<PAGE>
 
                                                                     EXHIBIT 3.2


                                    BYLAWS

                                      OF

                                NGC CORPORATION

                            A  Delaware Corporation
<PAGE>
 

                               TABLE OF CONTENTS


      Section                                                           Page
      -------                                                           ----

ARTICLE ONE:  OFFICES

1.1  Registered Office and Agent ........................................ 1
1.2  Other Offices ...................................................... 1

ARTICLE TWO:  MEETINGS OF STOCKHOLDERS
 
2.1  Annual Meeting ..................................................... 1
2.2  Special Meeting .................................................... 1
2.3  Place of Meetings .................................................. 2
2.4  Notice ............................................................. 2
2.5  Voting List......................................................... 2
2.6  Quorum ............................................................. 2
2.7  Required Vote; Withdrawal of Quorum ................................ 3
2.8  Method of Voting; Proxies .......................................... 3
2.9  Record Date ........................................................ 3
2.10 Conduct of Meeting ................................................. 4
2.11 Inspectors ......................................................... 4

ARTICLE THREE:  DIRECTORS

3.1  Management ......................................................... 5
3.2  Number; Term ....................................................... 5
3.3  Removal; Vacancies ................................................. 5
3.4  Meetings of Directors .............................................. 5
3.5  First Meeting ...................................................... 5
3.6  Election of Officers ............................................... 6
3.7  Regular Meetings ................................................... 6
3.8  Special Meetings ................................................... 6
3.9  Notice ............................................................. 6
3.10 Quorum; Vote Required; Actions Requiring Approval .................. 6
3.11 Procedure .......................................................... 9
3.12 Presumption of Assent .............................................. 9
3.13 Compensation ....................................................... 9
3.14 Interested Directors ............................................... 9

                                       i
<PAGE>
 
ARTICLE FOUR:  COMMITTEES

4.1  Executive Committee................................................ 10
4.2  Other Committees .................................................. 10
4.3  Number; Qualification; Term ....................................... 10
4.4  Authority ......................................................... 10
4.5  Committee Changes ................................................. 11
4.6  Alternate Members of Committees ................................... 11
4.7  Regular Meetings .................................................. 11
4.8  Special Meetings .................................................. 11
4.9  Quorum; Majority Vote ............................................. 11
4.10 Minutes ........................................................... 11
4.11 Compensation ...................................................... 11
4.12 Responsibility .................................................... 12

ARTICLE FIVE:  NOTICE

5.1  Method ............................................................ 12
5.2  Waiver ............................................................ 12

ARTICLE SIX:  OFFICERS

6.1  Number; Titles; Term of Office..................................... 12
6.2  Removal ........................................................... 13
6.3  Vacancies ......................................................... 13
6.4  Authority ......................................................... 13
6.5  Compensation ...................................................... 13
6.6  Chairman of the Board ............................................. 13
6.7  President ......................................................... 13
6.8  Vice Presidents ................................................... 14
6.9  Treasurer ......................................................... 14
6.10 Assistant Treasurer ............................................... 14
6.11 Secretary ......................................................... 14
6.12 Assistant Secretaries ............................................. 14

ARTICLE SEVEN:  CERTIFICATES AND STOCKHOLDERS

7.1  Certificates for Shares ........................................... 15
7.2  Replacement of Lost or Destroyed Certificates ..................... 15
7.3  Transfer of Shares ................................................ 15


                                      ii
<PAGE>
 
7.4  Registered Stockholders ........................................... 15
7.5  Regulations ....................................................... 16
7.6  Legends ........................................................... 16

ARTICLE EIGHT:  MISCELLANEOUS PROVISIONS

8.1  Reserves .......................................................... 16
8.2  Books and Records ................................................. 16
8.3  Fiscal Year ....................................................... 16
8.4  Seal .............................................................. 16
8.5  Resignations ...................................................... 16
8.6  Securities of Other Corporations .................................. 17
8.7  Telephone Meetings ................................................ 17
8.8  Invalid Provisions ................................................ 17
8.9  Mortgages, etc. ................................................... 17
8.10 Headings .......................................................... 17
8.11 References ........................................................ 17
8.12 Amendments ........................................................ 17
 

                                      iii
<PAGE>
 
                                    BYLAWS

                                      OF

                                NGC CORPORATION

                            A  Delaware Corporation


                             ARTICLE ONE:  OFFICES


     1.1  Registered Office and Agent. The registered office and registered
agent of the Corporation shall be as designated from time to time by the
appropriate filing by the Corporation in the office of the Secretary of State of
the State of Delaware.

     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 as the business of the Corporation may
require.


                    ARTICLE TWO:  MEETINGS OF STOCKHOLDERS


     2.1  Annual Meeting. An annual meeting of stockholders of the Corporation
shall be held each calendar year on such date and at such time as shall be
designated from time to time by the board of directors and stated in the notice
of the meeting or in a duly executed waiver of notice of such meeting. At such
meeting, the stockholders shall elect directors and transact such other business
as may be properly brought before the meeting.

