<PAGE>
 
                                                                     Exhibit 3.1


                         AMENDED AND RESTATED BY-LAWS

                                       OF

                        PHYSICIAN SUPPORT SYSTEMS, INC.

                            as amended June 2, 1997

                                   ARTICLE I

                                  Stockholders
                                  ------------

          Section 1.1. Annual Meetings.  An annual meeting of stockholders shall
                       ---------------                                          
be held for the election of directors at such date, time and place either within
or without the State of Delaware as may be designated by the Board of Directors
from time to time.  Any other proper business may be transacted at the annual
meeting.

          Section 1.2. Special Meetings.   Special meetings of stockholders may
                       ----------------                                        
be called at any time by the Chairman of the Board, if any, the Vice Chairman of
the Board, if any, the President or the Board of Directors, to be held at such
date, time and place either within or without the State of Delaware as may be
stated in the notice of the meeting.

          Section 1.3. Notice of Meetings.  Whenever stockholders are required
                       ------------------                                     
or permitted to take any action at a meeting, a written notice of the meeting
shall be given which shall state the place, date and hour of the meeting, and,
in the case of a special meeting, the purpose or purposes for which the meeting
is called.  Unless otherwise provided by law, the written notice of any meeting
shall be given not less than ten nor more than sixty days before the date of the
meeting to each stockholder entitled to vote at such meeting.  If mailed, such
notice shall be deemed to be given when deposited in the United States mail,
postage prepaid, directed to the stockholder at such stockholder's address as it
appears on the records of the Corporation.

          Section 1.4. Adjournments.  Any meeting of stockholders, annual or
                       ------------                                         
special, may be adjourned from time to time, to reconvene at the same or some
other place, and notice need not be given of any such adjourned meeting if the
time and place thereof are announced at the meeting at which the adjournment is
taken.  At the adjourned meeting, the Corporation may transact any business
which might have been transacted at the original meeting.  If the adjournment is
for more than thirty 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.

          Section 1.5. Quorum.  At each meeting of stockholders, except where
                       ------                                                
otherwise provided by law or the certificate of incorporation or these by-laws,
the holders of a majority of the outstanding shares of stock entitled to vote on
a matter at the meeting, present in person or represented by proxy, shall
constitute a quorum.  For purposes of the foregoing, where a separate vote by
class or classes is required for any matter, the holders of a majority of the
outstanding shares of such class or classes, present in person or represented by
proxy, shall constitute a quorum to take action with respect to that vote on
that matter.  Two or more classes or series of stock shall be considered a
single class if the holders thereof are entitled to vote together as a single
class at the meeting.  In the absence of a quorum of the holders of any class of
stock entitled to vote on a  matter, the holders of such class so present or
represented may, by majority vote, adjourn the meeting of such class from time
to time in the manner 
<PAGE>
 
provided by Section 1.4 of these by-laws until a quorum of such class shall be
so present or represented. Shares of its own capital stock belonging on the
record date for the meeting to the Corporation or to another corporation, if a
majority of the shares entitled to vote in the election of directors of such
other corporation is held, directly or indirectly, by the Corporation, shall
neither by entitled to vote nor be counted for quorum purposes; provided, that
                                                                --------
the foregoing shall not limit the right of the Corporation to vote stock,
including but not limited to its own stock, held by it in a fiduciary capacity.

          Section 1.6. Organization.  Meetings of stockholders shall be presided
                       ------------                                             
over by the Chairman of the Board if any, or in the absence of the Chairman of
the Board by the Vice Chairman of the Board, if any, or in the absence of the
Vice Chairman of the Board by the President, or in the absence of the President
by a Vice President, or in the absence of the foregoing persons by a chairman
designated by the Board of Directors, or in the absence of such designation by a
chairman chosen at the meeting.  The Secretary, or in the absence of the
Secretary an Assistant Secretary, shall act as secretary of the meeting, but in
the absence of the Secretary and any Assistant Secretary the chairman of the
meeting may appoint any person to act as secretary of the meeting.

