<PAGE>

                                                                     EXHIBIT 3.1
 
<TABLE> 
<S>                                                                                                       <C> 
ARTICLE I OFFICES  ....................................................................................

     Section 1.   Registered Office....................................................................    1
     Section 2.   Other Offices........................................................................    1

ARTICLE II MEETINGS OF STOCKHOLDERS....................................................................    1

     Section 1.   Place of Meetings....................................................................    1
     Section 2.   Annual Meeting.......................................................................    1
     Section 3.   Special Meeting......................................................................    1
     Section 4.   Notice of stockholders' Meetings.....................................................    2
     Section 5.   List of Stockholders Entitled to Vote................................................    2
     Section 6.   Quorum...............................................................................    3
     Section 7.   Adjourned Meeting; Notice............................................................    3
     Section 8.   Voting...............................................................................    3
     Section 9.   Waiver of Notice or Consent by Absent Stockholders...................................    4
     Section 10.  Stockholder Action by Written  Consent Without a Meeting.............................    4
     Section 11.  Record Date for Stockholder Notice, voting, and Giving Consents......................    5
     Section 12.  Proxies..............................................................................    6
     Section 13.  Inspectors of Election...............................................................    6

ARTICLE III DIRECTORS..................................................................................    7

     Section 1.   Powers...............................................................................    7
     Section 2.   Number and Qualification of Directors................................................    7
     Section 3.   Election and Term of office of Directors.............................................    8
     Section 4.   Vacancies............................................................................    8
     Section 5.   Place of Meetings....................................................................    8
     Section 6.   Annual Meeting.......................................................................    8
     Section 7.   Other Regular Meetings...............................................................    9
     Section S.   Special Meetings.....................................................................    9
     Section 9.   Quorum...............................................................................    9
     Section 10.  Waiver of Notice.....................................................................    9
     Section 11.  Action Without Meeting...............................................................   10
     Section 12.  Telephonic Meetings..................................................................   10
     Section 13.  Fees and Compensation of Directors...................................................   10

ARTICLE IV COMMITTEES..................................................................................   10

     Section 1.   Committees of Directors..............................................................   10
     Section 2.   Meetings and Action of Committees....................................................   11

ARTICLE V OFFICERS.....................................................................................   11

     Section 1.   officers.............................................................................   11
     Section 2.   Election of Officers.................................................................   11
     Section 3.   Other Officers.......................................................................   12
     Section 4.   Removal and Resignation of officers..................................................   12
     Section 5.   Vacancies in offices.................................................................   12
     Section 6.   Chairman of the Board................................................................   12
</TABLE>
<PAGE>
 
<TABLE>
<S>                                                                                                       <C>
     section 7..  President............................................................................   12
     section S.   Vice Presidents......................................................................   12
     section 9.   Secretary............................................................................   13
     Section 10.  Chief Financial Officer..............................................................   13

ARTICLE VI INDEMNIFICATION OF DIRECTORS,
               OFFICERS, EMPLOYEES, AND OTHER AGENTS...................................................   14

     Section  1.  Right to Indemnification.............................................................   14
     Section  2.  Prepayment of Expenses...............................................................   14
     Section  3.  Claims...............................................................................   14
     Section  4.  Non-Exclusivity of Rights............................................................   14
     Section  5.  other indemnification................................................................   15
     Section  6.  Amendment or Repeal..................................................................   15

ARTICLE VII RECORDS AND REPORTS........................................................................   15

     Section  1.  Form of Records......................................................................   15
     Section  2.  Inspection by Stockholders...........................................................   15
     Section  3.  Inspection by Directors..............................................................   15

ARTICLE VIII  GENERAL CORPORATE MATTERS................................................................   16

     Section  1.  Certificates for Shares..............................................................   16
     Section  2.  Lost Certificates....................................................................   16
     Section  3.  Registered Stockholders..............................................................   16
     Section  4.  Representation of Shares of other Corporations.......................................   17
     Section  5.  Construction and Definitions.........................................................   17

ARTICLE IX AMENDMENTS..................................................................................   17

     Section 1.   Amendment by Stockholders............................................................   17
     Section 2.   Amendment by Directors...............................................................   17
</TABLE>
<PAGE>
 
                                    BY-LAWS


                                      OF

                            SYQUEST DELAWARE, INC.



                                   ARTICLE I


                                    OFFICES



     Section 1. Registered Office. The registered office shall be 1209 Orange
                -----------------
Street, in the city of Wilmington, County of New Castle, State of Delaware.

     Section 2. Other Offices. The corporation may also have offices at such
                -------------
other places both within and without the State of Delaware as the board of
directors may from time to time determine or the business of the corporation may
require.


                                  ARTICLE 11


                           MEETINGS OF STOCKHOLDERS


     Section 1. Place of Meetings. Meetings of stockholders shall be held at any
                -----------------
place within or outside the State of Delaware designated either by the board of
directors or the president (if not contrary to any action taken by the board of
directors). In the absence of any such designation, stockholders' meetings shall
be held at the principal executive office of the corporation in the City of
Fremont, State of California.