     2.2  Special Meeting. A special meeting of the stockholders may be called
by the board of directors pursuant to a resolution adopted by a majority of the
directors, by the Chairman of the Board, by the President, or by any holder or
holders of record of at least 10% of the outstanding shares of capital stock of
the Corporation then entitled to vote on any matter for which the respective
special meeting is being called (considered for this purpose as one class).
Subject to applicable law, a special meeting shall be held on such date and at
such time as shall be designated by the persons(s) calling the meeting and
stated in the notice of the meeting or in a duly executed waiver of notice of
such meeting. Only such business shall be transacted at a special meeting as may
be stated or indicated in the notice of such meeting given in accordance with
these Bylaws or in a duly executed waiver of notice of such meeting.

     2.3 Place of Meetings. An annual meeting of stockholders may be held at any
place within or without the State of Delaware designated by the board of
directors. A
<PAGE>
 
                                       2

special meeting of stockholders may be held at any place within or without the
State of Delaware designated in the notice of the meeting or a duly executed
waiver of notice of such meeting.  Meetings of stockholders shall be held at the
principal office of the Corporation unless another place is designated for
meetings in the manner provided herein.

     2.4  Notice. A written or printed notice stating the place, day and time of
each meeting of the stockholders and, in the case of a special meeting, the
purpose or purposes for which the meeting is called shall be delivered not less
than ten nor more than 60 days before the date of the meeting, either personally
or by mail, by or at the direction of the Chairman of the Board, the President,
the Secretary or the officer or person(s) calling the meeting, to each
stockholder of record entitled to vote at such meeting. If such notice is to be
sent by mail, it shall be directed to such stockholder at such stockholder's
address as it appears on the records of the Corporation, unless such stockholder
shall have filed with the Secretary of the Corporation a written request that
notices to such stockholder be mailed to some other address, in which case it
shall be directed to such stockholder at such other address. Notice of any
meeting of stockholders shall not be required to be given to any stockholder who
shall attend such meeting in person or by proxy and shall not, at the beginning
of such meeting, object to the transaction of any business because the meeting
is not lawfully called or convened, or who shall, either before or after the
meeting, submit a signed waiver of notice, in person or by proxy.

     2.5  Voting List. At least ten days before each meeting of stockholders,
the Secretary or other officer of the Corporation who has charge of the
Corporation's stock ledger, either directly or through another officer appointed
by such officer or through a transfer agent appointed by the board of directors,
shall prepare a complete list of stockholders entitled to vote thereat arranged
in alphabetical order and showing the address of each stockholder and number of
shares of capital stock registered in the name of each stockholder. For a period
of ten days prior to such meeting, such list shall be kept on file at a place
within the city where the meeting is to be held, which place shall be specified
in the notice of meeting or a duly executed waiver of notice of such meeting or,
if not so specified, at the place where the meeting is to be held, and shall be
open to examination by any stockholder during ordinary business hours. Such list
shall be produced at such meeting and kept at the meeting at all times during
such meeting and may be inspected by any stockholder who is present.

     2.6  Quorum.  The holders of a majority of the voting power of the
outstanding shares of capital stock entitled to vote on a matter, present in
person or by proxy, shall constitute a quorum at any meeting of stockholders,
except as otherwise provided by law, the certificate of incorporation of the
Corporation, these Bylaws, or any rule or regulation applicable to the
Corporation or of any applicable national securities exchange. If a quorum shall
not be present, in person or by proxy, at any meeting of stockholders, the
stockholders entitled to vote thereat who are present, in person or by proxy
(or, if no stockholder entitled to
<PAGE>
 
                                       3

vote is present, any officer of the Corporation), may adjourn the meeting from
time to time without notice other than announcement at the meeting (unless the
board of directors, after such adjournment, fixes a new record date for the
adjourned meeting), until a quorum shall be present, in person or by proxy. At
any adjourned meeting at which a quorum shall be present, in person or by proxy,
any business may be transacted which may have been transacted at the original
meeting had a quorum been present; provided that, 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 adjourned meeting.

     2.7  Required Vote; Withdrawal of Quorum. When a quorum is present at any
meeting, the vote of the holders of at least a majority of the voting power of
the outstanding shares of capital stock entitled to vote thereat who are
present, in person or by proxy, shall decide any questions brought before such
meeting, unless the question is one on which, by express provision of law, the
certificate of incorporation of the Corporation, these Bylaws, or any rule or
regulation applicable to the Corporation or of any applicable national
securities exchange, a different vote is required, in which cases such express
provision shall govern and control the decision of such question. The
stockholders present at a duly constituted meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough shares of
capital stock to leave less than a quorum.

     2.8  Method of Voting; Proxies. Except as otherwise provided in the
certificate of incorporation of the Corporation or by law, each outstanding
share of capital stock, regardless of class, shall be entitled to one vote on
each matter submitted to a vote at a meeting of stockholders. Elections of
directors need not be by written ballot. At any meeting of stockholders, every
stockholder having the right to vote may vote either in person or by proxy
executed in writing by the stockholder or by such stockholder's duly authorized
attorney-in-fact. Each such proxy shall be filed with the Secretary of
Corporation before or at the time of the meeting. No proxy shall be valid after
three years from the date of its execution, unless otherwise provided in the
proxy. If no date is stated in a proxy, such proxy shall be presumed to have
been executed on the date of the meeting at which it is to be voted. Each proxy
shall be revocable unless expressly provided therein to be irrevocable and
coupled with an interest sufficient in law to support an irrevocable power or
unless otherwise made irrevocable by law.

