<PAGE>   1
                                                                  EXHIBIT 3.1(i)

                                     BY-LAWS

                                       OF

                           CITGO PETROLEUM CORPORATION

     As Amended and Restated January 31, 1990 and further amended on March 8,
1990, April 28, 1993, May 28, 1998 and March 13, 2001.

                                    ARTICLE I

                                     Offices

          SECTION 1. REGISTERED OFFICE. The registered office shall be
established and maintained at the office of CT Corporation Trust Company, in the
City of Wilmington, in the County of Newcastle, in the State of Delaware, and
said Corporation shall be the registered agent of this Corporation in charge
thereof.

          SECTION 2. OTHER OFFICES. The Corporation may have other offices,
either within or without the State of Delaware, at such place or places as the
Board of Directors may from time to time appoint or the business of the
Corporation may require.

                                   ARTICLE II

                             MEETING OF STOCKHOLDERS

          SECTION 1. ANNUAL MEETINGS. Annual meetings of stockholders for the
election of directors and for such other business as may be stated in the notice
of the meeting, shall be held at such place, either within or without the State
of Delaware, and at such time and date as the Board of Directors, by resolution,
shall determine and as set forth in the notice of the meeting. In the event the
Board of Directors fails to so determine the time, date and place of meeting,
the annual meeting of stockholders shall be held at the offices of the
Corporation in Tulsa, Oklahoma on the first Tuesday of May at 10:00 A.M., or at
such other date, place and time as the Board of Directors shall fix and set
forth in the notice of the meeting, which date shall be within thirteen (13)
months subsequent to the last annual meeting of stockholders.

          If the date of the annual meeting shall fall upon a legal holiday, the
meeting shall be held on the next business day. At each annual meeting, the


<PAGE>   2

stockholders entitled to vote shall elect a Board of Directors and they may
transact such other corporate business as shall be stated in the notice of the
meeting.

          SECTION 2. OTHER MEETINGS. Meetings of stockholders for any purpose
other than the election of directors may be held at such time and place, within
or without the State of Delaware, as shall be stated in the notice of meeting.

          SECTION 3. VOTING. Each stockholder entitled to vote in accordance
with the terms of the Certificate of Incorporation and in accordance with the
provisions of these By-Laws shall be entitled to one vote, in person or by
proxy, for each share of stock entitled to vote held by such stockholder, but no
proxy shall be voted after three years from its date unless such proxy provides
for a longer period. Upon the demand of any stockholder, the vote for directors
and the vote upon any question before the meeting, shall be by ballot. All
elections for directors shall be decided by plurality vote; all questions shall
be decided by majority vote except as otherwise provided by the Certificate of
Incorporation or the laws of the State of Delaware.

          A complete list of the stockholders entitled to vote at the ensuing
election, arranged in alphabetical order, with the address of each, and the
number of shares held by each, shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten days prior to the meeting, either at a place
within the city where the meeting is to be held, which place shall be specified
in the notice of the meeting, or, if not so specified, at the place where the
meeting is to be held. The list shall also be produced and kept at the meeting
and place of the meeting during the whole time thereof, and may be inspected by
any stockholder who is present.

          SECTION 4. QUORUM. Except as otherwise required by Law, by the
Certificate of Incorporation or by these By-Laws, the presence, in person or by
proxy, of stockholders holding a majority of the stock of the Corporation
entitled to vote shall constitute a quorum at all meetings of the stockholders.
In case a quorum shall not be present at any meeting, a majority in interest of
the stockholders entitled to vote thereat, present in person or by proxy, shall
have the power to adjourn the meeting from time to time, without notice other
than announcement at the meeting, until the requisite amount of stock entitled
to vote shall be present. At any such adjourned meeting at which the requisite
amount of stock entitled to vote shall be represented, any business may be
transacted which might have been transacted at the meeting as originally
noticed; but only those stockholders entitled to vote at the meeting as
originally noticed shall be entitled to vote at any adjournment or adjournments
thereof.