     Section 2. Annual Meetings. The annual meeting of stock-holders of the
                ---------------
corporation for the purpose of electing directors and for the transaction of
such other proper business as may come before such meetings, shall be held at
such time and place as the board of directors may determine by resolution.

     Section 3. Special Meeting. A special meeting of the stockholders may be
                ---------------
called for any purpose or purposes at any time by the board of directors, or by
the chairman of the board, or by the president, the chief executive officer or
by one or more stockholders holding shares in the aggregate entitled to cast not
less than ten percent (10%) of the votes at that meeting, but such special
meetings may not be called by any other person or persons.

     If a special meeting is called by any person or persons other than the
board of directors, the chairman of the board, the president or the chief
executive officer, the request shall be in writing, specifying the time of such
meeting (such time to be not
<PAGE>
 
less than thirty-five (35) nor more than sixty (60) days after the receipt of
the request) and the general nature of the business proposed to be transacted,
and shall be delivered personally or sent by registered mail or by telegraphic
or other facsimile transmission to the chairman of the board, the president, any
vice president, or the secretary of the corporation. The officer receiving the
request shall cause notice to be given promptly to the stockholders entitled to
vote, in accordance with the provisions of Sections 4 and 5 of this Article II,
that a meeting will be held at the time requested by the person or persons
calling the meeting.

     Section 4. Notice of Stockholders' Meetings. All notices of meetings of
                --------------------------------
stockholders shall specify 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. Business transacted at any special meeting of stockholders shall be
limited to the purposes stated in the notice. Unless otherwise provided by law,
the certificate of incorporation or these by-laws, the written notice of any
annual or special meeting of stockholders shall be given not less than ten (10)
nor more than sixty (60) days before the date of the meeting. If mailed, notice
is 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.

     If action is proposed to be taken at any meeting for approval of an
amendment of the certificate of incorporation, pursuant to Section 242 of the
Corporation Law of Delaware, the notice shall set forth such amendment in full
or a brief summary of the changes to be effected thereby, as the directors shall
deem advisable.

     If action is proposed to be taken at any meeting for approval of an
agreement relating to any merger or consolidation, pursuant to Section 251 of
the Corporation Law of Delaware, the notice shall be mailed to each stockholder
at least twenty (20) days prior to the date of the meeting. The notice shall
contain a copy of the agreement or a brief summary thereof, as the directors
shall deem advisable.

     An affidavit of the secretary or an assistant secretary or of the transfer
agent of the corporation that the notice has been given shall, in the absence of
fraud, be prima facie evidence of the facts stated therein.

     Section 5. List of Stockholders Entitled to Vote. The officer who has
                -------------------------------------
charge of the stock ledger of the corporation shall prepare and make, at least
ten (10) days before every meeting of the stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical order,
and showing the address of each stockholder and the number of shares registered
in the name of each stockholder. Such list shall be open to the examination of
any stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least

                                           2
<PAGE>
 
ten (10) 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.

     Section 6. Quorum. The presence in person or by proxy of the holders of a
                ------
majority of the shares entitled to vote at any meeting of stockholders shall
constitute a quorum for the trans-action of business. The stockholders present
at a duly called or held meeting at which a quorum is present may continue to do
business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum, if any action taken (other than
adjournment) is approved by at least a majority of the shares required to
constitute a quorum.

     Section 7. Adjourned Meeting Notice. Any stockholders meeting, annual or
                ------------------------
special, whether or not a quorum is present, may be adjourned from time to time
by the vote of the majority of the shares represented at that meeting, either in
person or by proxy, but in the absence of a quorum, no other business may be
transacted at that meeting, except as provided in Section 6 of this Article II.

     When any meeting of stockholders, either annual or special, is adjourned to
another time or place, notice need not be given of the adjourned meeting if the
time and place are announced at a meeting at which the adjournment is taken,
unless a new record date for the adjourned meeting is fixed, or unless the
adjournment is for more than thirty (30) days from the date set for the original
meeting, in which case the board of directors shall set a new record date.
Notice of any such adjourned meeting shall be given to each stockholder of
record entitled to vote at the adjourned meeting in accordance with the
provisions of Section 4 of this Article II. At any adjourned meeting the
corporation may transact any business which might have been transacted at the
original meeting.

     Section 8. Voting. Unless otherwise provided in the certificate of
                ------
incorporation, each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power upon the matter in question held by such stockholder, but no
proxy shall be voted on or after three years from its date, unless the proxy
provides for a longer period. Vote may be via voice or ballot; provided,
however, that elections for directors must be by ballot if demanded by any
stockholder at the meeting and before the voting has begun.

