<PAGE>
 
                                                                   EXHIBIT 3.5

 
                                            Adopted effective November 20, 1997

                          RENAISSANCE WORLDWIDE, INC.
                      SECOND AMENDED AND RESTATED BY-LAWS

                                   ARTICLE I
                                  STOCKHOLDERS

     Section 1.  Annual Meeting.
     -------------------------- 

     The annual meeting of stockholders shall be held within six months after
the end of the corporation's fiscal year specified in these By-Laws.  The date
and hour of the annual meeting shall be fixed by the Directors.  The purposes
for which the annual meeting is to be held, in addition to those prescribed by
law, by the Articles of Organization or by these By-Laws, may be specified by
the Directors or the President.  In the event that no date for the annual
meeting is established or if no annual meeting is held in accordance with the
foregoing provisions, a special meeting may be held in lieu thereof, and any
action taken at such meeting shall have the same effect as if taken at the
annual meeting.

     Section 2.  Special Meetings.
     ---------------------------- 

     So long as the corporation has a class of voting stock registered under the
Securities Exchange Act of 1934, as amended, special meetings of the
stockholders may be called by the President or by the Directors and shall be
called by the Clerk, or in case of the death, absence, incapacity or refusal of
the Clerk, by any other officer, upon written application of one or more
stockholders who hold at least 40 percent in interest of the capital stock
entitled to vote at the meeting.

     Section 3.  Place of Meetings.
     ----------------------------- 

     All meetings of stockholders shall be held at the principal office of the
corporation unless a different place (within the United States) is fixed by the
Board of Directors or the President and specified in the notice of the meeting.

     Section 4.  Notice of Business.
     ------------------------------ 

     At any meeting of the stockholders, only such business shall be conducted
as shall have been brought before the meeting (a) by or at the direction of the
Board of Directors or (b) by any stockholder of the corporation who is a
stockholder of record at the time of giving of the notice provided for in this
Section, who shall be entitled to vote at such meeting and who complies with the
notice procedures set forth in this Section.  For business to be properly
brought before a stockholder meeting by a stockholder, the stockholder must have
given timely notice thereof in writing to the Clerk.  To be timely, a
stockholder's notice shall be delivered 
<PAGE>
 
to the Clerk at the principal executive offices of the corporation (i) in the
case of an annual meeting or a special meeting in lieu of an annual meeting, not
later than the close of business on the 60th day nor earlier than the close of
business on the 90th day prior to the first anniversary of the preceding year's
annual meeting, regardless of any postponements, deferrals or adjournments of
that meeting to a later date; provided, however, that in the event that the date
of the annual meeting or special meeting in lieu of an annual meeting is more
than 30 days before or more than 60 days after such anniversary date, notice by
the stockholder to be timely must be so delivered not earlier than the close of
business on the 90th day prior to such meeting and not later than the close of
business on the later of the 60th day prior to such meeting or the 10th day
following the day on which public announcement of the date of such meeting is
first made by the corporation; and (ii) in the case of a special meeting (other
than a special meeting in lieu of an annual meeting), not earlier than the close
of business on the 90th day prior to such meeting and not later than the close
of business on the later of the 60th day prior to such meeting or the 10th day
following the day on which public announcement of the date of such meeting is
first made by the corporation. In no event shall the public announcement of an
adjournment of a meeting commence a new time period for the giving of a
stockholder's notice as described above. A stockholder's notice to the Clerk
shall set forth as to each matter the stockholder proposes to bring before the
meeting (a) a brief description of the business desired to be brought before the
meeting and the reasons for conducting such business at the meeting, (b) the
names and addresses, as they appear on the corporation's books, of the
stockholder proposing such business and any other stockholders known by such
stockholder to be supporting such proposal, (c) the class and number of shares
of the corporation which are beneficially owned by the stockholder and any other
stockholders known by such stockholder to be supporting such proposal, and (d)
any material interest of the stockholder in such business. Notwithstanding
anything in the By-Laws to the contrary, no business shall be conducted at a
stockholder meeting except in accordance with the procedures set forth in this
Section. The Chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that business was not properly brought before the meeting
and in accordance with the provisions of the By-Laws, and if he should so
determine, he shall so declare to the meeting and any such business not properly
brought before the meeting shall not be transacted. Notwithstanding the
foregoing provisions of this Section, a stockholder shall also comply with all
applicable requirements of the Securities Exchange Act of 1934, as amended, and
the rules and regulations thereunder with respect to the matters set forth in
this Section.