                                       2
<PAGE>   3

          SECTION 5. SPECIAL MEETINGS. Special meetings of the stockholders for
any purpose or purposes may be called by the Chairman of the Board, President or
Secretary, or by resolution of the directors.

          SECTION 6. NOTICE OF MEETINGS. Written notice, stating the place, date
and time of the meeting, and the general nature of the business to be
considered, shall be given to each stockholder entitled to vote thereat at his
address as it appears on the records of the Corporation, not less than ten nor
more than sixty days before the date of the meeting. No business other than that
stated in the notice shall be transacted at any meeting without the unanimous
consent of all the stockholders entitled to vote thereat.

          SECTION 7. ACTION WITHOUT MEETING. Unless otherwise provided by the
Certificate of Incorporation, any action required to be taken at any annual or
special meeting of stockholders, or any action which may be taken at any annual
or special meeting, may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and
voted. 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.

                                   ARTICLE III

                                    DIRECTORS

          SECTION 1. NUMBER AND TERM. The number of directors which shall
constitute the whole board shall not be less than three (3) and no more than
seven (7). The first board shall consist of four (4) directors. Within the
limits specified, the number of directors shall be determined from time to time
by resolution of the Board of Directors or by the affirmative vote of the
holders of a majority of the shares of stock outstanding and entitled to vote.
The directors shall be elected at the annual meeting of the stockholders and
each director shall be elected to serve until his successor shall be elected and
shall qualify. Directors need not be stockholders.

          SECTION 2. RESIGNATIONS. Any director, member of a committee or other
officer may resign at any time. Such resignation shall be made in writing, and
shall take effect at the time specified therein, and if no time be specified, at
the time of its receipt by the President or Secretary. The acceptance of a
resignation shall not be necessary to make it effective.

                                       3
<PAGE>   4


          SECTION 3. VACANCIES. If the office of any director becomes vacant for
any reason or any new directorship is created by any increase in the number of
directors, the remaining directors in office, though less than a quorum, by a
majority vote, may appoint any qualified person to fill such vacancy, who shall
hold office for the unexpired term and until his successor shall be duly chosen.

          SECTION 4. REMOVAL. Except as hereinafter provided, any director or
directors may be removed either for or without cause at any time by the
affirmative vote of the holders of a majority of all the shares of stock
outstanding and entitled to vote, at a special meeting of the stockholders
called for the purpose and the vacancies thus created may be filled, at the
meeting held for the purpose of removal, by the affirmative vote of a majority
in interest of the stockholders entitled to vote.

          Unless the Certificate of Incorporation otherwise provides,
stockholders may effect removal of a director who is a member of a classified
Board of Directors only for cause. If the Certificate of Incorporation provides
for cumulative voting and if less than the entire board is to be removed, no
director may be removed without cause if the votes cast against his removal
would be sufficient to elect him if then cumulatively voted at an election of
the entire board of directors, or if there be classes of directors, at an
election of the class of directors of which he is a part.

          SECTION 5. INCREASE OF NUMBER. The number of directors may be
increased by amendment of these By-Laws by the affirmative vote of a majority of
the directors, though less than a quorum, or, by the affirmative vote of the
holders of a majority of all the shares of stock outstanding and entitled to
vote at the annual meeting or at a special meeting called for that purpose, and
by like vote the additional directors may be chosen at such meeting to hold
office until the next annual election and until their successors are elected and
qualify.

          SECTION 6. STOCKHOLDER VOTE IN THE EVENT OF VACANCIES; INCREASES IN
THE NUMBER OF DIRECTORS; REMOVAL. Unless otherwise provided in the Certificate
of Incorporation, whenever the holders of any class or classes of stock or
series thereof are entitled by the Certificate of Incorporation to elect one or
more directors, vacancies, replacement of directors due to removal or newly
created directorships of such class or classes or series (as provided by
Sections 3, 4 and 5, respectively), shall be filled by a majority of the
directors elected by such class or classes or series thereof then in office, or
by any sole remaining director so elected, subject to the rights of the holders
of such class or series to fill such vacancy.

