation, and in such manner, as shall be determined
by the Board of Directors or the Executive Committee.

         SECTION 7.3. 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 the Chief Executive
Officer,(29) President or Treasurer may be empowered by the Board of Directors
or Executive Committee to select or(9) as the Board of Directors or the
Executive Committee may select.

                                  ARTICLE VIII
                              CERTIFICATE OF STOCK

         SECTION 8.1. Issuance. Each Stockholder of this corporation shall be
entitled to a certificate or certificates showing the number of shares of stock
registered in his name on the books of the corporation. The certificate shall
be in such form as may be determined by the Board of Directors or the Executive
Committee, and shall be issued in numerical order and shall be entered in the
books of the corporation as they are issued. They shall exhibit the holder's
name and the number of shares and shall be signed by the Chairman of the Board,
the Chief Executive Officer,(29),(31) the President or a Vice President and by
the Secretary,(17) an Assistant Secretary, the Treasurer or an Assistant
Treasurer.(17) Any of or all the signatures on the certificate may be a
facsimile(4). If the corporation shall be authorized to issue more than one
class of stock or more than one series of any class, the designation,
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 preference and rights shall be set forth in full or
summarized on the face or back of the certificate which the corporation shall
issue to

                                      -15-
<PAGE>   17
represent such class of stock; provided that, except as otherwise provided by
statute, in lieu of the foregoing requirements there may be set forth on the
face or back of the certificate which the corporation shall issue to represent
such class or series of stock, a statement that the corporation will furnish to
each Stockholder who so requests the 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 rights. All certificates surrendered to the corporation for transfer shall
be cancelled and no new certificate shall be issued until the former certificate
for a like number of shares shall have been surrendered and cancelled, except
that in the case of a lost, stolen, destroyed or mutilated certificate, a new
one may be issued therefore upon such terms and with such indemnity, if any, to
the corporation as the Board of Directors(9) may prescribe. Certificates may be
issued representing fractional shares of stock.

         SECTION 8.2. Lost Certificates. The Board of Directors(9) may direct
that a new certificate or certificates be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed.(17) When authorizing such issue of a new certificate or
certificates, the Board of Directors(9) may, in its discretion and as a
condition precedent to the issuance thereof, require the owner of such lost,
stolen or destroyed certificate or certificates, or his legal
representative,(17) to give the corporation a bond in such sum as it may direct
as indemnity against any claim that may be made against the corporation with
respect to the certificate or certificates alleged to have been lost, stolen or
destroyed, or both.

         SECTION 8.3. Transfers. Upon surrender to the corporation or the
transfer agents of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books. Transfers of shares shall be made only on the books
of the corporation by the registered holder thereof, or by his attorney
thereunto authorized by power of attorney and filed with the Secretary of the
corporation or the transfer agents.

         SECTION 8.4. Registered Stockholders. The corporation shall be entitled
to treat the holder of record of any share or shares of stock as the holder in
fact thereof and, accordingly, shall not be bound to recognize any equitable or
other claim to or interest in such share or shares on the part of any other
person, whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of the State of Delaware.

                                   ARTICLE IX
                                    DIVIDENDS

         SECTION 9.1. Declaration. Dividends upon the capital stock of the
corporation, subject to the provisions of the Certificate of Incorporation, if
any, may be declared by the Board of Directors(9) at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in property or in
shares of capital stock, subject to the provisions of the Certificate of
Incorporation.

                                      -16-
<PAGE>   18

         SECTION 9.2. Reserve. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends such sum or
sums as the Board of Directors(9) from time to time, in their absolute
discretion, think proper as a reserve or reserves to meet contingencies, or for
equalizing dividends, or for repairing or maintaining any property of the
corporation, or for such other purpose as the Board of Directors(9) shall think
conducive to the interest of the corporation, and the Board of Directors(9) may
modify or abolish any such reserve in the manner in which it was created.

                                    ARTICLE X
                                 INDEMNIFICATION

         SECTION 10.1. Third Party Actions. The corporation shall indemnify any
person who was or is a party or is threatened to be made a party to, or
otherwise becomes involved in(25), any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(formal or informal)(25), other than an action by or in the right of the
corporation, by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement(9), conviction, or upon a plea of nolo contendere(9)
or its equivalent, shall not, of itself, create a presumption that the person
did not act in good faith and in a manner which he reasonably believed to be in
or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that his
conduct was unlawful.