          Section 1.7. Voting; Proxies.  Unless otherwise provided in the
                       ---------------                                   
certificate of incorporation, each stockholder entitled to vote at any meeting
of stockholders shall be entitled to one vote for each share of stock held by
such stockholder which has voting power upon the matter in question.  If the
certificate of incorporation provides for more or less than one vote for any
share on any matter, every reference in these by-laws to a majority or other
proportion of stock shall refer to such majority or other proportion of the
votes of such stock.

          Each stockholder entitled to vote at a meeting of stockholders or to
express consent or dissent to corporate action in writing without a meeting may
authorize another person or persons to act for such stockholder by proxy, but no
such proxy shall be voted or acted upon after three years from its date, unless
the proxy provides for a longer period.  A duly executed proxy shall be
irrevocable if it states that it is irrevocable and if, and only as long as, it
is coupled with an interest sufficient in law to support an irrevocable power,
regardless of whether the interest with which it in coupled is an interest in
the stock itself or an interest in the Corporation generally.  A stockholder may
revoke any proxy which is not irrevocable by attending the meeting and voting in
person or by filing an instrument in writing revoking the proxy or another duly
executed proxy bearing a later date with the Secretary of the Corporation.

          Voting at meetings of stockholders need not be by written ballot and
need not be conducted by inspectors unless the holders of a majority of the
outstanding shares of all classes of stock entitled to vote thereon present in
person or represented by proxy at such meeting shall so determine.  Directors
shall be elected by a plurality of the votes of the shares present in person or
represented by proxy at the meeting and entitled to vote on the election of
directors.  In all other matters, unless otherwise provided by law or by the
certificate of incorporation or these by-laws, the affirmative vote of the
holders of a majority of the shares present in person or represented by proxy at
the meeting and entitled to vote on the subject matter shall be the act of the
stockholders.  Where a separate vote by class or classes is required, the
affirmative vote of the holders of a majority of the shares of such class or
classes present in person or represented by proxy at the meeting shall be the
act of such class, except as otherwise provided by law or by the certificate of
incorporation or these by-laws.

          Section 1.8. Fixing Date for Determination of Stockholders of Record.
                       -------------------------------- ----------------------  
In order that the Corporation may determine the stockholders entitled to notice
of or to vote at any 
<PAGE>
 
meeting of stockholders or any adjournment thereof, the Board of Directors may
fix a record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Directors, and
which record date shall not be more than sixty nor less than ten days before the
date of such meeting. If no record date is fixed by the Board of Directors, the
record date for determining stockholders entitled to notice of or to vote at a
meeting of stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held. A determination of stockholders of record entitled to notice of or to vote
at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, that the Board of Directors may fix a new record date for the
--------
adjourned meeting.

          In order that the Corporation may determine the stockholders entitled
to receive payment of any dividend or other distribution or allotment of any
rights or the stockholders entitled to exercise any rights in respect of any
change, conversion or exchange of stock, or for the purpose of any other lawful
action, the Board of Directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is
adopted, and which record date shall be not more than sixty days prior to such
action.  If no record date is fixed, the record date for determining
stockholders for any such purpose shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating thereto.

          Section 1.9. List of Stockholders Entitled to Vote.  The Secretary
                       -------------------------------------                
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 ten,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, 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.


                                 ARTICLE II

                              Board of Directors
                              ------------------

          Section 2.1. Powers; Number; Qualifications.  The business and affairs
                       ------------------------------                           
of the Corporation shall be managed by or under the direction of the Board of
Directors, except as may be otherwise provided by law or in the certificate of
incorporation.  The Board of Directors shall consist of one or more members, the
number thereof to be determined from time to time by the Board.  Directors need
not be stockholders.