     Any holder of shares entitled to vote on any matter may vote a part of the
shares in favor of the proposal and refrain from voting the remaining shares or,
except when the matter is the

                                           3
<PAGE>
 
election of directors, vote them against the proposal, but, if the stockholder
fails to specify the number of shares which the stockholder is voting
affirmatively, it will be conclusively presumed that the stockholder's approving
vote is with respect to all shares that the stockholder is entitled to vote.

     At all meetings of stockholders for the election of directors a plurality
of the votes cast shall be sufficient to elect. All other elections and
questions shall, unless otherwise provided by law, the certificate of
incorporation or these by-laws, be decided by the vote of the holders of shares
of stock having a majority of the votes which could be cast by the holders of
all shares of stock entitled to vote thereon which are present in person or
represented by proxy at the meeting.

     Section 9. Waiver of Notice or Consent by Absent Stockholders. The
                --------------------------------------------------
transactions of any meeting of stockholders, either annual or special, however
called and noticed, and wherever held, shall be as valid as though transacted at
a meeting duly held after regular call and notice, if a quorum be present either
in person or by proxy, and if, either before or after the meeting, each person
entitled to vote, who was not present in person or by proxy, signs a written
waiver of notice or a consent to a holding of the meeting, or an approval of the
minutes. Such waiver, consent or approval need not specify either the business
to be transacted or the purpose of any annual or special meeting of
stockholders, except that if action is taken or proposed to be taken for
approval of any of those matters specified in the second paragraph of Section 4
of this Article II, such waiver, consent or approval shall state the general
nature of the proposal. All such waivers, consents or approvals shall be filed
with the corporate records or made a part of the minutes of the meeting.

     Attendance by a person at a meeting shall also constitute a waiver of
notice of and presence at that meeting, except when the person objects, at the
beginning of the meeting, to the trans-action of any business because the
meeting is not lawfully called or convened, and except that attendance at a
meeting is not a waiver of any right to object to the consideration of matters
required by law to be included in the notice of the meeting but not so included
if that objection is expressly made at the meeting.

     Section 10. Stockholder Action by Written Consent Without a Meeting. Any
                 -------------------------------------------------------
action which may be taken at an annual or special meeting of stockholders may be
taken without a meeting and without prior notice, if a consent in writing,
setting forth the action so taken, is signed by the holders of outstanding
shares having not less than the minimum number of votes that would be necessary
to authorize or take that action at a meeting at which all shares entitled to
vote on that action were present and voted. All such consents shall be delivered
to the corporation by delivery to its registered office in Delaware, its
principal place of business, or an officer or agent of the corporation having
custody of the book in which proceedings of meetings of stockholders are
recorded.

                                           4
<PAGE>
 
     Any stockholder giving a written consent, or the stockholder's proxy
holder, or a transferee of the shares or a personal representative of the
stockholder or their respective proxy holders, may revoke the consent by a
writing received by the secretary of the corporation before written consents of
the number of shares required to authorize the proposed action have been
delivered to the corporation. Prompt notice of the taking of the corporate
action without a meeting by less than unanimous written consent shall be given
to those stockholders who have not consented in writing.

     Section 11. Record Date for Stockholder Notice, Voting, and Giving
                 ---------------------------                     ------     
Consents. In order that the corporation may determine the stockholders entitled
--------
to notice of or to vote at any meeting of stockholders or any adjournment
thereof, or entitled to express consent to corporate action without a meeting,
or entitled to receive payment of any dividend or other distribution or
allotment of any rights, or 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
by the board of directors, and which record date:

          (a)  In the case of determination of stockholders entitled to vote at
any meeting of stockholders or adjournment thereof, shall, unless otherwise
required by law, not be more than sixty (60) nor less than ten (10) days before
the date of such meeting;

          (b)  In the case of determination of stockholders entitled to express
consent to corporate action in writing without a meeting, shall not be more than
ten (10) days after the date upon which the resolution fixing the record date is
adopted by the board of directors;

          (c)  In the case of other action, shall not be more than sixty (60)
days prior to such other action.

     If no record date is fixed by the board of directors:

          (a)  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;

           (b) the record date for determining stockholders entitled to express
consent to corporate action in writing without a meeting when no prior action of
the board of directors is required by law, shall be the first date on which a
signed written consent setting forth the action taken or proposed to be taken is
delivered to the

                                       5
<PAGE>
 
corporation in accordance with applicable law, or if prior action by the board
of directors is required by law, shall be at the close of business on the day on
which the board of directors adopts the resolution taking such prior action;

          (c)  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 for the
adjourned meeting.

     Section 12. Proxies. Each stockholder entitled to vote at a meeting of
                 -------                                          
stockholders may authorize another person or persons to act for him 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. 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.