     For purposes of this Section, "public announcement" shall mean disclosure
in a press release reported by the Dow Jones News Service, Associated Press or
comparable national news service or in a document publicly filed by the
corporation with the Securities and Exchange Commission pursuant to Section 13,
14 or 15(d) of the Exchange Act.

                                      -2-
<PAGE>
 
     Section 5.  Notices.
     ------------------- 

     A written notice, stating the place, day and hour of all meetings of
stockholders shall be given by the Clerk or Assistant Clerk (or the person or
persons calling the meeting), at least seven days before the meeting, to each
stockholder entitled to vote thereat and to each stockholder who, by law, the
Articles of Organization, or these By-Laws, is entitled to such notice, by
leaving such notice with him or at his residence or usual place of business, or
by mailing it, postage prepaid, and addressed to such stockholder at his address
as it appears upon the books of the corporation.  Such notice, if the meeting is
called otherwise than by the Clerk, may be a copy of the call of the meeting;
and if the meeting is not otherwise called, such notice given by the Clerk shall
constitute a call of the meeting by him.  Notices of all meetings of
stockholders shall state the purposes for which the meetings are called.  No
notice need be given to any stockholder if a written waiver of notice, executed
before or after the meeting by the stockholder or his attorney, thereunto
authorized is filed with the records of the meeting.

     Section 6.  Quorum.
     ------------------ 

     Unless the Articles of Organization otherwise provide, at any meeting of
stockholders a quorum for the transaction of business shall consist of one or
more individuals appearing in person and/or as proxies and owning and/or
representing a majority of the shares of the corporation then outstanding and
entitled to vote, provided that less than such quorum shall have power to
adjourn the meeting from time to time.

     Section 7.  Voting and Proxies.
     ------------------------------ 

     Each stockholder shall have one vote for each share of stock entitled to
vote, and a proportionate vote for any fractional share entitled to vote, held
by him of record according to the records of the corporation, unless otherwise
provided by law or the Articles of Organization.  Stockholders may vote either
in person or by written proxy dated not more than six months before the meeting
named therein.  Proxies shall be filed with the Clerk before being voted at any
meeting or any adjournment thereof.  Except as otherwise limited therein,
proxies shall entitle the persons named therein to vote at the meeting specified
therein and at any adjourned session of such meeting but shall not be valid
after final adjournment of the meeting.  A proxy with respect to stock held in
the name of two or more persons shall be valid if executed by any one of them
unless at or prior to exercise of the proxy the corporation receives a specific
written notice to the contrary from any one of them.  A proxy purporting to be
executed by or on behalf of a stockholder shall be deemed valid unless
challenged at or prior to its exercise and the burden of proving invalidity
shall rest on the challenger. Notwithstanding the foregoing, a proxy coupled
with an interest sufficient in law to support an irrevocable power, including,
without limitation, an interest in the shares or in the corporation generally,
may be made irrevocable if it so provides, need not specify the meeting to which
it relates, and shall be valid and enforceable until the interest terminates, or
for such shorter period as may be specified in the proxy.

                                      -3-
<PAGE>
 
     Section 8.  Action at Meeting.
     ----------------------------- 

     Except where a different vote is required by law, the Articles of
Organization or these By-Laws, action of the stockholders on any matter properly
brought before a meeting shall require, and may be effected by, the affirmative
vote of the holders of a majority of the stock present or represented and
entitled to vote and voting on such matter, provided that such majority shall be
at least a majority of the number of shares required to constitute a quorum for
action on such matter.  Except where a different vote is required by law, the
Articles of Organization or these By-Laws, any election by stockholders shall be
determined by a plurality of the votes cast by the stockholders entitled to vote
at the election.  No ballot shall be required for such election unless requested
by a stockholder present or represented at the meeting and entitled to vote in
the election.

     Section 9.  Action without Meeting by Written Consent.
     ----------------------------------------------------- 

     Any action by stockholders may be taken without a meeting if all
stockholders entitled to vote on the matter consent to the action by a writing
filed with the records of the meetings of stockholders.  Such consent shall be
treated for all purposes as a vote at a meeting.