          Section 2.2. Election: Term of Office; Resignation; Removal;
                       -------------------------------------- --------
Vacancies.  Each director shall hold office until his or her successor is
---------
elected and qualified or until his or her earlier resignation or removal.  Any
director may resign at any time upon written notice to the Board of Directors or
to the President or the Secretary of the Corporation.  Such resignation shall
take effect at the time specified therein, and unless otherwise specified
therein no acceptance of such resignation shall be necessary to make it
effective.  Any director or the entire Board of Directors may be removed, with
or without cause, by the holders of a majority 
<PAGE>
 
of the shares then entitled to vote at an election of directors. Whenever the
holders of any class or series of stock are entitled to elect one or more
directors.by the certificate of incorporation, the provisions of the preceding
sentence shall apply, in respect to the removal without cause of a director or
directors so elected, to the vote of the holders of the outstanding shares of
that class or series and not to the vote of the outstanding shares as a whole.
Unless otherwise provided in the certificate of incorporation or these by-laws,
vacancies and newly created directorships resulting from any increase in the
authorized number of directors elected by all of the stockholders having the
right to vote as a single class or from any other cause may be filled by a
majority of the directors then in office, although less than a quorum, or by the
sole remaining director. Whenever the holders of any class or classes of stock
or series thereof are entitled to elect one or more directors by the certificate
of incorporation, vacancies and newly created directorships of such class or
classes or series may be filled by a majority of the directors elected by such
class or classes or series thereof then in office, or by the sole remaining
director so elected.

          Section 2.3. Regular Meetings.  Regular meetings of the Board of
                       ----------------                                   
Directors may be held at such places within or without the State of Delaware and
at such times as the Board may from time to time determine, and if so determined
notice thereof need not be given.

          Section 2.4. Special Meetings.  Special meetings of the Board of
                       ----------------                                   
Directors may be held at any time or place within or without the State of
Delaware whenever called by the Chairman of the Board, if any, by the Vice
Chairman of the Board, if any, by the President or by any two directors.
Reasonable notice thereof shall be given by the person or persons calling the
meeting.

          Section 2.5. Participation in Meetings by Conference Telephone
                       --------------------------------------- ---------
Permitted.  Unless otherwise restricted by the certificate of incorporation or
---------                                                                     
these by-laws, members of the Board of Directors, or any committee designated by
the Board, may participate in a meeting of the Board or of such committee, as
the case may be, by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and participation in a meeting pursuant to this by-law shall
constitute presence in person at such meeting.

          Section 2.6. Quorum; Vote Required for Action.  At all meetings of the
                       --------------------------------                         
Board of Directors a majority of the entire Board shall constitute a quorum for
the transaction of business.  The vote of a majority of the directors present at
a meeting at which a quorum is present shall be the act of the Board unless the
certificate of incorporation or these by-laws shall require a vote of a greater
number.  In case at any meeting of the Board a quorum shall not be present, the
members of the Board present may adjourn the meeting from time to time until a
quorum shall be present.

          Section 2.7. Organization.  Meetings of the Board of Directors shall
                       ------------                                           
be presided over by the Chairman of the Board, if any, or in the absence of the
Chairman of the Board by the Vice Chairman of the Board, if any, or in the
absence of the Vice Chairman of the Board by the President, or in their absence
by a chairman chosen at the meeting.  The Secretary, or in the absence of the
Secretary an Assistant Secretary, shall act as secretary of the meeting, but in
the absence of the Secretary and any Assistant Secretary the chairman of the
meeting may appoint any person to act as secretary of the meeting.

          Section 2.8. Action by Directors Without a 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, may be taken 
<PAGE>
 
without a meeting if all members of the Board or of such committee, as the case
may be, consent thereto in writing, and the writing or writings are filed with
the minutes of proceedings of the Board or committee.

          Section 2.9. Compensation of Directors.  Unless otherwise restricted
                       -------------------------                              
by the certificate of incorporation or these by-laws, the Board of Directors
shall have the authority to fix the compensation of directors.