     Section 13.  Inspectors of Election. The corporation may, in advance of any
                  ----------------------                      
meeting of stockholders, appoint one (1) or more inspectors to act at the
meeting and make a written report thereof The corporation may designate one (1)
or more persons as alternate inspectors to replace any inspector who fails to
act. If no inspector or alternate is able to act at a meeting of stockholders,
the chairman of the meeting may appoint one or more inspectors to act at the
meeting. Each inspector, before entering upon the discharge of such inspector's
duties, may take and sign an oath faithfully to execute the duties of inspector
with strict impartiality and according to the best of his or her ability.

     These inspectors shall:
          (a)  Ascertain the number of shares outstanding and the voting power
of each;
          (b)  Determine the shares represented at the meeting and the validity
of proxies and ballots;
          (c)  Count all votes and ballots;
          (d)  Determine and retain for a reasonable period a record of the
disposition of any challenges made to any determination by the inspectors;
          (e)  Certify the determination of the number of shares represented at
the meeting, and the count of all votes and ballots.

                                         - 6 -
<PAGE>
 
          (f)  Do any other acts that may be proper to conduct the election or
vote with fairness to all stockholders.

     The inspectors may appoint or retain other persons or entities to assist
the inspectors in the performance of their duties.

                                  ARTICLE III

                                   DIRECTORS


     Section 1. Powers. The business of the corporation shall be managed by or
                ------                                          
under the direction of its board of directors which may exercise all such powers
of the corporation and do all such lawful acts and things as are not by statute
or by the certificate of incorporation or by these by-laws directed or required
to be exercised or done by the stockholders.

     Without prejudice to these general powers, and subject to the same
limitations, the directors shall have the power to:

          (a)  Select and remove all officers, agents, and employees of the
corporation; prescribe any powers and duties for them that are consistent with
law, with the certificate of incorporation, and with these by-laws; fix their
compensation; and require from them security for faithful service.
          (b)  Change the principal executive office or the principal business
office in the State of California from one location to another; cause the
corporation to be qualified to do business in any other state, territory,
dependency, or country and conduct business within or without the State of
California; and designate any place within or without the State of California
for the holding of any stockholders' meeting, or meetings, including annual
meetings.
          (c)  Adopt, make, and use a corporate seal; prescribe the forms of
certificates of stock; and alter the form of the seal and certificates.
          (d)  Authorize the issuance of shares of stock of the corporation on
any lawful terms, for such consideration as permitted by law.
          (e)  Borrow money and incur indebtedness on behalf of the corporation,
and cause to be executed and delivered for the corporation's purposes, in the
corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages,
pledges, hypotheca-tions, and other evidence of debt and securities.

     Section 2. Number and Qualification of Directors. The number of directors
                -------------------------------------     
of the corporation shall be not less than five (5)

                                             7
<PAGE>
 
nor more than nine (9). The exact number of directors shall be five(5) until
changed, within the limits specified above, by an amendment to this section 2,
duly adopted by the board of directors or by the stockholders. The indefinite
number of directors may be changed, or a definite number fixed without provision
for an indefinite number, by a duly adopted amendment to the certificate of
incorporation or by an amendment to this by-law duly adopted by the vote or
written consent of holders of a majority of the outstanding shares entitled to
vote. Directors need not be stockholders.

     Section 3. Election and Term of Office of Directors. Direc-tors shall be
                ----------------------------------------        
elected at each annual meeting of the stockholders, but if any such annual
meeting is not held, or the directors are not elected thereat, the directors may
be elected at any special meeting of the stockholders held for that purpose. All
directors shall hold office until the expiration of the term for which elected
and until their respective successors are elected, except in the case of death,
resignation or removal of any director.

     Section 4. Vacancies. Vacancies and newly created directorships resulting
                ---------                               
from any increase in the authorized number of directors may be filled by a
majority of the remaining members of the board of directors, although such
majority is less than a quorum, or by a sole remaining director, and the
directors so chosen shall hold office until the expiration of the term for which
elected and until their successors are duly elected and shall qualify, unless
sooner displaced.

     A vacancy or vacancies in the board of directors shall be deemed to exist
in the event of the death, resignation, or removal of any director, or if the
authorized number of directors is increased, or if the stockholders fail, at any
meeting of stockholders at which any director or directors are elected, to elect
the number of directors to be voted for at that meeting. Any director may resign
at any time upon giving written notice to the corporation. The entire board of
directors or any individual director may be removed from office, prior to the
expiration of their or his term of office only in the manner and within the
limitations provided by the General Corporation Law of Delaware

     Section 5. Place of Meetings. Meetings of the board of directors may be
                -----------------                               
held at any place within or outside the State of Delaware that has been
designated in the notice of the meeting or, if not so stated or if there is no
notice, by resolution of the board or by the chairman of the board or by the
president (if not contrary to any action taken by the board of directors). In
the absence of such a designation, meetings shall be held at the principal
executive office of the corporation.