                                       4
<PAGE>   5

          SECTION 7. POWERS. The Board of Directors shall exercise all of the
powers of the Corporation except such as are by law, or by the Certificate of
Incorporation of the Corporation or by these By-Laws conferred upon or reserved
to the stockholders. Without limiting the generality of the foregoing, and in
addition to any other specific powers granted to the Board of Directors by law,
the Certificate of Incorporation or these By-Laws, none of the following actions
can be taken by the Corporation without the prior approval of the Board of
Directors:

(a)  With respect to the Corporation, any subsidiary of the Corporation or any
     partnership, corporation or joint venture which is managed and controlled
     by the Corporation or by any subsidiary of the Corporation (an "Operated
     Joint Enterprise"):

     (i)  (1)  The commencement of, or any commitment to commence, with respect
               to the following capital projects on behalf of the Corporation
               involving expenditures:

               (A) in excess of $5,000,000 with respect to strategic capital
               projects; or

               (B) in excess of $5,000,000 with respect to any capital project
               if such project is not otherwise contemplated in the approved
               capital budget or within the strategies contained in the approved
               Long Range Plan; or

          (2)  The making of capital expenditures not otherwise contemplated in
               an approved annual capital budget or otherwise approved by the
               Board of Directors that would cause the total amount of
               unapproved capital expenditures to exceed an amount equal to ten
               percent (10%) of the approved capital budget for the year in
               which the expenditure is to be made.

          The Corporation shall report at each regularly scheduled meeting of
          the Board of Directors concerning the status of any individual major
          capital project with respect to which the Corporation's anticipated
          capital expenditure levels have significantly varied from the capital
          expenditure levels for such project contemplated in the approved
          capital budget, including a discussion of the reasons for any
          significant variance.

     (ii) With respect to any capital project in excess of $5,000,000 previously
          approved by the Board of Directors, the making of or the commitment

                                       5
<PAGE>   6

          to make any expenditures that would cause the total of all
          expenditures made or committed with respect to such capital project to
          exceed one hundred and ten percent (110%) of the aggregate amount
          theretofore approved by the Board of Directors for such capital
          project in the capital budget or otherwise;

    (iii) Amendment, modification, termination, suspension of material
          operations or waiver of any material rights under any contract
          (including, without limitation, shareholder agreements or through-put
          and deficiency agreements) relating to the Corporation's, or a
          subsidiary's of the Corporation, interest in or obligations with
          respect to the below described entities and any other entity the Board
          of Directors of the Corporation shall designate as being subject to
          this provision (the "Joint Enterprises"):

              (1)    Cit-Con Oil Corporation
              (2)    Badger Pipe Line Company
              (3)    Colonial Pipe Line Company
              (4)    Explorer Pipe Line Company
              (5)    Kaw Pipe Line Company
              (6)    Lake Charles Pipe Line Company
              (7)    Texas - New Mexico Pipe Line Company
              (8)    West Shore Pipe Line Company
              (9)    West Texas Gulf Pipe Line Company
              (10)   Wolverine Pipe Line Company
              (11)   The Chesapeake Terminal
              (12)   The Doraville Terminal
              (13)   Lake Charles Coke Handling Facility
              (14)   Greensboro Terminal
              (15)   Foremost-Southlake Terminal
              (16)   Nelson Electric Steam Company
              (17)   Providence Terminal
              (18)   Rocky Hill Terminal

    (iv)  Entry into any contract providing for (1) the issuance of securities,
          (2) the acquisition, sale or encumbrance of (A) any material assets
          (other than in the ordinary course of business), or (B) any shares of
          any subsidiary of the Corporation, in either case, by the Corporation,
          any subsidiary of the Corporation or any Operated Joint Enterprise, or
          (3) the entry by any of the foregoing into any such other contracts or
          types of contracts which the Board of Directors of the Corporation may
          specify in a duly adopted resolution from time to time as being
          subject to the provisions of this Section 7(a)(iv);