                                 ARTICLE III

                                 Committees
                                 ----------

          Section 3.1. Committees.  The Board of Directors may, by resolution
                       ----------                                            
passed by a majority of the whole Board, designate one or more committees, each
committee to consist of one or more of the directors of the Corporation, except
that the Board of Directors may not form an executive committee without the
unanimous consent of the Board of Directors, which consent shall specify the
members of the proposed executive committee and limitations, if any, over the
authority of the executive committee.  The Board may designate one or more
directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee.  In the absence or
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not such
member or members constitute a quorum, may unanimously appoint another member of
the Board to act at the meeting in the place of any such absent or disqualified
member.  Any such committee, to the extent provided in the resolution of the
Board of Directors or in these by-laws, shall have and may exercise all the
powers and authority of the Board of Directors in the management of the business
and affairs of the Corporation, and may authorize the seal of the Corporation to
be affixed to all papers which may require it; but no such committee shall have
the power or authority in reference to amending the certificate of incorporation
(except that a committee may, to the extent authorized in the resolution or
resolutions providing for the issuance of shares of stock adopted by the Board
of Directors, fix the designations and any of the preferences or rights of such
shares relating to dividends, redemption, dissolution, any distribution of
assets of the Corporation or the conversion into, or the exchange of such shares
for, shares of any other class or classes or any other series of the same or any
other class or classes of stock of the Corporation or fix the number of shares
of any series of stock or authorize the increase or decrease of the shares of
any series), adopting an agreement of merger or consolidation, recommending to
the stockholders the sale, lease or exchange of all or substantially all of the
Corporation's property and assets, recommending to the stockholders a
dissolution of the Corporation or a revocation of a dissolution, removing or
indemnifying directors or amending these by-laws; and, unless the resolution,
these by-laws or the certificate of incorporation expressly so provides, no such
committee shall have the power or authority to declare a dividend, to authorize
the issuance of stock or to adopt a certificate of ownership and merger.

          Section 3.2. Committee Rules.  Unless the Board of Directors otherwise
                       ---------------                                          
provides, each committee designated by the Board may adopt, amend and repeal
rules for the conduct of its business.  In the absence of a provision by the
Board or a provision in the rules of such committee to the contrary, a majority
of the entire authorized number of members of such committee shall constitute a
quorum for the transaction of business, the vote of a majority of the members
present at a meeting at the time of such vote if a quorum is then present shall
be the act of such committee, and in other respects each committee shall conduct
its business in the same manner as the Board conducts its business pursuant to
Article II of these bylaws.
<PAGE>
 
                                  ARTICLE IV
                                 
                                   Officers
                                   --------

          Section 4.1. Officers; Election.  As soon as practicable after the
                       ------------------                                   
annual meeting of stockholders in each year, the Board of Directors shall elect
a President and a Secretary, and it may, if it so determines, elect from among
its members a Chairman of the Board and a Vice Chairman of the Board.  The Board
may also elect one or more Vice Presidents, one or more Assistant Vice
Presidents, one or more Assistant Secretaries, a Treasurer and one or more
Assistant Treasurers and such other officers as the Board may deem desirable or
appropriate and may give any of them such further designations or alternate
titles as it considers desirable.  Any number of offices may be held by the same
person unless the certificate of incorporation or these bylaws otherwise
provide.

          Section 4.2. Term of Office; Resignation; Removal; Vacancies.  Unless
                       ------------------------------------- ---------         
otherwise provided in the resolution of the Board of Directors electing any
officer, each officer shall hold office until his or her successor is elected
and qualified or until his or her earlier resignation or removal.  Any officer
may resign at any time upon written notice to the Board or to the President or
the Secretary of the Corporation.  Such resignation shall take effect at the
time specified therein, and unless otherwise specified therein no acceptance of
such resignation shall be necessary to make it effective.  The Board may remove
any officer with or without cause at any time.  Any such removal shall be
without prejudice to the contractual rights of such officer, if any, with the
Corporation, but the election of an officer shall not of itself create
contractual rights.  Any vacancy occurring in any office of the Corporation by
death, resignation, removal or otherwise may be filled by the Board at any
regular or special meeting.