     Section 6. Annual Meeting. Immediately following each annual meeting of
                --------------      
stockholders, the board of directors shall hold a regular meeting for the
purpose of organization, any desired

                                           8
<PAGE>
 
election of officers, and the transaction of other business. Notice of this
meeting shall not be required.

     Section 7. Other Regular Meetings. Other regular meetings of the board of
                ----------------------                           
directors shall be held without call at such time as shall from time to time be
fixed by the board of directors. Such regular meetings may be held without
notice.

     Section 8. Special Meetings. Special meetings of the board of directors for
                ----------------                                 
any purpose or purposes may be called at any time by the chairman of the board
or the president or any vice president or secretary or any two directors. Notice
of the time and place of special meetings shall be delivered personally or by
telephone to each director or sent by first-class mail or telegram, charges
prepaid, addressed to each director at that director's address as it is shown on
the records of the corporation. In case the notice is mailed, it shall be
deposited in the United States mail at least four (4) days before the time of
the holding of the meeting. In case the notice is delivered personally, or by
telephone or telegram, it shall be delivered personally, or by telephone or to
the telegraph company, at least forty-eight (48) hours before the time of the
holding of the meeting. Any oral notice given personally or by telephone may be
communicated either to the director or to a person at the office of the director
who the person giving the notice has reason to believe will promptly communicate
it to the director. The notice need not specify the purpose of the meeting nor
the place if the meeting is to be held at the principal executive office of the
corporation.

     Section 9. Quorum. At all meetings of the board of directors a majority of
                ------                                           
the authorized number of directors shall constitute a quorum for the transaction
of business and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the board of directors, except as
provided by the provisions of Section 144 of the General corporation Law of
Delaware (as to approval of contracts or transactions in which a director has a
financial interest) , Section 141 (c) of the General Corporation Law of Delaware
(as to appointment of committees), the certificate of incorporation, or other
applicable law. If a quorum shall not be present at any meeting of the board of
directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present. A meeting at which a quorum is initially present may continue
to transact business notwithstanding the withdrawal of directors, if any action
taken is approved by at least a majority of the required quorum for that
meeting.

     Section 10. Waiver of Notice. Notice of a meeting need not be given to any
                 ----------------                              
director who signs a waiver of notice or a consent to holding the meeting or an
approval of the minutes thereof, either before or after the meeting, or who
attends the meeting without protesting, prior thereto or at its commencement,
the lack of notice to said director. All such waivers, consents, and approvals
shall be filed with the corporate records or made a part

                                          9
<PAGE>
 
of the minutes of the meeting. A waiver of notice need not specify the purpose
of any regular or special , meeting of the board of directors.

     Section 11. Action Without Meeting. Unless otherwise restricted by the
                 ----------------------                  
certificate of incorporation or these by-laws, any action required or permitted
to be taken at any meeting of the board of directors or of any committee thereof
may be taken without a meeting if all members of the board or committee, as the
case may be, shall individually or collectively consent in writing to that
action. Such action by written consent shall have the same force and effect as a
unanimous vote of the board of directors. Such written consent or consents shall
be filed with the minutes of the proceedings of the board or committee.

     Section 12. Telephonic Meetings. Members of the board of directors, or any
                 -------------------                         
committee designated by the board of directors, may participate in a meeting
thereof by means of conference telephone or similar communication equipment, so
long as all persons participating in the meeting can hear one another, and all
such persons shal1 be deemed to be present in person at the meeting.

     Section 13. Fees and Compensation of Directors. Directors and members of
                 ----------------------------------            
committees may receive such compensation, if any, for their services, and such
reimbursement of expenses, as may be fixed or determined by resolution of the
board of directors. This Section 13 shall not be construed to preclude any
director from serving the corporation in any other capacity as an officer,
agent, employee, or otherwise, and receiving compensation for those services.


                                  ARTICLE IV

                                  COMMITTEES


     Section 1. Committees of Directors. The board of directors may, by
                -----------------------                        
resolution adopted by a majority of the whole board of directors, designate one
or more committees, each consisting of one or more directors, to serve at the
pleasure of the board. 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 he or they constitute a quorum, may
unanimously appoint another member of the board of directors to act at the
meeting in the place of any such absent or disqualified member.

     Any committee, to the extent provided in the resolution of the board, shall
have and may exercise all the powers and authority of the board in the
management of the business and affairs of the

                                           10 -
<PAGE>
 
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 as
otherwise permitted under Section 141(c) of the General Corporation Law of
Delaware), adopting an agreement of merger or consolidation under Sections 251
or 252 of the General Corporation Law of Delaware, 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, or amending the
by-laws of the corporation; and, unless the resolution or the certificate of
incorporation expressly so provide, it shall not have the power or authority to
declare a dividend to authorize the issuance of stock, or to adopt a certificate
of ownership and merger pursuant to Section 253 of the General Corporation Law
of Delaware.