     Section 10.  Record Date.
     -------------------------

     The Directors may fix in advance a time which shall be not more than sixty
days prior to (a) the date of any meeting of stockholders, (b) the date for the
payment of any dividend or the making of any distribution to stockholders, or
(c) the last day on which the consent or dissent of stockholders may be
effectively expressed for any purpose, as the record date for determining the
stockholders having the right to notice of and to vote at such meeting and any
adjournment thereof, the right to receive such dividend or distribution, or the
right to give such consent or dissent.  In such case only stockholders of record
on such record date shall have such right, notwithstanding any transfer of stock
on the books of the corporation after the record date.  Without fixing such
record date the Directors may for any of such purposes close the transfer books
for all or any part of such period.

     If no record date is fixed and the transfer books are not closed

     (1) the record date for determining stockholders having the right 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.

     (2) 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
acts with respect thereto.

                                      -4-
<PAGE>
 
                                   ARTICLE II
                                   DIRECTORS

     Section 1.  Powers.
     ------------------ 

     The business of the Corporation shall be managed by the Board of Directors,
which shall have and may exercise all the powers of the Corporation except those
powers reserved to the stockholders by these By-Laws, by law or by the Articles
of Organization. Notwithstanding the foregoing, the stockholders may take action
on any matter relating to the business of the Corporation at any stockholders'
meeting.

     Section 2.  Nomination; Eligibility to Serve.
     -------------------------------------------- 

     Except as otherwise provided in Section 4 of this Article concerning the
filling of vacancies on the Board of Directors, only persons who are nominated
in accordance with the procedures set forth in this Section shall be eligible to
serve as directors.  Nominations of persons for election to the Board of
Directors of the corporation may be made at a meeting of stockholders (a) by or
at the direction of the Board of Directors or (b) by any stockholder of the
corporation who is a stockholder of record at the time of giving of notice
provided for in this Section, who shall be entitled to vote for the election of
directors at the meeting and who complies with the notice procedures set forth
in this Section.  Such nominations, other than those made by or at the direction
of the Board of Directors, shall be made pursuant to timely notice in writing to
the Clerk.  To be timely, a stockholder's notice shall be delivered to the Clerk
at the principal executive offices of the corporation (i) in the case of an
annual meeting or a special meeting in lieu of an annual meeting, not later than
the close of business on the 60th day nor earlier than the close of business on
the 90th day prior to the first anniversary of the preceding year's annual
meeting, regardless of any postponements, deferrals or adjournments of that
meeting to a later date; provided, however, that in the event that the date of
the annual meeting or special meeting in lieu of an annual meeting is more than
30 days before or more than 60 days after such anniversary date, notice by the
stockholder to be timely must be so delivered not earlier than the close of
business on the 90th day prior to such meeting and not later than the later of
the 60th day prior to such meeting or the 10th day following the day on which
public announcement of the date of such meeting is first made by the
corporation; and (ii) in the case of a special meeting (other than a special
meeting in lieu of an annual meeting), not earlier than the close of business on
the 90th day prior to such meeting and not later than the close of business on
the later of the 60th day prior to such meeting or the 10th day following the
day on which public announcement of the date of such meeting is first made by
the corporation.  In no event shall the public announcement of an adjournment of
a meeting commence a new time period for the giving of a stockholder's notice as
described above.  Such stockholder's notice shall set forth (a) as to each
person whom the stockholder proposes to nominate for election or reelection as a
director, all information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities Exchange
Act 

                                      -5-
<PAGE>
 
of 1934, as amended (including such person's written consent to being named
in the proxy statement as a nominee and to serving as a director if elected),
and (b) as to the stockholder giving the notice, (i) the names and addresses, as
they appear on the corporation's books, of such stockholder and any other
stockholders known by such stockholder to be supporting the election of the
proposed nominee(s) and (ii) the class and number of shares of the corporation
which are beneficially owned by such stockholder and any other stockholders
known by such stockholder to be supporting the election of the proposed
nominee(s).  At the request of the Board of Directors, any person nominated by
the Board of Directors for election as a director shall furnish to the Clerk
that information required to be set forth in a stockholder's notice of
nomination which pertains to the nominee.  The Chairman of the meeting shall, if
the facts warrant, determine and declare to the meeting that a nomination was
not made in accordance with the procedures prescribed by the By-Laws, and if he
should so determine, he shall so declare to the meeting and the defective
nomination shall be disregarded.  Notwithstanding the foregoing provisions of
this Section, a stockholder shall also comply with all applicable requirements
of the Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder with respect to the matters set forth in this Section.