         SECTION 10.2. Actions by or in the Right of the Corporation. The
corporation shall indemnify any person who was or is a party or is threatened to
be made a party to, or otherwise becomes involved in(25), any threatened,
pending or completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, 12 partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable(23) to the corporation
unless and only to the extent that the Delaware Court of Chancery or the court
in which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Delaware Court of Chancery or such other court shall deem
proper.

                                      -17-
<PAGE>   19

         SECTION 10.3.(13) Successful Defense. To the extent that a director,
officer, employee or agent of the corporation has been successful on the merits
or otherwise in defense of any action, suit or proceeding referred to in
Sections 10.1 and 10.2, or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.

         SECTION 10.4.(13) Determination of Conduct. Any indemnification under
Sections 10.1, 10.2 or 10.7 (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth in
Sections 10.1 and 10.2.(9) Such determination(9) shall be made (1) by the Board
of Directors or the Executive Committee(9) by a majority vote of a quorum
consisting of directors who were not parties to such action, suit or proceeding
or(9) (2) if such quorum is not obtainable or, even(9) if obtainable, a quorum
of disinterested directors so directs, by independent legal counsel in a written
opinion, or (3) by the stockholders.

         SECTION 10.5.(13),(21),(23) Payment of Expenses in Advance. Expenses
incurred by an officer or director in defending a civil or criminal action, suit
or proceeding shall be paid by the corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by
or on behalf of such director or officer(21) to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by the
corporation as authorized in this Article X.

         SECTION 10.6.(13),(23) Indemnity Not Exclusive. The indemnification and
advancement of expenses provided by, or granted pursuant to, the other
provisions of this Article X, shall not be deemed exclusive of any other rights
to which a person seeking indemnification or advancement of expenses may be
entitled under any(17) by-law, agreement, vote of stockholders or disinterested
directors, or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office.

         SECTION 10.7.(14) The Corporation. For purposes of this Article X,
references to "the corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers, and employees or agents, so that any person who is or was a
director, officer, employee or agent of such constituent corporation, or is or
was serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, shall stand in the same position under and subject to
the provisions of this Article X (including, without limitation, the provisions
of Section 10.4) with respect to the resulting or surviving corporation as he
would have with respect to such constituent corporation if its separate
existence had continued.

                                      -18-
<PAGE>   20

         SECTION 10.8.(3),(13) Insurance Indemnification. The corporation shall
have the power to purchase and maintain insurance on behalf of any person who is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent 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 such liability under
the provisions of this Article X.

         SECTION 10.9.(23) Heirs, Executors and Administrators. The
indemnification and advancement of expenses provided by Article X shall continue
as to a person who has ceased to be a director, officer, employee or agent of
the corporation and shall inure to the benefit of the heirs, executors and
administrators of such person.

                                   ARTICLE XI
                                  MISCELLANEOUS

         SECTION 11.1. Seal. The corporate seal shall have inscribed thereon the
name of the corporation, and the words "Corporate Seal, Delaware". The seal may
be used by causing it or a facsimile thereof to be impressed or affixed or
otherwise reproduced.

         SECTION 11.2. Books. The books of the corporation may be kept (subject
to any provision contained in the statutes) outside the State of Delaware at the
offices of the corporation at Houston, Texas, or at such other place or places
as may be designed from time to time by the Board of Directors or the Executive
Committee.

                                   ARTICLE XII
                                    AMENDMENT

The by-laws of the corporation may be adopted, amended or repealed at any
regular meeting of the Board of Directors without prior notice, or at any
special meeting of the Board of Directors if notice of such alteration,
amendment or repeal be contained in the notice of such special meeting, except
as provided in the Certificate of Incorporation(21).

                          ----------------------------



                                      -19-
<PAGE>   21




                              OFFICER'S CERTIFICATE

         The undersigned, _________________________ of Browning-Ferris
Industries, Inc., a Delaware corporation (the "Corporation"), hereby certifies
that the above and foregoing is a true and correct copy of the by-laws, as
amended, of the Corporation in effect on the date of this certificate.