     Section 2. Meetings and Action of Committees. Meetings and action of
                ---------------------------------              
committees shall be governed by, and held and taken in accordance with, the
provisions of Article III of these by-laws, with such changes in the context of
those by-laws as are necessary to substitute the committee and its members for
the board of directors and its members, except that the time of regular meetings
of committees may be determined either by resolution of the board of directors
or by resolution of the committee; special meetings of committees may also be
called by resolution of the board of directors; and notice of special meetings
of committees shall also be given to all alternate members, who shall have the
right to attend all meetings of the committee. The board of directors may adopt
rules for the government of any committee not inconsistent with the provisions
of these by-laws.

                                   ARTICLE V

                                   OFFICERS

     Section 1. Officers. The officers of the corporation shall be a president,
                --------                                       
a secretary, and a chief financial officer. The corporation may also have, at
the discretion of the board of directors, a chairman of the board, one or more
vice presidents, one or more assistant secretaries, and such other officers as
may be appointed in accordance with the provisions of Section 3 of this Article
V. Any number of offices may be held by the same person.

     Section 2. Election of Officers. The officers of the cor-poration, except
                --------------------                            
such officers as may be appointed in accordance with the provisions of Section 3
or Section 5 of this Article V, shall be chosen by the board of directors, and
each shall serve at the pleasure of the board, subject to the rights, if any, of
an officer under any contract of employment.

<PAGE>
 
     Section 3. Other Officers. The board of directors may appoint, and may
                --------------                            
empower the president to appoint, such other officers as the business of the
corporation may require, each of whom shall hold office for such period, have
such authority and perform such duties as are provided in the by-laws or as the
board of directors may from time to time determine.

     Section 4. Removal and Resignation of Officers. Subject to the rights, if
                -----------------------------------             
any, of an officer under any contract of employment, any officer may be removed,
either with or without cause, by the board of directors, at any regular or
special meeting of the board, or, except in case of an officer chosen by the
board of directors, by any officer upon whom such power of removal may be
conferred by the board of directors.

     Any officer may resign at any time by giving written notice to the
corporation. Any resignation shall take effect at the date of the receipt of
that notice or at any later time specified in that notice; and, unless otherwise
specified in that notice, the acceptance of the resignation shall not be
necessary to make it effective. Any resignation is without prejudice to the
rights, if any, of the corporation under any contract to which the officer is a
party.

     Section 5. Vacancies in Offices. A vacancy in any office because of death,
                --------------------                           
resignation, removal, disqualification or any other cause shall be filled in the
manner prescribed in these by-laws for regular appointments to that office.

     Section 6. Chairman of the Board. The chairman of the board, if such an
                ---------------------                            
officer be elected, shall, if present, preside at meetings of the board of
directors and exercise and perfom such other powers and duties as may be from
time to time assigned to him by the board of directors or prescribed by the by-
laws. If there is no president, the chairman of the board shall in addition be
the chief executive officer of the corporation and shall have the powers and
duties prescribed in Section 7 of this Article V.

     Section 7. President. Subject to such supervisory powers, if any, as may be
                ---------                                     
given by the board of directors to the chairman of the board, if there be such
an officer, the president shall be the chief executive officer of the
corporation and shall, subject to the control of the board of directors, have
general supervision, direction, and control of the business and the officers of
the corporation. He shall preside at all meetings of the stockholders and, in
the absence of the chairman of the board, or if there be none, at all meetings
of the board of directors. He shall have the general powers and duties of
management usually vested in the office of president of a corporation, and shall
have such other powers and duties as may be prescribed by the board of directors
or the by-laws.

     Section 8. Vice Presidents. In the absence or disability of the president,
                ---------------                                 
the vice presidents, if any, in order of their rank

                                           12 -
<PAGE>
 
as fixed by the board of directors or, if not ranked, a vice president
designated by the board of directors, shall perform all the duties of the
president, and when so acting shall have all the powers of, and be subject to
all the restrictions upon, the president. The vice presidents shall have such
other powers and perform such other duties as from time to time may be
prescribed for them respectively by the board of directors or the by-laws, and
the president, or the chairman of the board.

     Section 9. Secretary. The secretary shall keep or cause to be kept, at the
                ---------                                      
principal executive office or such other place as the board of directors may
direct, a book of minutes of all meetings and actions of the directors,
committees of directors, and stockholders, with the time and place of holding,
whether regular or special, and, if special, how authorized, the notice given,
the names of those present at directors' meetings or com-mittee meetings, the
number of shares present or represented at stockholders' meetings, and the
proceedings.

     The secretary shall keep, or cause to be kept, at the principal executive
office or at the office of the corporation's transfer agent or registrar, as
determined by resolution of the board of directors, a share register, or a
duplicate share register, showing the names of all stockholders and their
addresses, the number and classes of shares held by each, the number and date of
certificates issued for the same, and the number and date of cancellation of
every certificate surrendered for cancellation.