                                       6
<PAGE>   7

     (v)  The entry into any contract or commitment or the taking of any other
          action or series of actions which constitutes a material deviation
          from the current operating plan or operating budget of the
          Corporation, as approved by the Board of Directors, together with any
          approved amendments thereto;

(b)  With respect to each Joint Enterprise which is not an Operated Joint
     Enterprise, other than in the ordinary course of business of the Joint
     Enterprise, the voting by the Corporation or any of its subsidiaries of the
     shares of capital stock of any Joint Enterprise, or the taking of any
     action by the representatives of the Corporation (or of any subsidiary of
     the Corporation), or the Board of Directors of any Joint Enterprise, in
     either case to permit or otherwise allow or acquiesce to such Joint
     Enterprise's taking any of the actions set forth in (a)(i) above if the
     Corporation's interest in such action, as measured by its ownership
     interest in such Joint Enterprise, meets or exceeds the limits set forth in
     (a)(i) above, or to authorize such Joint Enterprise to enter into any
     contract providing for the issuance of securities by such Joint Enterprise
     or providing for the acquisition, sale or encumbrance of any material
     assets of any such Joint Enterprise;

(c)  Causing or taking any action or series of actions with the purpose or
     effect of causing a fundamental change in the business of the Corporation;

(d)  Except for drawings or repayments of amounts outstanding under previously
     approved credit arrangements of the Corporation and except for trade
     payables incurred in the ordinary course of the Corporation's business, the
     incurrence, rearrangement, material modification or refinancing by the
     Corporation or any subsidiary of the Corporation of any indebtedness, other
     than (i) indebtedness between or among the Corporation and any wholly-owned
     subsidiary or subsidiaries of the Corporation, or (ii) indebtedness, or the
     equivalent thereof, with a total exposure of Five Million Dollars
     ($5,000,000) or less with regard to and arising from any approved capital
     or operating transaction, including, but not limited to, guaranties,
     sale-leaseback arrangements, capital leases, installments, advance payment
     arrangements or other deferred payment obligations for goods or services;

(e)  Approval or amendment of the Corporation's annual operating budget, capital
     expenditure budget or operating plan;

(f)  Approval of any new or material amendment to any existing material employee
     benefit or employee welfare plan (including defined benefit plans, defined
     contribution plans and pension plans) for the Corporation and any
     subsidiary of the Corporation or any Operated Joint Enterprise;

                                       7
<PAGE>   8

(g)  Approval, for the purpose of establishing management guidelines, of
     material labor and personnel relations policies of the Corporation, any
     subsidiary of the Corporation or any Operated Joint Enterprise;

(h)  The commencement (or the settlement thereof once commenced) of any suit or
     similar legal proceeding in the name of the Corporation, any subsidiary of
     the Corporation or any Operated Joint Enterprise (other than routine
     collection matters or proceedings instituted in the ordinary course of the
     Corporation's business), any settlement of any suit or claim involving the
     Corporation, any subsidiary of the Corporation or any Operated Joint
     Enterprise for an amount in excess of $500,000 with respect to personal
     injury or property damage, or $1,000,000 with respect to any other claim,
     unless the Corporation, any subsidiary of the Corporation, or any Operated
     Joint Enterprise is insured or otherwise indemnified with respect to any
     such suits or claims, the agreement to any material injunctive, equitable
     or similar contractual relief in connection with the settlement of
     litigation or the entry of a plea of guilty or nolo contendere with respect
     to any allegation of violation of any federal, state, local or foreign
     legal requirement;

(i)  The taking of any action or omitting to take any action with the knowledge
     that it would breach or terminate any material contract or limit or forfeit
     any material rights or benefits to which the Corporation, any subsidiary of
     the Corporation or any Operated Joint Enterprise is a party or is entitled;

(j)  Distribution of any cash or assets to the stockholders or any of their
     respective affiliates, other than as referenced or provided for in these
     By-Laws or in, and pursuant to the terms and conditions of, any agreement
     between the Corporation or any of its subsidiaries and any such holder or
     any of its affiliates, which agreement has been approved by the Board of
     Directors;