          Section 4.3. Powers and Duties.  The officers of the Corporation shall
                       -----------------                                        
have such powers and duties in the management of the Corporation as shall be
stated in these by-laws or in a resolution of the Board of Directors which is
not inconsistent with these by-laws and, to the extent not so stated, as
generally pertain to their respective offices, subject to the control of the
Board.

          Section 4.4. Chairman of the Board.  The Chairman of the Board, if
                       ---------------------                                
any, shall preside at all meetings of the Board of Directors and of the
stockholders at which he or she shall be present and shall have and may exercise
such powers as may, from time to time, be assigned to him or her by the Board or
as may be provided by law.

          Section 4.5. Vice Chairman of the Board.  In the absence of the
                       --------------------------                        
Chairman of the Board, the Vice Chairman of the Board, if any, shall preside at
all meetings of the Board of Directors and of the stockholders at which he or
she shall be present and shall have and may exercise such powers as may, from
time to time, be assigned to him or her by the Board or as may be provided by
law.

          Section 4.6. President.  In the absence of the Chairman of the Board
                       ---------                                              
and Vice Chairman of the Board, the President shall preside at all meetings of
the Board of Directors and of the stockholders at which he or she shall be
present.  The President [shall be the chief executive officer and]/*/ shall have
general charge and supervision of the business of the 

------------------------
/*/Bracketed language deleted by June 2, 1997 amendment.
<PAGE>
 
Corporation and, in general, shall perform all duties incident to the office of
president of a corporation and such other duties as may, from time to time, be
assigned to him or her by the Board or as may be provided by law.

          Section 4.7. Vice Presidents.  The Vice President or Vice Presidents,
                       ---------------                                         
at the request or in the absence of the President or during the President's
inability to act, shall perform the duties of the President, and when so acting
shall have the powers of the President.  If there be more than one Vice
President, the Board of Directors may determine which one or more of the Vice
Presidents shall perform any of such duties; or if such determination is not
made by the Board, the President may make such determination; otherwise any of
the Vice Presidents may perform an of such duties.  The Vice President or Vice
Presidents shall have such other powers and shall perform such other duties as
may, from time to time, be assigned to him or her or them by the Board or the
President or as may be provided by law.

          Section 4.8. Secretary.  The Secretary shall have the duty to record
                       ---------                                              
the proceedings of the meetings of the stockholders, the Board of Directors and
any committees in a book to be kept for that purpose, shall see that all notices
are duly given in accordance with the provisions of these by-laws or as required
by law, shall be custodian of the records of the Corporation, may affix the
corporate seal to any document the execution of which, on behalf of the
Corporation, is duly authorized, and when so affixed may attest the same, and,
in general, shall perform all duties incident to the office of secretary of a
corporation and such other duties as may, from time to time, be assigned to him
or her by the Board or the President or as may be provided by law.

          Section 4.9. Treasurer.  The Treasurer shall have charge of and be
                       ---------                                            
responsible for all funds, securities, receipts and disbursements of the
Corporation and shall deposit or cause to be deposited, in the name of the
Corporation, all moneys or other valuable effects in such banks, trust companies
or other depositories as shall, from time to time, be selected by or under
authority of the Board of Directors.  If required by the Board, the Treasurer
shall give a bond for the faithful discharge of his or her duties, with such
surety or sureties as the Board may determine.  The Treasurer shall keep or
cause to be kept full and accurate records of all receipts and disbursements in
books of the Corporation, shall render to the President and to the Board,
whenever requested, an account of the financial condition of the Corporation,
and, in general, shall perform all the duties incident to the office of
treasurer of a corporation and such other duties as may, from time to time, be
assigned to him or her by the Board or the President or as may be provided by
law.

          Section 4.10. Other Officers.  The other officers, if any, of the
                        --------------                                     
Corporation shall have such powers and duties in the management of the
Corporation as shall be stated in a resolution of the Board of Directors which
is not inconsistent with these by-laws and, to the extent not so stated, as
generally pertain to their respective offices, subject to the control of the
Board.  The Board may require any officer, agent or employee to give security
for the faithful performance of his or her duties.