     2.9  Record Date. For the purposes of determine stockholders entitled (a)
to notice of or to vote at any meeting of stockholders or any adjournment
thereof, (b) to receive payment of any dividend or other distribution or
allotment of any rights, or (c) 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 by
the board
<PAGE>
 
                                       4



of directors for any such determination of stockholders, such date in
any case to be not more than 60 days and not less than ten days prior to such
meeting nor more than 60 days prior to any other action. If no record date is
fixed:

     (i) 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.

     (ii) The record date for determining stockholders for any other purpose
shall be at the close of business on the day on which the board of directors
adopts the resolution relating thereto.

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

    2.10  Conduct of Meeting. The Chairman of the Board, if such office has been
filed, and, if not or if the Chairman of the Board is absent or otherwise unable
to act, the President shall chair all meetings of stockholders. The Secretary
shall keep the records of each meeting of stockholders. In the absence or
inability to act of any such officer, such officer's duties shall be performed
by the officer given the authority to act for such absent or non-acting officer
under these Bylaws or by a person appointed by the meeting.

    2.11  Inspectors. The board of directors may, in advance of any meeting of
stockholders, appoint one or more inspectors to act at such meeting or any
adjournment thereof. If any of the inspectors so appointed shall fail to appear
or act, the chairman of the meeting shall, or if inspectors shall not have been
appointed, the chairman of the meeting may, appoint one or more inspectors. Each
inspector, before entering upon the discharge of his or her duties, shall take
and sign an oath faithfully to execute the duties of inspector at such meeting
with strict impartiality and according to the best of his or her ability. The
inspectors shall determine the number of shares of capital stock of the
Corporation outstanding and the voting power of each, the number of shares
represented at the meeting, the existence of a quorum, and the validity and
effect of proxies and shall receive votes, ballots or consents, hear and
determine all challenges and questions arising in connection with the right to
vote, count and tabulate all votes, ballots or consents, determine the results
and certify their determination of the number of shares represented at the
meeting and their count of all votes and ballots, and do such acts as are proper
to conduct the election or vote with fairness to all stockholders. On request of
the chairman of the meeting, the inspectors shall make a report in writing of
any challenge, request or matter determined by them and shall execute a
certificate of any fact
<PAGE>
 
                                       5



found by them. No director or candidate for the office of director shall act as
an inspector of an election of directors. Inspectors need not be stockholders.

                           ARTICLE THREE:  DIRECTORS


    3.1  Management. The business and property of the Corporation shall be
managed by the board of directors. Subject to the restrictions imposed by law,
the certificate of incorporation of the Corporation or these Bylaws, the board
of directors may exercise all the powers of the Corporation.

    3.2  Number; Term. The number of directors constituting the board of
directors shall be thirteen. Each director shall hold office until the next
annual meeting of stockholders following his or her election, and until his or
her successor shall have been duly elected and qualified, or until his or her
earlier death, resignation or removal.

    3.3  Removal; Vacancies. Any or all of the directors may be removed, with or
without cause, upon the affirmative vote or consent of the holders of a majority
of the voting power of the outstanding shares of each class of capital stock
then entitled to vote in person or by proxy at an election of such directors.
Any vacancies occurring in the board of directors caused by death, resignation,
retirement, disqualification, removal or other termination from office of any
director may be filled by the vote of at least eleven directors then in office
or by the affirmative vote, at any annual meeting or any special meeting of the
stockholders called for the purpose of filing such directorship or
directorships, of the holders of a majority of the outstanding shares of each
class of capital stock then entitled to vote in person or by proxy at an
election of such directors. Each successor director so chosen shall hold office
for the unexpired term of his or her predecessor in office.

    3.4   Meetings of Directors. The directors may hold their meetings and may
have an office and keep the records of the Corporation, except as otherwise
provided by law, in such place or places within or without the State of Delaware
as the board of directors may from time to time determine or as shall be
specified in the notice of such meeting or duly executed waiver of notice of
such meeting.

    3.5   First Meeting. Each newly elected board of directors may hold its
first meeting for the purpose of organization and the transaction of business,
if a quorum is present, immediately after and at the same place as the annual
meeting of stockholders, and no notice of such meeting shall be necessary.
<PAGE>
 
                                       6



    3.6   Election of Officers. At the first meeting of the board of directors
after each annual meeting of stockholders at which a quorum shall be present,
the board of directors shall elect the officers of the Corporation.

    3.7   Regular Meetings. Regular meetings of the board of directors shall be
held at such times and places as shall be designated from time to time by
resolution of the board of directors. Notice of such regular meetings shall not
be required.

    3.8   Special Meetings. Special meetings of the board of directors shall be
held whenever called by the Chairman of the Board or any two or more directors.

    3.9   Notice. The Secretary shall give notice of each special meeting to
each director at least five business days before the meeting. Notice of any such
meeting need not be given to any director who, either before or after the
meeting, submits a signed waiver of notice or who shall attend such meeting
without protesting, prior to or at its commencement, the lack of notice to him
or her. The purpose of any special meeting shall be specified in the notice or
waiver of notice of such meeting.