(k)  Approval of the Corporation's policies with respect to the investment of
     surplus cash assets of the Corporation and its subsidiaries;

(l)  Approval of the annual audited financial statements of the Corporation;

(m)  Changing the Corporation's outside public auditors or any material changes
     of its methods of accounting;

(n)  Approval of the use of the name of, or any information regarding, any
     stockholder of the Corporation or any affiliate of any such stockholder
     (other

                                       8
<PAGE>   9

     than the Corporation), in any advertising materials or public relations
     campaigns for the Corporation, any subsidiary of the Corporation or any
     Operated Joint Enterprise;

(o)  Approval of the Corporation's policies relating to the amount and types of
     insurance coverage to be maintained by the Corporation, the Corporation's
     subsidiaries and the Operated Joint Enterprises;

(p)  The appointment or termination of employment of, and the establishment of
     all forms of remuneration for the officers of the Corporation, and such
     other employees of the Corporation as may be established by a resolution of
     the Board of Directors from time to time;

(q)  Significant modification of the Corporation's policies relating to (i) the
     licensing to third parties of trademarks, service marks and other
     significant proprietary rights owned by the Corporation, (ii) approval of
     any license of any such marks or rights, other than to traditional jobbers,
     distributors and dealers of refined petroleum products, and (iii) the
     enforcement of quality controls relating to any such licenses regardless of
     whether the approval of the Board of Directors was required under this
     provision for the grant of such license (as amended March 8, 1990);

(r)  The entry into, or commitment to enter into, by the Corporation of any
     charter or other contract for the use or hire of any vessel for a term in
     excess of one year if such vessel will be used to transport crude oil or
     feedstocks purchased from Petroleos de Venezuela, S.A. ("PDVSA") or any of
     its affiliates;

(s)  The liquidation or dissolution of the Corporation, any subsidiary of the
     Corporation or any Operated Joint Enterprise which has net assets of $1
     million or more; and

(t)  The institution by the Corporation of any proceeding to be adjudicated a
     voluntary bankrupt, the consenting to the institution of a bankruptcy
     proceeding against the Corporation, the consent by the Corporation to
     reorganization under the Federal bankruptcy code or any similar Federal,
     state or foreign law, the making of a general assignment for the benefit of
     creditors, or the admission in writing by the Corporation, any subsidiary
     of the Corporation or any Operated Joint Enterprise of its inability to pay
     its debts generally when they become due.

         The Board of Directors by resolution from time to time may, without
stockholder approval, amend the provisions of subsections (a) through (t)

                                       9
<PAGE>   10

immediately above to delete from or modify any matter or action described
therein, or to add any other matter or action thereto.

         SECTION 8. COMMITTEES. The Board of Directors may, by resolution or
resolutions passed by a majority of the whole board, designate one or more
committees, each committee to consist of two or more directors of the
Corporation. 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 any member of
such committee or committees, the member or members thereof present at any
meeting and not disqualified from voting, whether or not he or they constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in the place of any such absent or disqualified member.

         Any such committee, to the extent provided in the resolution of the
Board of Directors, or in these By-Laws, shall have and may exercise all the
powers and authority of the Board of Directors in the management of the business
and affairs of the Corporation, and may authorize the seal of the Corporation to
be affixed to all papers which may require it; but no such committee shall have
the power or authority in reference to amending the Certificate of
Incorporation, adopting an agreement of merger or consolidation, recommending to
the stockholders the sale, lease or exchange of all or substantially all of the
Corporation's property and assets, recommending to the stockholders a
dissolution of the Corporation or a revocation of a dissolution, or amending the
By-Laws of the Corporation; and, unless the resolution, these By-Laws, or the
Certificate of Incorporation expressly so provide, no such committee shall have
the power or authority to declare a dividend or to authorize the issuance of
stock.

         Any vacancies in any committee may be filled by a majority vote of the
Board of Directors.