          Section 4.11. Fidelity Bonds.  If required by the Board of Directors,
                        --------------                                         
any officer shall give the Corporation a bond in a sum and with one or more
sureties satisfactory to the Board, for the faithful performance of the duties
of his or her office, and for the restoration to the Corporation, in case of his
or her death, resignation, retirement or removal from office, of all books,
papers, vouchers, money and other property of whatever kind in his or her
possession or under his or her control belonging to the Corporation.
<PAGE>
 
                                   ARTICLE V

                                     Stock
                                     -----

          Section 5.1. Certificates.  Every holder of stock in the Corporation
                       ------------                                           
shall be entitled to have a certificate signed by or in the name of the
Corporation by the Chairman or Vice Chairman of the Board of Directors, if any,
or the President or a Vice President, and by the Treasurer or an Assistant
Treasurer, or the Secretary or an Assistant Secretary, of the Corporation,
representing the number of shares of stock in the Corporation owned by such
holder.  If such certificate is manually signed by one officer or manually
countersigned by a transfer agent or by a registrar, any other signature on the
certificate may be facsimile.  In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if such person were such officer, transfer agent or registrar at the date of
issue.

          Each certificate representing shares shall state upon the face thereof
that the Corporation is formed under the laws of the State of Delaware, the name
of the person or persons to whom such shares have been issued and the number and
class of such shares, and the designation of the class or series, if any, which
such certificate represents.

          If the Corporation is authorized to issue more than one class of stock
or more than one series of any class, the powers, designations, preferences and
relative, participating, optional or other special rights of each class of stock
or series thereof and the qualifications or restrictions of such preferences
and/or rights shall be set forth in full or summarized on the face or back of
the certificate which the Corporation shall issue to represent such class or
series of stock; provided, that, except as otherwise provided by law, 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 without charge to each
stockholder who so requests the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights.

          Section 5.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of
                       ------------------------------- -------------------------
New Certificates.  The Corporation may issue a new certificate of stock in the
----------------                                                              
place of any certificate theretofore issued by it, alleged to have been lost,
stolen or destroyed, and the Corporation may require the owner of the lost,
stolen or destroyed certificate, or such owner's legal representative, to give
the Corporation a bond sufficient to indemnify it against any claim that may be
made against it on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate.

          Section 5.3. Transfers of Stock.  Transfers of stock shall be made on
                       ------------------                                      
the books of the Corporation only by the person named in the certificate or by
his attorney, lawfully constituted in writing, and upon surrender of the
certificate therefor, together with such evidence of the payment of transfer
taxes and compliance with other provisions of law as the Corporation or its
transfer agent may require.

          Section 5.4. Registered Stockholders.  The Corporation may treat the
                       -----------------------                                
holder of record of any share or shares of stock as the holder thereof, and
shall not be bound to recognize any equitable or other claim to or interest in
such share on the part of any other person, whether or not it shall have express
or other notice thereof, save as expressly provided 
<PAGE>
 
by the laws of Delaware.


                                  ARTICLE VI

                                 Miscellaneous
                                 -------------

          Section 6.1. Fiscal Year. The fiscal year of the Corporation shall be
                       -----------
determined by the Board of Directors.

          Section 6.2. Seal. The Corporation may have a corporate seal which
                       ----                                                 
shall have the name of the Corporation inscribed thereon and shall be in such
form as may be approved from time to time by the Board of Directors.  The
corporate seal may be used by causing it or a facsimile thereof to be impressed
or affixed or in any other manner reproduced.

          Section 6.3. Waiver of Notice of Meetings of Stockholders, Directors
                       ------------------------------- -----------------------
and Committees.  Whenever notice is required to be given by law or under any
--------------                                                              
provision of the certificate of incorporation or these by-laws, a written waiver
thereof, signed by the person entitled to notice, whether before or after the
time stated therein, shall be deemed equivalent to notice.  Attendance of a
person at a meeting shall constitute a waiver of notice of such meeting, except
when the person attends a meeting for the express purpose of objecting, at the
beginning of the meeting, 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 regular or special meeting of the stockholders,
directors or members of a committee of directors need be specified in any
written waiver of notice unless so required by the certificate of incorporation
or these by-laws.