     For purposes of this Section, "public announcement" shall mean disclosure
in a press release reported by the Dow Jones News Service, Associated Press or
comparable national news service or in a document publicly filed by the
corporation with the Securities and Exchange Commission pursuant to Section 13,
14 or 15(d) of the Exchange Act.

     Section 3.  Number and Election.
     ------------------------------- 

     The Board of Directors shall consist of not less than the minimum number of
individuals permitted by law and not more than nine persons.  The directors,
other than those who may be elected by the holders of any series of preferred
stock of the corporation, shall be divided into three classes, such classes to
be as nearly equal in number as possible.  One of such classes of directors
shall be elected annually by the stockholders.  Subject to the foregoing
requirements and applicable law, the number of directors and their respective
classifications shall be fixed by the vote of a majority of the Board of
Directors, provided that any such action does not operate to remove a director
elected by the stockholders or the directors other than in the manner specified
in the Articles of Organization or these By-Laws.  No decrease in the number of
directors constituting the Board of Directors shall shorten the term of any
incumbent director.  Except as otherwise provided in the Articles of
Organization or these By-Laws, the members of each class shall be elected for a
term of three years and shall serve until their successors are elected and
qualified.  Any successor to a director whose seat becomes vacant shall serve
for the remainder of the term of his predecessor and until his successor is
elected and qualified.

                                      -6-
<PAGE>
 
     Section 4.  Vacancies.
     --------------------- 

     Newly-created directorships resulting from an increase in the size in the
Board of Directors or any vacancy at any time existing in the Board of
Directors, whether resulting from the death, resignation, disqualification or
removal of a Director or otherwise, shall be filled solely by the affirmative
vote of a majority of the remaining Directors then in office.

     Section 5.  Enlargement of the Board of Directors.
     ------------------------------------------------- 

     The number of Directors may be increased by the Directors by the
affirmative vote of a majority of the Directors then in office.

     Section 6.  Tenure.
     ------------------ 

     Except as otherwise provided by law, by the Articles of Organization or by
these By-Laws, a Director shall hold office until the annual meeting of
stockholders held in the third year following the year of his election and
thereafter until his successor is chosen and qualified.

     Section 7.  Resignation.
     ----------------------- 

     Any Director may resign by delivering his written resignation to the
corporation at its principal office or to the President or Clerk.  Such
resignation shall be effective upon receipt unless it is specified to be
effective at some other time or upon the happening of some other event.

     Section 8.  Removal.
     ------------------- 

     A Director may be removed from office only for cause and by the vote of
either (a) the holders of seventy-five percent (75%) of the shares outstanding
and entitled to vote in the election of Directors or (b) a majority of the
Directors then in office; provided, however, that a Director elected by a
                          --------  -------                              
particular class of stockholders may be removed only by the vote of holders of
that class of stock according to the vote requirement and other standards for
removal applicable to such class and specified in the Articles of Organization.
"Cause" shall mean only (i) conviction of a felony, (ii) declaration of unsound
mind by order of court, (iii) gross dereliction of duty, (iv) commission of an
action involving moral turpitude or (v) commission of an action that constitutes
intentional misconduct or a knowing violation of law if such action in either
event results both in an improper substantial personal benefit and a material
injury to the corporation.  A Director may be removed for cause only after
reasonable notice and opportunity to be heard before the body proposing to
remove him.

                                      -7-
<PAGE>
 
     Section 9.  Annual Meeting.
     -------------------------- 

     Immediately after each annual meeting of stockholders, or the special
meeting held in lieu thereof, and at the place thereof, if a quorum of the
Directors is present, there shall be a meeting of the Directors without notice;
but if such a quorum of the Directors is not present, or if present do not
proceed immediately thereafter to hold meeting of the Directors, the annual
meeting of the Directors shall be called in the manner hereinafter provided with
respect to the call of special meetings of Directors.

     Section 10.  Regular Meetings.
     ----------------------------- 

     Regular meetings of the Directors may be held at such times and places as
shall from time to time be fixed by resolution of the Board and no notice need
be given of regular meetings held at times and places so fixed, provided,
however, that any resolution relating to the holding of regular meetings shall
remain in force only until the next annual meeting of stockholders, or the
special meeting held in lieu thereof, and that if at any meeting of Directors,
at which a resolution is adopted fixing the times or place or places for any
regular meetings, any director is absent, no meeting shall be held pursuant to
such resolution until either each such absent Director has in writing or by
telegram approved the resolution or seven days have elapsed after a copy of the
resolution certified by the Clerk has been mailed, postage prepaid, addressed to
each such absent Director at his last known home or business address.