                                                                          [Seal]
                                 -----------------------------------------------

                                   Date:
                                         ---------------------------------------


                          ----------------------------


                                      -20-
<PAGE>   22
                                                                     EXHIBIT 3.2


-------------
FOOTNOTES:

<TABLE>
<CAPTION>
<S>               <C>
        1.        Amended August 23, 1971.
        2.        Amended November 19, 1971.
        3.        Amended November 19, 1971
        4.        Amend November 21, 1972.
        5.        Amended March 20, 1973.
        6.        Amended March 20, 1973.
        7.        Amended December 2, 1975.
        8.        Amended December 7, 1976.
        9.        Amended June 7, 1977.
        10.       Section 6.8  concerning  "Vice  Chairman of the Board" was deleted by amendment  adopted March 20,
                  1973, and Sections 6.9-.13 were accordingly renumbered as 6.8-.12.
        11.       Section 6.7  concerning  "Chairman of the Executive  Committee"  was deleted by amendment  adopted
                  June 18, 1976, and Sections 2.4, 6.1, 6.6 and 6.8-.12 were amended to reflect the deletion and Sections
                  6.8-.12 were accordingly renumbered as 6.7-.11.
        12.       Sections  4.2 and 4.3 were added by  amendment  adopted  June 7, 1977,  and  Sections  4.2-.5 were
                  accordingly  renumbered as 4.4-.7.  When Sections 4.4 and 4.5 were added by amendment adopted March 3, 1981,
                  Sections 4.4-.7 were accordingly renumbered as 4.6-4.9.
        13.       Section 10.3 was added by amendment  adopted June 7, 1977, and Sections  10.3-.7 were  accordingly
                  renumbered as 10.4-.8.
        14.       Section 10.7 was originally adopted as Section 10.6 on November 19, 1971, and amended in its entirety and
                  renumbered as Section 10.7 on June 7, 1977.
        15.       Amended December 6, 1977. 
        16.       Amended December 1, 1980. 
        17.       Amended March 3, 1981.
        18.       New Sections 4.4 and 4.5 were added by amendment adopted March 3, 1981, and the following Sections 4.6 
                  through 4.9 were renumbered accordingly. 
        19.       The position of Vice Chairman was reintroduced to these by-laws by the adoption of new Section 6.7 on 
                  December 6, 1982, and the following sections were renumbered accordingly.
        20.       Amended December 6, 1982.
        21.       Amended March 6, 1985.
        22.       Amended December 2, 1986.
        23.       Amended March 4, 1987.
        24.       Amended September 7, 1988.
        25.       Amended March 6, 1991.
        26.       Amended December 1, 1992.
        27.       Amended March 3, 1993.
        28.       Amended March 1, 1995.  Included the addition of a new Section 4.5.
        29.       Amended September 6, 1995.  Included the addition of new Sections 6.7 and 6.10.
        30.       Amended December 5, 1995.
        31.       Amended March 5, 1997. Section 6.8 concerning "Vice Chairman" was deleted and Sections 6.9-.14 were 
                  accordingly renumbered 6.8-.13.
        32.       Amended September 2, 1998. 
        33.       Amended September 18, 1998. 
        34.       Amended December 1, 1998.
</TABLE>

                              ---------------------

                                      -21-
<PAGE>   23
                                                                     EXHIBIT 3.2



                             BY-LAWS, AS AMENDED, OF
                        BROWNING-FERRIS INDUSTRIES, INC.

                             A DELAWARE CORPORATION



                               TABLE OF CONTENTS *

<TABLE>
<CAPTION>
                               ARTICLE 1 - OFFICES

                                                                                                               Page
                                                                                                               ----
<S>                        <C>                                                                                 <C>
SECTION 1.1                Registered Office....................................................................1
SECTION 1.2                Other Offices........................................................................1


                      ARTICLE II - MEETINGS OF STOCKHOLDERS

SECTION 2.1                Place of Meeting.....................................................................1
SECTION 2.2                Annual Meeting.......................................................................1
SECTION 2.3                Voting List..........................................................................1
SECTION 2.4                Special Meeting......................................................................1
SECTION 2.5                Notice Meeting.......................................................................2
SECTION 2.6                Quorum...............................................................................2
SECTION 2.7                Voting...............................................................................2
SECTION 2.8                Consent of Stockholders..............................................................3
SECTION 2.9                Voting of Stock of Certain Holders...................................................3
SECTION 2.10               Treasury Stock.......................................................................3
SECTION 2.11               Fixing Record Date...................................................................3
SECTION 2.12               Notification of Nominations..........................................................3


                        ARTICLE III - BOARD OF DIRECTORS

SECTION 3.1                Powers...............................................................................4
SECTION 3.2                Number, Election and Term............................................................4
SECTION 3.3                Vacancies, Additional Directors and Removal from Office..............................4
SECTION 3.4                Regular Meeting......................................................................5
SECTION 3.5                Special Meeting......................................................................5
SECTION 3.6                Notice of Special Meeting............................................................5
------------
</TABLE>

*  This Table of contents is not part of the By-Laws, as amended.