         SECTION 9. MEETINGS. Each newly elected Board of Directors may hold its
first meeting for the purpose of organization and the transaction of business,
if a quorum be present, immediately after the annual meeting of the
stockholders; or the time and place of such meeting may be fixed by consent in
writing of all the directors.

         Regular meetings of the Board of Directors may be held without notice
at such places and times as shall be determined from time to time by resolution
of the directors.

         Special meetings of the Board of Directors may be called by the
Chairman of the Board (if any), President or, on the written request of any two


                                       10
<PAGE>   11

directors, by the Secretary, in each case on at least forty-eight (48) hours
personal, written, telegraphic, telex, cable or facsimile transmission notice to
each director and shall be held at such place or places as may be determined by
the directors, or shall be stated in the call of the meeting.

         Unless otherwise restricted by the Certificate of Incorporation or by
these By-Laws, members of the Board of Directors, or any committee designated by
the Board of Directors, may participate in a meeting of the Board of Directors,
or any committee, as the case may be, by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the 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.

         SECTION 10. QUORUM. A majority of the directors shall constitute a
quorum for the transaction of business, and the affirmative vote of at least a
majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors. If at any meeting of the board there
shall be less than a quorum present, a majority of those present may adjourn the
meeting from time to time until a quorum is obtained, and no further notice
thereof need be given other than by announcement at the meeting which shall be
so adjourned.

         SECTION 11. COMPENSATION. Directors shall not receive any stated salary
for their services as directors or as members of committees, but by resolution
of the board a fixed fee and expenses of attendance may be allowed for
attendance at each meeting. Nothing herein contained shall be construed to
preclude any director from serving the Corporation in any other capacity as an
officer, agent or otherwise, and receiving compensation therefor.

                SECTION 12. ACTION WITHOUT MEETING. 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 a written consent thereto
is signed by all members of the board, or of such committee as the case may be,
and such written consent is filed with the minutes of proceedings of the board
or committee.

                                       11
<PAGE>   12

                                   ARTICLE IV

                                    OFFICERS

         SECTION 1. OFFICERS. The officers of the Corporation shall be a
President, one or more Vice Presidents (any one or more of whom may be
designated Executive Vice President or Senior Vice President), a Treasurer, and
a Secretary, all of whom shall be elected by the Board of Directors and who
shall hold office until their successors are elected and qualified. In addition,
the Board of Directors may elect a Chairman and such Assistant Secretaries and
Assistant Treasurers as they may deem proper. None of the officers of the
Corporation need be directors. The officers shall be elected at the first
meeting of the Board of Directors after each annual meeting. More than two
offices may be held by the same person.

         SECTION 2. OTHER OFFICERS AND AGENTS. The Board of Directors may
appoint such other officers and agents as it may deem advisable, who shall hold
their offices for such terms and shall exercise such powers and perform such
duties as shall be determined from time to time by the Board of Directors.

         SECTION 3. REMOVAL. Any officer or agent elected or appointed by the
Board of Directors may be removed, either with or without cause, at a special
meeting called for the purpose, or at any regular meeting of the Board of
Directors, 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.

         SECTION 4. VACANCIES. Any vacancy occurring in any office of the
Corporation may be filled by a majority vote of the Board of Directors.

         SECTION 5. CHAIRMAN. The Chairman of the Board of Directors, if one be
elected, shall preside at all meetings of the Board of Directors and he shall
have and perform such other duties as from time to time may be assigned to him
by the Board of Directors.

         SECTION 6. PRESIDENT. The President shall be the Chief Executive
Officer of the Corporation. Subject to the control of the Board of Directors and
the executive committee (if any) and the provisions of Article III, the Chief
Executive Officer shall have general executive charge, management and control of
the properties, business and operations of the Corporation with all such powers
as may be reasonably incident to such responsibilities; to the extent authorized
by the Board of Directors, he may execute all leases, contracts, evidences of
indebtedness and other obligations in the name of the Corporation; he may sign
all certificates for shares of capital stock of the Corporation; and shall have
such other powers and duties as designated in accordance with these By-Laws and
as from time to time may be assigned to him by the Board of Directors.