    3.10  Quorum; Vote Required; Actions Requiring Approval. (a) Except as
provided in Section 3.10(b), at all meetings of the board of directors, seven
directors shall constitute a quorum for the transaction of business. If at any
meeting of the board of directors there is less than a quorum present, a
majority of those present or any director solely present may adjourn the meeting
from time to time without further notice. Unless the act of a greater number is
required by law, the certificate of incorporation of the Corporation or these
Bylaws, the act of a majority of the directors present at a meeting at which a
quorum is in attendance shall be the act of the board of directors.

          (b) Notwithstanding anything to the contrary herein (and subject to
the provisions of Section 4.1 of these Bylaws), the Corporation shall not take
(or permit to be taken in its capacity as a shareholder or partner or otherwise
permit any Subsidiary of the Corporation to take) any of the following actions
unless approved by the affirmative vote of at least eleven directors:

          (i) any sale of all or substantially all of the assets of the
Corporation or any Subsidiary;

         (ii) any merger, consolidation, liquidation or dissolution of the
Corporation or any Subsidiary or any purchase or other acquisition of any common
stock or preferred stock of the Corporation;
<PAGE>
 
                                       7



        (iii) adopting any resolution proposing an amendment to the certificate
of incorporation of the Corporation;

         (iv) the Corporation or any Subsidiary entering into any line of
business that neither the Corporation nor any Subsidiary is engaged in on
Effective Time (as such term is defined in that certain Combination Agreement
and Plan of Merger among the Corporation and certain other parties dated as of
May 22, 1996);

          (v) the Corporation or any Subsidiary paying any dividend or otherwise
making any distribution to any person;

         (vi) the Corporation or any Subsidiary issuing any stock or other
security or ownership interests to any person;

        (vii) the Corporation or any Subsidiary engaging in any oil or gas
futures activities, or other trading activities relating to oil or gas pricing,
including, without limitation, hedging, swaps, options or speculation (such
activities referred to herein as "trading activities"), that, based on the
average oil or gas pricing during the 6 months preceding the date of such
activity, could result in exposure to loss to the Corporation in excess of
$10,000,000 as to any single transaction, other than trading activities which
offset physical transactions and are accounted for as a hedge, and in no event
shall the uncovered portion of the trading activities of the Corporation and its
subsidiaries, in the aggregate, result in an exposure to loss to the Corporation
in excess of $10,000,000;

       (viii) amending or terminating any contract, commitment or employee
compensation plan if the execution of or entering into such contract, commitment
or plan was approved by the board of directors pursuant to this Section 3.10(b)
(or would have been subject to board of director approval pursuant to this
Section 3.10(b) if this Section 3.10 had been in effect at the time of execution
of or entering into such contract, commitment or plan);

         (ix) approving a different method in which the Corporation keeps its
books;

          (x) the commencement by the Corporation or any Subsidiary of a
voluntary case or proceeding under any applicable federal or state bankruptcy,
insolvency, reorganization or other similar law or of any other voluntary case
or proceeding to be adjudicated a bankrupt or insolvent or the consent by it to
the entry of a decree or order for relief against it in an involuntary case or
proceeding under any applicable federal or state bankruptcy, insolvency,
reorganization or other similar law or to the commencement of any bankruptcy or
insolvency case or proceeding against it, or the
<PAGE>
 
                                       8



filing by it of a petition or answer or consent seeking reorganization or relief
under any applicable federal or state law, or the consent by it to the filing of
such petition or to the appointment of or taking possession by a custodian,
receiver, liquidator, assignee, trustee, sequestrator or similar official of any
substantial part of its property, or the making by it of an assignment for the
benefit of creditors, or the admission by it in writing of its inability to pay
its debts generally as they become due, or the taking of action in furtherance
of any such action;

         (xi) the Corporation or any Subsidiary taking any action in its
capacity as a shareholder, partner, member or owner of any interest in a person
which, if taken by the Corporation itself, would require the approval of the
board of directors pursuant to this Section 3.10(b);

        (xii) the Corporation or any Subsidiary (A) making, or committing to
make, any payment in excess of $10,000,000 per transaction or contract (or
series of related transaction or contracts), whether as or in connection with a
capital expenditure, asset purchase, purchase of goods or services, investment,
rental, settlement, equity contribution, loan, guaranty or otherwise, (B)
borrowing any amount in excess of $10,000,000 per transaction or contract (or
series of related transactions or contracts), (C) disposing of or otherwise
transferring any asset (or related assets) whose fair market value exceeds
$10,000,000 or (D) entering into any contract or transaction (or series of
contracts or transactions) pursuant to which the Corporation or any Subsidiary
is to receive more than $10,000,000; provided, however, if the amount in
question is in excess of $10,000,000 but less than $25,000,000, any action
referred to in (A), (B), (C) or (D) (including any such action that is also
subject to Section 3.10(b)(vii) and any other such action that is subject to any
of the other provisions of Section 3.10(b) except for the Corporation issuing
any stock or other security or ownership interests to any person or paying any
dividend or otherwise making any distribution to any person) need not be
approved as aforesaid by the board of directors if approved by the unanimous
vote of the Executive Committee;
               