                                       i
<PAGE>   24

<TABLE>
<S>                        <C>                                                                                  <C>
SECTION 3.7                Quorum...............................................................................5
SECTION 3.8                Action Without Meeting...............................................................5
SECTION 3.9                Meeting by Telephone.................................................................5
SECTION 3.10               Compensation.........................................................................6


                      ARTICLE IV - COMMITTEES OF DIRECTORS

SECTION 4.1                Executive Committee..................................................................6
SECTION 4.2                Compensation Committee...............................................................6
SECTION 4.3                Audit Committee......................................................................7
SECTION 4.4                Directors and Corporate Governance Committee.........................................8
SECTION 4.5                Corporate Responsibility Committee...................................................8
SECTION 4.6                Marketing Committee..................................................................9
SECTION 4.7                Strategic Industry Development Committee.............................................9
SECTION 4.8                Designation, Powers and Name........................................................10
SECTION 4.9                Committee Operations................................................................10
SECTION 4.10               Minutes.............................................................................10
SECTION 4.11               Compensation........................................................................10


                               ARTICLE V - NOTICES

SECTION 5.1                Methods of Giving Notice............................................................11
SECTION 5.2                Written Waiver......................................................................11


                              ARTICLE VI - OFFICERS

SECTION 6.1                Officers............................................................................11
SECTION 6.2                Election and Term of Office.........................................................11
SECTION 6.3                Removal and Resignation.............................................................12
SECTION 6.4                Vacancies...........................................................................12
SECTION 6.5                Salaries............................................................................12
SECTION 6.6                Chairman of the Board...............................................................12
SECTION 6.7                Chief Executive Officer.............................................................12
SECTION 6.8                President...........................................................................13
SECTION 6.9                Chief Operating Officer.............................................................13
SECTION 6.10               Vice President......................................................................13
SECTION 6.11               Secretary...........................................................................14
SECTION 6.12               Treasurer...........................................................................14
SECTION 6.13               Assistant Secretary or Assistant Treasurer..........................................14
</TABLE>


                                      -ii-
<PAGE>   25

<TABLE>

                                         ARTICLE VII - CONTRACTS, CHECKS AND DEPOSITS
<S>                        <C>                                                                                 <C>
SECTION 7.1                Contracts...........................................................................15
SECTION 7.2                Checks, etc.........................................................................15
SECTION 7.3                Deposits............................................................................15


                                              ARTICLE VIII - CERTIFICATE OF STOCK

SECTION 8.1                Issuance............................................................................15
SECTION 8.2                Lost Certificates...................................................................16
SECTION 8.3                Transfers...........................................................................16
SECTION 8.4                Registered Stockholders.............................................................16


                                                     ARTICLE IX - DIVIDENDS

SECTION 9.1                Declaration.........................................................................16
SECTION 9.2                Reserve.............................................................................17


                                                   ARTICLE X - INDEMNIFICATION

SECTION 10.1               Third Party Actions.................................................................17
SECTION 10.2               Actions by or in the Right of the Corporation.......................................17
SECTION 10.3               Successful Defense..................................................................18
SECTION 10.4               Determination of Conduct............................................................18
SECTION 10.5               Payment of Expenses in Advance......................................................18
SECTION 10.6               Indemnity Not Exclusive.............................................................18
SECTION 10.7               The Corporation.....................................................................18
SECTION 10.8               Insurance Indemnification...........................................................19
SECTION 10.9               Heirs, Executors and Administrators.................................................19


                                                   ARTICLE XI - MISCELLANEOUS

SECTION 11.1               Seal................................................................................19
SECTION 11.2               Books...............................................................................19


                                                    ARTICLE XII - AMENDMENT
</TABLE>


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