                                       12
<PAGE>   13

         SECTION 7. VICE-PRESIDENT. In the absence of the President, or in the
event of his inability or refusal to act, a Vice President designated by the
Board of Directors shall perform 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. In the absence of a designation by the Board of Directors of a Vice
President to perform the duties of the President, or in the event of his absence
or inability or refusal to act, the Vice President who is present shall so act.
The Vice Presidents shall perform such other duties and have such other powers
as the Chief Executive Officer or the Board of Directors may from time to time
prescribe.

         SECTION 8. TREASURER. The Treasurer shall have responsibility for the
custody and control of all the funds and securities of the Corporation, and he
shall have such other powers and duties as designated in these By-Laws and as
from time to time may be assigned to him by the Chief Executive Officer or the
Board of Directors. He shall perform all acts incident to the position of
Treasurer, subject to the control of the Chief Executive Officer and the Board
of Directors; and he shall, if required by the Board of Directors, give such
bond for the faithful discharge of his duties in such form as the Board of
Directors may require.

         SECTION 9. ASSISTANT TREASURERS. Each Assistant Treasurer shall have
the usual powers and duties pertaining to his office, together with such other
powers and duties as designated in these By-Laws and as from time to time may be
assigned to him by the Chief Executive Officer or the Board of Directors. The
Assistant Treasurers shall exercise the powers of the Treasurer during that
officer's absence or inability or refusal to act.

         SECTION 10. SECRETARY. The Secretary shall keep the minutes of all
meetings of the Board of Directors (and, if requested by such committee, any
committee of directors) and the stockholders, in books provided for that
purpose; he shall attend to the giving and serving of all notices; he may in the
name of the Corporation affix the seal of the Corporation to all contracts of
the Corporation and attest the affixation of the seal of the Corporation
thereto; he may sign with the other appointed officers all certificates for
shares of capital stock of the Corporation; he shall have charge of the
certificate books, transfer books and stock ledgers, and such other books and
papers as the Board of Directors may direct, all of which shall at all
reasonable times be open to inspection of any director upon application at the
office of the Corporation during business hours; he shall have such other powers
and duties as designated in these By-Laws and as from time to time may be
assigned to him by the Chief Executive Officer or the Board of Directors; and he
shall in general perform all acts incident to the office of Secretary, subject
to the control of the Chief Executive Officer and the Board of Directors.


                                       13
<PAGE>   14


         SECTION 11. ASSISTANT SECRETARIES. Each Assistant Secretary shall have
the usual powers and duties pertaining to his office, together with such other
powers and duties as designated in these By-Laws and as from time to may be
assigned to him by the Chief Executive Officer or the Board of Directors. The
Assistant Secretaries shall exercise the powers of the Secretary during that
officer's absence or inability or refusal to act.

         SECTION 12. ACTION WITH RESPECT TO SECURITIES OF OTHER CORPORATIONS. To
the extent authorized by the Board of Directors, the Chief Executive Officer
shall have power to vote and otherwise act on behalf of the Corporation, in
person or by proxy, at any meeting of security holders of or with respect to any
action of security holders of any other corporation in which this Corporation
may hold securities and otherwise to exercise any and all rights and powers
which this Corporation may possess by reason of its ownership of securities in
such other corporation.

                                    ARTICLE V

                                  MISCELLANEOUS

         SECTION 1. CERTIFICATES OF STOCK. Certificate of stock, signed by the
Chairman of the Board of Directors, President or Vice-President, and the
Treasurer or an Assistant Treasurer, or Secretary or an Assistant Secretary,
shall be issued to each stockholder certifying the number of shares owned by him
in the Corporation. Any of or all the signatures may be facsimiles. In case any
officer, transfer agent or registrar who shall have signed or whose facsimile
signature or signatures shall have been placed upon any such certificate or
certificates shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued by the Corporation, such certificate may
nevertheless 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 stock
certificates for each class or series of capital stock 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 number of shares.