        (xiii) any change in the fiscal year of the Corporation;

        (xiv) the appointment or removal of the Corporation's Chief Executive
Officer, President, Chief Financial Officer or any Senior Vice President;

        (xv) the filling of any vacancy in the board of directors of the
Corporation; and

        (xvi) the establishment of any committee of the board of directors of
the Corporation.
<PAGE>
 
                                       9



Notwithstanding the foregoing, if one or more directors give written notice to
the Secretary that such director or directors intend to abstain pursuant to
Section 3.14 of these Bylaws on a matter that is subject to this Section
3.10(b), then in lieu of the approval otherwise required herein such action may
be approved by the affirmative vote of at least such number of directors equal
to eleven less the number of directors that have given such notice.  For
purposes of these Bylaws, "Subsidiary" means (i) any corporation or other entity
a majority of the capital stock of which having ordinary voting power to elect a
majority of the board of directors or other persons performing similar functions
is at the time owned, directly or indirectly, with power to vote, by the
Corporation, or (ii) a partnership, joint venture or limited liability company
in which the Corporation holds, directly or indirectly, a majority interest with
respect to voting power, rights to receive distributions or report earnings, or
capital accounts, provided that none of Novagas Clearinghouse Limited
Partnership, Novagas Clearinghouse Limited, Novagas Clearinghouse Pipelines
Limited Partnership or Novagas Clearinghouse Pipelines Limited shall be deemed
to be a Subsidiary as currently constituted or as changed in connection with the
transactions contemplated by that certain Combination Agreement and Plan of
Merger dated as of May 22, 1996 among NGC Corporation, Chevron U.S.A. Inc. and
Midstream Combination Corp. and shall not be considered a Subsidiary solely by
reason of an increase in the Corporation's equity interest in any one or more of
the foregoing entities from approximately 49% to approximately 51%.

    3.11  Procedure. At meetings of the board of directors, business shall be
transacted in such order as from time to time the board of directors may
determine. The Chairman of the Board, if such office has been filled, and, if
not or if the Chairman of the Board is absent or otherwise unable to act, the
President shall preside at all meetings of the board of directors. In the
absence or inability to act of either such officer, a chairman shall be chosen
by the board of directors from among the directors present. The Secretary of the
Corporation shall act as the secretary of each meeting of the board of directors
unless the board of directors appoints another person to act as secretary of the
meeting. The board of directors shall keep regular minutes of its proceedings
which shall be placed in the minute book of the Corporation.

    3.12  Presumption of Assent. A director of the Corporation who is present at
the meeting of the board of directors at which action on any corporate matter is
taken shall be presumed to have assented to the action unless his abstention or
dissent shall be entered in the minutes of the meeting or unless he shall file
his written dissent to such action with the person acting as secretary of the
meeting before the adjournment thereof or shall forward any dissent or
abstention by certified or registered mail to the Secretary of the Corporation
immediately after the adjournment of the meeting. Such right to dissent shall
not apply to a director who voted in favor of such action.
<PAGE>
 
                                      10



    3.13  Compensation. The board of directors shall have the authority to fix
the compensation, including fees and reimbursement of expenses, paid to
directors for attendance at regular or special meetings of the board of
directors or any committee thereof; provided, however, that nothing contained
herein shall be construed to preclude any director from serving the Corporation
in any other capacity and receiving compensation therefor.

    3.14  Interested Directors. A director who has an interest in a transaction
or matter within the meaning of Section 144 of the Delaware General Corporation
Law (or in which the Stockholder that nominated such director pursuant to that
certain Stockholders Agreement dated May 22, 1996 among the Corporation and
certain other persons (the "Stockholders Agreement") has an interest) that is
the subject of review or action by the board of directors shall (i) disclose
such interest to the board of directors (ii) abstain from voting with respect to
such transaction or matter and (iii) give written notice to the Secretary of the
Corporation that he or she intends to so abstain. If one or more directors give
written notice to the Secretary that such director or directors intend to
abstain pursuant to this Section 3.14 with respect to any action by the Board of
Directors, then in lieu of the approval otherwise required under these Bylaws
for such action, such action may be approved by the affirmative vote of at least
the number of directors that would otherwise have been required less the number
of directors that have given such notice.


                           ARTICLE FOUR:  COMMITTEES


    4.1  Executive Committee. The board of directors, acting by resolution
adopted by at least eleven directors, may elect from among its members an
Executive Committee of four members, which committee shall have the authority to
approve actions to the extent specified in Section 3.10(b) of these Bylaws and,
with respect to actions not subject to Section 3.10(b), any other actions that a
majority of the board of directors could approve except to the extent restricted
by law or the certificate of incorporation of the Corporation. In the event of a
vacancy, the Executive Committee shall have no authority to take any action
until such vacancy is filled.

    4.2  Other Committees. In addition to the Executive Committee, the board of
directors may, by resolution adopted by at least eleven directors, designate one
or more other committees (an "Additional Committee").