     The secretary shall give, or cause to be given, notice of all meetings of
the stockholders and of the board of directors required by the by-laws or by law
to be given, and he shall keep the seal of the corporation if one be adopted, in
safe custody, and shall have such other powers and perform such other duties as
may be prescribed by the board of directors or by the by-laws.

     Section 10. Chief Financial Officer. The chief financial officer shall keep
                 -----------------------                        
and maintain, or cause to be kept and maintained, adequate and correct books and
records of accounts of the properties and business transactions of the
corporation, including accounts of its assets, liabilities, receipts, dis-
bursements, gains, losses, capital, retained earnings, and shares. The books of
account shall at all reasonable times be open to inspection by any director.

     The chief financial officer shall deposit all monies and other valuables in
the name and to the credit of the corporation with such depositaries as may be
designated by the board of directors. He shall disburse the funds of the
corporation as may be ordered by the board of directors, shall render to the
president and directors, whenever they request it, an account of all of his
transactions as chief financial officer and of the financial condition of the
corporation, and shall have other powers and

                                           13 -
<PAGE>
 
              perform such other duties as may be prescribed by the board of
              directors or the by-laws.


                                  ARTICLE VI


                         INDEMNIFICATION OF DIRECTORS,
                     OFFICERS, EMPLOYEES, AND OTHER AGENTS

                  Section 1. Right to Indemnification. The corporation shall
                             ------------------------                       
              indemnify and hold harmless, to the fullest extent permitted by
              applicable law as it presently exists or may hereafter be amended,
              any person who was or is made or is threatened to be made a party
              or is otherwise involved in any action, suit or proceeding,
              whether civil, criminal, administrative or investigative (a
              "proceeding") by reason of the fact that he, or a person for whom
              he is the legal representative, is or was a director, officer,
              employee or agent of the corporation or any predecessor of the
              corporation or is or was serving at the request of the corporation
              or any predecessor of the corporation as a director, officer,
              employee or agent of another corporation or of a partnership,
              joint venture, trust, enterprise or non-profit entity, including
              service with respect to employee benefit plans, against all
              liability and loss suffered and expenses reasonably incurred by
              such person. The corporation shall be required to indemnify a
              person in connection with a proceeding initiated by such person
              only if the proceeding was authorized by the board of directors of
              the corporation.

                  Section 2. Prepayment of Expenses. The corporation shall pay
                             ----------------------                           
              the expenses incurred in defending any proceeding in advance of
              its final disposition, provided, however, that the payment of
              expenses incurred by a director or officer in advance of the final
              disposition of the proceeding shall be made only upon receipt of
              an undertaking by the director or officer to repay all amounts
              advanced if it should be ultimately determined that the director
              or officer is not entitled to be indemnified under this Article or
              otherwise.

                  Section 3. Claims. If a claim for indemnification or payment
                             ------                                           
              of expenses under this Article is not paid in full within sixty
              (60) days after a written claim therefor has been received by the
              corporation, the claimant may file suit to recover the unpaid
              amount of such claim and, if successful in whole or in part, shall
              be entitled to be paid the expense of prosecuting such claim. In
              any such action the corporation shall have the burden of proving
              that the claimant was not entitled to the requested
              indemnification or payment of expenses under applicable law.

                  Section 4. Non-Exclusivity of Rights. The rights conferred
                             -------------------------                      
              on any person by this Article VI shall not be exclusive of any
              other rights which such person may have or hereafter acquire under
              any statute, provision of the certificate of incorporation, these
              by-laws, agreement, vote of stockholders or disinterested
              directors or otherwise.

                                          14
<PAGE>
 
                  Section 5.  Other Indemnification.  The corporation's
                              ---------------------                    
              obligation, if any, to indemnify any person who was or is serving
              at its request as a director, officer, employee or agent of
              another corporation, partnership, joint venture, trust, enterprise
              or non-profit entity shall be reduced by any amount such person
              may collect as indemnification from such other corporation,
              partnership, joint venture, trust, enterprise or non-profit
              enterprise.

                  Section 6. Amendment or Repeal. Any repeal or modification
                             -------------------                            
              of the foregoing provisions of this Article VI shall not adversely
              affect any right or protection hereunder of any person in respect
              of any act or omission occurring prior to the time of such repeal
              or modification.


                                  ARTICLE VII


                              RECORDS AND REPORTS


                  Section 1. Form of Records. Any records maintained by the
                             ---------------                               
              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 2. Inspection by Stockholders. Any stockholder, in
                             --------------------------                     
              person or by attorney or other agent, shall, upon written demand
              under oath stating the purpose thereof, have the right during the
              usual hours for business to inspect for any proper purpose the
              corporation's stock ledger, a list of stockholders, and its other
              books and records, and to make copies or extracts therefrom. A
              proper purpose shall mean a purpose reasonably related to such
              person's interest as a stockholder. In every instance where an
              attorney or other agent shall be the person who seeks the right to
              inspection, the demand under oath shall be accompanied by a power
              of attorney or other such writing which authorizes the attorney or
              other agent to so act on behalf of the stockholder. The demand
              shall be directed to the corporation at its registered office in
              Delaware or at its principal place of business.