          Section 6.4. Indemnification of Directors, Officers and Employees.
                       ----------------------------------------------------  
The Corporation shall indemnify to the full extent permitted by law any person
made or threatened to be made a party to any action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that
such person or such person's testator or intestate is or was a director, officer
or employee of the Corporation or serves or served at the request of the
Corporation any other enterprise as a director, officer or employee.  Expenses
incurred by any such person in defending any such action, suit or proceeding
shall be paid or reimbursed by the Corporation promptly upon receipt by it of an
undertaking of such person to repay such expenses if it shall ultimately be
determined that such person is not entitled to be indemnified by the
Corporation.  The rights provided to any person by this by-law shall be
enforceable against the Corporation by such person who shall be presumed to have
relied upon it in serving or continuing to serve as a director, officer or
employee as provided above.  No amendment of this by-law shall impair the rights
of any person arising at any time with respect to events occurring prior to such
amendment.  For purposes of this by-law, the term "Corporation" shall include
any predecessor of the Corporation and any constituent corporation (including
any constituent of a constituent) absorbed by the Corporation in a consolidation
or merger; the term "other enterprise" shall include any corporation,
partnership, joint venture, trust or employee benefit plan; service "at the
request of the Corporation" shall include service as a director, officer or
employee of the Corporation which imposes duties on, or involves services by,
such director, officer or employee with respect to an employee benefit plan, its
participants or beneficiaries; any excise taxes assessed on a person with
respect to an employee benefit plan shall be deemed to be indemnifiable
expenses; and action by a person with respect to an employee benefit plan which
such person reasonably believes to be in the interest of the participants and
beneficiaries of such plan shall be deemed to be action not opposed to the best
interests of the Corporation.
<PAGE>
 
          Section 6.5. Interested Directors; Quorum.  No contract or transaction
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between the Corporation and one or more of its directors or officers, or between
the Corporation and any other corporation, partnership, association or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because his or her or their
votes are counted for such purpose, if: (1) the material facts as to his or her
relationship or interest and as to the contract or transaction are disclosed or
are known to the Board or the committee, and the Board or committee in good
faith authorizes the contract or transaction by the affirmative vote of a
majority of the disinterested directors, even though the disinterested directors
be less than a quorum; or (2) the material facts as to his or her relationship
or interest and as to the contract or transaction are disclosed or are known to
the stockholders entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by vote of the stockholders; or (3) the
contract or transaction is fair as to the Corporation as of the time it is
authorized, approved or ratified, by the Board, a committee thereof or the
stockholders.  Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a committee
which authorizes the contract or transaction.

          Section 6.6. Form of Records.  Any records maintained by the
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Corporation in the regular course of its business, including its stock ledger,
books of account and minute books, may be kept on, or be in the form of, punch
cards, magnetic tape, photographs, microphotographs or any other information
storage device, provided that the records so kept can be converted into clearly
legible form within a reasonable time.  The Corporation shall so convert any
records so kept upon the request of any person entitled to inspect the same.

          Section 6.7. Amendment of By-Laws.  These by-laws may be amended or
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repealed, and new by-laws adopted, by the Board of Directors, but the
stockholders entitled to vote may adopt additional by-laws and may amend or
repeal any by-law whether or not adopted by them.


                                  ARTICLE VII

                                    Offices
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          Section 7.1. Registered Office.  The registered office of the
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Corporation in the State of Delaware shall be at 1209 Orange Street, City of
Wilmington, County of New Castle, and the registered agent in charge thereof
shall be The Corporation Trust Company.

          Section 7.2. Other Offices.  The Corporation may also have an office
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or offices at other places within or without the State of Delaware.