    4.3  Number; Qualification; Term. Each Additional Committee shall consist of
one or more directors appointed by resolution adopted by at least eleven
directors. The number of committee members may be increased or decreased from
time to time by resolution adopted by at least eleven directors. Each committee
member shall serve as such until the
<PAGE>
 
                                      11



earliest of (i) the expiration of his or her term as director, (ii) his or her
resignation as a committee member or as a director, or (iii) his or her removal
as a committee member or as a director.

    4.4  Authority. Each Additional Committee, to the extent expressly provided
in the resolution adopted by at least eleven directors establishing such
committee, shall have and may exercise all of the authority of the board of
directors in the management of the business and property of the Corporation
except to the extent expressly restricted by such resolution or by law, the
certificate of incorporation of the Corporation, or these Bylaws.
Notwithstanding the foregoing, no committee (other than the Executive Committee
as provided in, but only to the extent provided in, Section 3.10(b)) may approve
or authorize the actions specified in Section 3.10(b).

    4.5  Committee Changes. The board of directors by resolution adopted by at
least eleven directors shall have the power at any time to fill vacancies in, to
change the membership of, and to discharge any committee.

    4.6  Alternate Members of Committees. The board of directors may designate
one or more directors as alternate members of any committee.

    4.7  Regular Meetings. Regular meetings of any committee may be held without
notice at such time and place as may be designated from time to time by the
committee and communicated to all members thereof.

    4.8  Special Meetings. Special meetings of any committee may be held
whenever called by any committee member. The committee member calling any
special meeting shall cause notice of such special meeting, including therein
the time and place of such special meeting, to be given to each committee member
at least two days before such special meeting. The purpose of any special
meeting shall be specified in the notice or waiver of notice of such meeting.

    4.9  Quorum; Majority Vote. At meetings of any committee, a majority of the
number of members designated by the board of directors shall constitute a quorum
for the transaction of business; provided, however, that the quorum for the
transaction of business by the Executive Committee shall be all members thereof.
If a quorum is not present at a meeting of any committee, a majority of the
members present may adjourn the meeting from time to time, without notice other
than an announcement at the meeting, until a quorum is present. The act of a
majority of the members present at any meeting at which a quorum is in
attendance shall be the act of a committee, unless the act of a greater number
is required by law, the certificate of incorporation of the Corporation, or
Section 3.10(b) or any other provision of these Bylaws.
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    4.10  Minutes. Each committee shall cause minutes of its proceedings to be
prepared and shall report the same to the board of directors upon the request of
the board of directors. The minutes of the proceedings of each committee shall
be delivered to the Secretary of the Corporation for placement in the minute
books of the Corporation.

    4.11  Compensation. Committee members may, by resolution of the board of
directors, be allowed a stated salary or a fixed sum and expenses of attendance,
if any, for attending any committee meetings.

    4.12  Responsibility. The designation of any committee and the delegation of
authority to it shall not operate to relieve the board of directors or any
director of any responsibility imposed upon it or such director by law.


                             ARTICLE FIVE:  NOTICE


    5.1   Method. Whenever by statute, the certificate of incorporation of the
Corporation, or these Bylaws, notice is required to be given to any committee
member, director, or stockholder and no provision is made as to how such notice
shall be given, personal notice shall not be required and any such notice may be
given (i) in writing, by mail, postage prepaid, addressed to such committee
member, director, or stockholder at his or her address as it appears on the
books or (in the case of stockholder) the stock transfer records of the
Corporation, or (ii) by any other method permitted by law (including but not
limited to overnight courier service, telegram, telex, or telefax). Any notice
required or permitted to be given by mail shall be deemed to be delivered and
given at the time when the same is deposited in the United States mail as
aforesaid. Any notice required or permitted to be given by overnight courier
service shall be deemed to be delivered and given at the time delivered to such
service with all charges prepaid and addressed as aforesaid. Any notice required
or permitted to be given by telegram, telex, or telefax shall be deemed to be
delivered and given at the time transmitted with all charges prepaid and
addressed as aforesaid.

    5.2   Waiver. Whenever any notice is required to be given to any
stockholder, director, or committee member of the Corporation by statute, the
certificate of incorporation of the Corporation, or these Bylaws, a waiver
thereof in writing signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be equivalent to the
giving of such notice. Attendance of a stockholder, director, or committee
member at a meeting shall constitute a waiver of notice of such meeting, except
where such person attends for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.
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                                      13



                            ARTICLE SIX:  OFFICERS


    6.1  Number; Titles; Term of Office. The officers of the Corporation shall
be a Chairman of the Board, a President, a Secretary, and such other officers as
the board of directors may from time to time elect or appoint, including one or
more Vice Presidents (with each Vice President to have such descriptive title,
if any, as the board of directors shall determine) and a Treasurer. The board of
directors may also from time to time elect or appoint a Chief Executive Officer,
Chief Operating Officer, Chief Financial Officer, or Principal Accounting
Officers, each with such powers and duties as may be assigned by the board of
directors. Each officer shall hold office until his or her successor shall have
been duly elected and shall have qualified, until his or her death, or until he
or she shall resign or shall have been removed in the manner hereinafter
provided. Any two or more offices may be held by the same person. None of the
officers need be a stockholder or a director of the Corporation or a resident of
the State of Delaware, but the Chairman shall be a director.