                  Section 3. Inspection by Directors. Any director shall have
                             -----------------------                         
              the right to examine the corporation's stock ledger, a list of its
              stockholders and its other books and records for a purpose
              reasonably related to his position as a director.

                                          15
<PAGE>
 
                                 ARTICLE VIII


                           GENERAL CORPORATE MATTERS

                  Section 1. Certificates for Shares.     Every holder of stock
                             -----------------------                     
              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 and assistant treasurer, or the secretary or an
              assistant secretary, of the corporation, certifying the number of
              shares owned by such stockholder in the corporation. Any of or all
              the signatures on the certificate may be a 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.

                  The board of directors may authorize the issuance of shares as
              partly paid and subject to call for the remainder of the
              consideration to be paid therefor; provided that upon the face or
              back of each certificate issued to represent any such partly paid
              shares or upon the books and records of the corporation in the
              case of uncertificated partly paid shares, the total amount of the
              consideration to be paid therefore and the amount paid thereon
              shall be stated. Upon the declaration of any dividend on fully
              paid shares, the corporation shall declare a dividend upon partly
              paid shares of the same class, but only upon the basis of the
              percentage of the consideration actually paid thereon.

                  Section 2. Lost Certificates.    Except as provided in this
                             -----------------                               
              Section 2, no new certificates for shares shall be issued to
              replace an old certificate unless the latter is surrendered to the
              corporation and cancelled at the same time. The board of directors
              may, in case any share certificate or certificate for any other
              security is lost, stolen, or destroyed, authorize the issuance of
              a replacement certificate on such terms and conditions as the
              board may require, including provision for indemnification of the
              corporation secured by a bond or other adequate security
              sufficient to protect the corporation against any claim that may
              be made against it, including any expense or liability, on account
              of the alleged loss, theft, or destruction of the certificate or
              the issuance of the replacement certificate.

                  Section 3. Registered Stockholders.     The corporation shall
                             -----------------------                     
              be entitled to recognize the exclusive right of a person
              registered on its books as the owner of shares to receive
              dividends, and to vote as such owner, and to hold liable for calls
              and assessments a person registered on its books as the owner of
              shares and 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,

                                      16
<PAGE>
 
              whether or not it shall have express or other notice thereof,
              except as otherwise provided by the laws of Delaware.

                  Section 4. Representation of Shares of Other Corporations.
                             ---------------------------------------------- 
              The chairman of the board, the president, or any vice president,
              or any other person authorized by resolution of the board of
              directors or by any of the foregoing designated officers, is
              authorized to vote on behalf of the corporation any and all shares
              of any other corporation or corporations, foreign or domestic,
              standing in the name of the corporation. The authority granted to
              these officers to vote or represent on behalf of the corporation
              any and all shares held by the corporation in any other
              corporation or corporations may be exercised by any of these
              officers in person or by any person authorized to do so by a proxy
              duly executed by these officers.

                  Section 5. Construction and Definitions. Unless the context
                             ----------------------------                    
              requires otherwise, the general provisions, rules of construction,
              and definitions in the General Corporation Law of Delaware shall
              govern the construction of these by-laws. Without limiting the
              generality of this provision, the singular number includes the
              plural, the plural number includes the singular, and the term
              "person" includes both a corporation and a natural person.


                                  ARTICLE IX


                                  AMENDMENTS


                  Section 1. Amendment by Stockholders.  New by-laws may be
                             -------------------------                     
              adopted or these by-laws may be amended or repealed by the vote or
              written assent of stockholders entitled to exercise a majority of
              the voting power of the corporation, except as otherwise provided
              by law or by the certificate of incorporation.

                  Section 2. Amendment by Directors. Subject to the rights of
                             ----------------------                          
              the stockholders as provided in Section 1 of this Article IX, to
              adopt, amend, or repeal by-laws, by-laws may be adopted, amended,
              or repealed by the board of directors.

                                      17
<PAGE>
 
                           CERTIFICATE OF SECRETARY


                  I, the undersigned, do hereby certify:

                  1. That I am the duly elected and acting secretary of SyQuest
              Delaware, Inc. a Delaware corporation; and,

                  2. That the foregoing by-laws, comprising seventeen (17)
              pages, constitute the by-laws of said corporation as duly adopted
              by the sole incorporator of the corporation on October 3, 1991
                                                             --------------- 
              as amended on Decmeber 1, 1996.

                  IN WITNESS WHEREOF, I have hereto subscribed my name this 14th
              day of February  , 1997.
                     --------      


                                        /s/ Thomas C. Tokos
                                        _______________________________
                                        Vice President, General Counsel
                                        and Corporate Secretary