         SECTION 2. LOST CERTIFICATES. A new certificate of stock may be issued
in the place of any certificate theretofore issued by the Corporation, alleged
to have been lost or destroyed, and the directors may, in their discretion,
require the owner of the lost or destroyed certificate, or his legal
representatives, to give the Corporation a bond, in such sum as they may direct,
not exceeding double the value of the stock, to indemnify the Corporation
against any claim that may be

                                       14
<PAGE>   15

made against it on account of the alleged loss of any such certificate, or the
issuance of any such new certificate.

         SECTION 3. TRANSFER OF SHARES. The shares of stock of the Corporation
shall be transferable only upon its books by the holders thereof in person or by
their duly authorized attorneys or legal representatives, and upon such transfer
the old certificates shall be surrendered to the Corporation by the delivery
thereof to the person in charge of the stock and transfer books and ledgers, or
to such other person as the directors may designate, by whom they shall be
cancelled, and new certificates shall thereupon be issued. A record shall be
made of each transfer and whenever a transfer shall be made for collateral
security, and not absolutely, it shall be so expressed in the entry of the
transfer.

         SECTION 4. STOCKHOLDERS RECORD DATE. 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 to express consent to corporate
action in writing 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, in
advance, a record date, which shall not be more than sixty nor less than ten
days before the date of such meeting, nor more than sixty days prior to any
other action. 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 5. DIVIDENDS. Subject to the provisions of the Certificate of
Incorporation, the Board of Directors may, out of funds legally available
therefor at any regular or special meeting, declare dividends upon the capital
stock of the Corporation as and when they deem expedient. Before declaring any
dividend there may be set apart out of any funds of the Corporation available
for dividends, such sum or sums as the directors from time to time in their
discretion deem proper for working capital or as a reserve fund to meet
contingencies or for equalizing dividends or for such other purposes as the
directors shall deem conducive to the interests of the company.

         SECTION 6. SEAL. The corporate seal shall be circular in form and shall
contain the name of the Corporation, the year of its creation and the words
"CORPORATE SEAL DELAWARE". Said seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.

         SECTION 7. FISCAL YEAR. The fiscal year of the Corporation shall be
determined by resolution of the Board of Directors.

                                       15
<PAGE>   16

         SECTION 8. CHECKS. All checks, drafts or other orders for the payment
of money, notes or other evidences of indebtedness issued in the name of the
Corporation shall be signed by such officer or officers, agent or agents of the
Corporation, and in such manner as shall be determined from time to time by
resolutions of the Board of Directors.

         SECTION 9. NOTICE AND WAIVER OF NOTICE. Whenever any notice is required
by these By-Laws to be given, personal notice is not meant unless expressly so
stated, and any notice so required shall be deemed to be sufficient if given by
depositing the same in the United States mail, postage prepaid, addressed to the
person entitled thereto at his address as it appears on the records of the
Corporation, and such notice shall be deemed to have been given on the day of
such mailing. Stockholders not entitled to vote shall not be entitled to receive
notice of any meetings except as otherwise provided by Statute.

         Whenever any notice whatever is required to be given under the
provisions of any law, or under the provisions of the Certificate of
Incorporation of the Corporation or these By-Laws, a waiver thereof in writing,
signed by the person or persons entitled to said notice, whether before or after
the time stated therein, shall be deemed equivalent thereto.

                                   ARTICLE VI

                                   AMENDMENTS

         These ByLaws may be altered or repealed and By-Laws may be made at any
annual meeting of the stockholders or at any special meeting thereof if notice
of the proposed alteration or repeal or By-Law or By-Laws to be made be
contained in the notice of such special meeting, by the affirmative vote of a
majority of the stock issued and outstanding and entitled to vote thereat, or by
the affirmative vote of a majority of the Board of Directors, at any regular
meeting of the Board of Directors, or at any special meeting of the Board of
Directors, if notice of the proposed alteration or repeal, or By-Law or By-Laws
to be made, be contained in the notice of such special meeting.


                                       16