    6.2  Removal. Any officer or agent elected or appointed by the board of
directors may be removed by the board of directors whenever in its judgment the
best interest of the Corporation will be served thereby, but such removal shall
be without prejudice to the contract rights, if any, of the person so removed.
Election or appointment of an officer or agent shall not of itself create
contract rights.

    6.3  Vacancies. Any vacancy occurring in any office of the Corporation (by
death, resignation, removal, or otherwise) may be filled by the board of
directors.

    6.4  Authority. Officers shall have such authority and perform such duties
in the management of the Corporation as are provided in these Bylaws or as may
be determined by resolution of the board of directors not inconsistent with
these Bylaws.

    6.5  Compensation. The compensation, if any, of officers and agents shall be
fixed from time to time by the board of directors or a committee of directors
appointed for such purpose by the board of directors: provided, however, that
the board of directors may delegate the power to determine the compensation of
any officer and agent (other than the officer to whom such power is delegated)
to the Chairman of the Board or the President.

    6.6  Chairman of the Board. The Chairman of the Board shall, subject to the
supervision of the board of directors of the Corporation, have the general
management and control of the Corporation. Such officer shall preside at all
meetings of the stockholders and
<PAGE>
 
                                      14



of the board of directors and shall have such duties as may from time to time
be assigned by the board of directors.

    6.7  President. The President shall, subject to the supervision of the board
of directors of the Corporation, have general charge, management, and control of
the properties and operations of the Corporation in the ordinary course of its
business, with all such powers with respect to such properties and operations as
may be reasonably incident to such responsibilities. In the absence or inability
to act of the Chairman of the Board, the President shall exercise all of the
powers and discharge all of the duties of the Chairman of the Board. As between
the Corporation and third parties, any action taken by the President in the
performance of the duties of the Chairman of the Board shall be conclusive
evidence that the Chairman of the Board is absent or unable to act.

    6.8  Vice Presidents. Each Vice President shall have such powers and duties
as may be assigned to him or her by the board of directors, the Chairman of the
Board, or the President, and (in order of their seniority as determined by the
board of directors or, in the absence of such determination, as determined by
the length of time they have held the office of Vice President) shall exercise
the powers of the President during that officer's absence or inability to act.
As between the Corporation and third parties, any action taken by a Vice
President in the performance of the duties of the President shall be conclusive
evidence of the absence or inability to act of the President at the time such
action was taken.

    6.9  Treasurer. The Treasurer shall have custody of the Corporation's funds
and securities, shall keep full and accurate account of receipts and
disbursements, shall deposit all monies and valuable effects in the name and to
the credit of the Corporation in such depository or depositories as may be
designed by the board of directors, and shall perform such other duties as may
be prescribed by the board of directors, the Chairman of the Board, or the
President.

    6.10 Assistant Treasurer. Each Assistant Treasurer shall have such powers
and duties as may be assigned to him or her by the board of directors, the
Chairman of Board or the President. The Assistant Treasurer (in the order of
their seniority as determined by the board of directors or, in the absence of
such a determination, as determined by the length of time they have held the
office of Assistant Treasurer) shall exercise that powers of the Treasurer
during that officer's absence or liability to act.

    6.11 Secretary. Except as otherwise provided in these Bylaws, the Secretary
shall keep the minutes of all meetings of the board of directors and of the
stockholders in books provided for that purpose, and he or she shall attend to
the giving and service of all notices. The Secretary may sign with the Chairman
of the Board or the President or any other authorized officer of the
Corporation, in the name of the Corporation, all contracts of the
<PAGE>
 
                                      15



Corporation and affix the seal of the Corporation thereto. The Secretary shall
have charge of the certificate books, transfer books, and stock papers as the
board of directors may direct, all of which shall at all reasonable times be
open to inspection by any officer of the Corporation upon application at the
office of the Corporation during business hours. The Secretary shall in general
perform all duties incident to the office of the Secretary, subject to the
control of the board of directors, the Chairman of the Board, and the President.

    6.12  Assistant Secretaries. Each Assistant Secretary shall have such powers
and duties as may be assigned to him or her by the board of directors, the
Chairman of the Board, or the President. The Assistant Secretaries (in the order
of their seniority as determined by the board of directors or, in the absence of
such a determination, as determined by the length of time they have held the
office of Assistant Secretary) shall exercise the powers of the Secretary during
that officer's absence or inability to act.


                 ARTICLE SEVEN:  CERTIFICATES AND STOCKHOLDERS


    7.1  Certificates for Shares. Certificates representing shares of stock of
the Corporation shall be in such form as shall be approved by the board of
directors. The certificates shall be signed by the Chairman of the Board or the
President or a Vice President and also by the Secretary or as Assistant
Secretary or by the Treasurer or an Assistant Treasurer. Any and all signatures
on the certificate may be a facsimile and may be sealed with the seal of the
Corporation or a facsimile thereof. If any officer, transfer agent, or registrar
who has signed, or whose facsimile signature has been placed upon, a certificate
has ceased to be such officer, transfer agent, or registrar before such
certificate is issued, such certificate may be issued by the Corporation with
the same effect as if he or she were such Officer, transfer agent, or registrar
at the date of issue. The certificates shall be consecutively numbered and shall
be entered in the books of the Corporation as they are issued and shall exhibit
the holder's name and the number of shares.

    7.2  Replacement of Lost or Destroyed Certificates. The board of directors
may direct a new certificate or certificates to be issued in place of a
certificate or certificates theretofore issued by the Corporation and alleged to
have been lost or destroyed, upon the making of an affidavit of the fact by the
person claiming the certificate or certificates representing shares to be lost
or destroyed. When authorizing such issue of a new certificate or certificates
the board of directors may, in its discretion and as a condition precedent to
the issuance thereof, require the owner of such lost or destroyed certificate or
certificates, or such owner's legal representative, to advertise the same in
such a manner as it shall require and/or to give the Corporation a bond with a
surety or sureties satisfactory to the Corporation in such sum as it may direct
as indemnity against any claim, or expense resulting from a claim, that be
<PAGE>
 
                                      16



made against the Corporation with respect to the certificate or certificates
alleged to have been lost or destroyed.

    7.3  Transfer of Shares. Shares of stock of the Corporation shall be
transferrable only on the books of the Corporation by the holders thereof in
person or by their duly authorized attorneys or legal representatives. Upon
surrender to the Corporation or the transfer agent of the Corporation of a
certificate representing shares duly endorsed or accompanied by proper evidence
of succession, assignment, or authority to transfer, the Corporation or its
transfer agent shall issue a new certificate to the person entitled thereto,
cancel the old certificate, and record the transaction upon its books.

    7.4  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 law.

    7.5  Regulations. The board of directors shall have the power and authority
to make all such rules and regulations as they may deem expedient concerning the
issue, transfer, registration and replacement of certificates for shares of
stock of the Corporation.

    7.6  Legends. The board of directors shall have the power and authority to
provide that certificates representing shares of stock bear such legends as the
board of directors deems appropriate to insure that the Corporation does not
become liable for violations of federal or state securities laws or other
applicable law.


                   ARTICLE EIGHT:  MISCELLANEOUS PROVISIONS


    8.1  Reserves. There may be created by the board of directors out of funds
of the Corporation legally available therefor such reserve or reserves as the
directors from time to time, in their discretion, consider proper to provide for
contingencies, to equalize dividends, or to repair or maintain any property of
the Corporation, or for such other purpose as the board of directors shall
consider beneficial to the Corporation, and the board of directors shall
consider beneficial to the Corporation, and the board of directors may modify or
abolish any such reserve in the manner in which it was created.

    8.2  Books and Records. The Corporation shall keep correct and complete
books and records of account, shall keep minutes of the proceedings of its
stockholders and board of directors and shall keep at its registered office or
principal place of business, or at the
<PAGE>
 
                                      17



office of its transfer agent or registrar, a record of its stockholders, giving
the names and addresses of all stockholders and the number and class of the
shares held by each.

    8.3  Fiscal Year. The fiscal year of the Corporation shall be fixed by the
board of directors.

    8.4  Seal. The seal of the Corporation shall be such as from time to time
may be approved by the board of directors.

    8.5  Resignations. Any director, committee member, or officer may resign by
so stating at any meeting of the board of directors or by giving written notice
to the board of directors, the Chairman of the Board, the President or the
Secretary. Such resignation shall take effect at the time specified therein or,
if no time is specified therein, immediately upon its receipt. Unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.

    8.6  Securities of Other Corporations. Except as otherwise provided in these
Bylaws or resolution of the board of directors, the Chairman of the Board, the
President, or any Vice President of the Corporation shall have the power and
authority to transfer, endorse for transfer, vote, consent, or take any other
action with respect to any securities of another issuer which may be held or
owned by the Corporation and to make, execute, and deliver any waiver, proxy, or
consent with respect to any such securities.

    8.7  Telephone Meetings. Members of the board of directors and members of a
committee of the board of directors may participate in and hold a meeting of the
board or committee by means of a 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 section shall
continue presence in person at such meeting, except where a person participates
in the meeting for the express purpose of objecting to the transaction of any
business on the ground that the meeting is not lawfully called or convened.

    8.8  Invalid Provisions. If any part of these Bylaws shall be held invalid
or inoperative for any reason, the remaining parts, so far as it is possible and
reasonable, shall remain valid and operative.

    8.9  Mortgages, etc. With respect to any deed, deed of trust, mortgage, or
other instrument executed by the Corporation through its duly authorized officer
or officers, the attestation to such execution by the Secretary of the
Corporation shall not be necessary to constitute such deed, deed of trust,
mortgage, or other instrument a valid and binding obligation of the Corporation
unless the resolutions, if any, of the board of directors authorizing such
execution expressly state that such attestation is necessary.
<PAGE>
 
                                      18

 
    8.10  Headings. The headings used in these Bylaws have been inserted for
administrative convenience only and do not constitute matter to be construed in
interpretation.

    8.11  References. Whenever herein the singular number is used, the same
shall include the plural here appropriate, and words of one gender should
include other genders where appropriate.

    8.12  Amendments. These Bylaws may only be amended or repealed by the
affirmative vote or consent of at least eleven directors of the Corporation or
by the holders of a majority of the outstanding Common Stock.