     Section 11.  Special Meetings.
     ----------------------------- 

     Special meetings of the Directors may be called by the President, by the
Chairman of the Board, by the Clerk, by any two Directors, or by one Director in
the event that there is only one Director and shall be held at the place
designated in the notice or call thereof.

     Section 12.  Notices.
     -------------------- 

     Notices of any special meeting of the Directors shall be given to each
Director by the Clerk (a) by mailing to him, postage prepaid, and addressed to
him at his address as registered on the books of the corporation, or if not so
registered, at his last known home or business address, a written notice of such
meeting at least four days before the meeting, or (b) by delivering such notice
by hand or by telegram, telecopy or telex to him at least 48 hours before the
meeting at such address, notice of such meeting, or (c) by giving notice to such
Director in person or by telephone at least 48 hours in advance of the meeting.
Such notice, if the meeting is called otherwise than by the Clerk, may be a copy
of the call of the meeting; and if the meeting is not so otherwise called, such
notice given by the Clerk shall constitute a call of the meeting by him. If the
Clerk refuses or neglects for more than 24 hours after receipt of a call to give
notice of such special meeting, or if the office of Clerk is vacant or the Clerk
is absent from the Commonwealth of Massachusetts or incapacitated, such notice
may be given by the officer or one of the Directors calling the meeting. Notice
need not be given to any 

                                      -8-
<PAGE>
 
Director if a written waiver of notice, executed by him before or after the
meeting, if filed with the records of the meeting, or to any Director who
attends the meeting without protesting prior thereto or at its commencement the
lack of notice to him. A notice or waiver of notice of a Directors' meeting need
not specify the purposes of the meeting.

     Section 13.  Quorum.
     ------------------- 

     At any meeting of the Directors, a majority of the Directors then in office
shall constitute a quorum for the transaction of business; provided always that
any number of Directors (whether one or more and whether or not constituting a
quorum) present at any meeting or at any adjourned meeting may make any
reasonable adjournment thereof.

     Section 14.  Action at Meeting.
     ------------------------------ 

     At any meeting of the Directors at which a quorum is present, the action of
the Directors on any matter brought before the meeting shall be decided by vote
of a majority of those present, unless a different vote is required by law, the
Articles of Organization or these By-Laws.

     Section 15.  Action by Written Consent.
     -------------------------------------- 

     Any action by the Directors may be taken without a meeting if a written
consent thereto is signed by all the Directors and filed with the records of the
Directors' meetings.  Such consent shall be treated as a vote of the Directors
for all purposes.

     Section 16.  Chairman of the Board of Directors.
     ----------------------------------------------- 

     The Board of Directors may elect from its own number a chairman.  The
chairman, if one has been elected, shall preside at all meetings of the
stockholders and of the Board of Directors at which the chairman is present and
shall have such other duties and powers as the Board of Directors may decide.

     Section 17.  Committees.
     ----------------------- 

     The Board of Directors may elect from its own number an executive committee
and any other committees, and may delegate to the committees any or all of its
powers except the power to (a) change the principal office of the corporation;
(b) amend the By-Laws; (c) issue stock; (d) establish and designate series of
stock and fix and determine the relative rights and preferences of any series of
stock; (e) elect officers required by law to be elected by the stockholders and
directors and fill vacancies in any such offices; (f) change the number of the
Board of Directors; (g) remove any officers or directors from office; (h)
authorize the payment of any dividend or distribution to stockholders; (i)
authorize the reacquisition for value of stock of the corporation; or (j)
authorize a merger.  The Board of Directors may decide the manner 

                                      -9-
<PAGE>
 
in which any such committees shall conduct their business. The Board of
Directors shall have power to rescind any action of any committee, but such
recission shall not be retroactive.

     Section 18.  Telephone Conference Meetings.
     ------------------------------------------ 

     One or more members of the Board of Directors or any committee thereof may
participate in a meeting of such Board or committee by means of a conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other at the same time, and
participation by such means shall constitute presence in person at a meeting.

                                  ARTICLE III
                                   OFFICERS

     Section 1.  Enumeration and Qualification.
     ----------------------------------------- 

     The officers of the corporation shall consist of a President, a Treasurer,
a Clerk, and such other officers including one or more Vice Presidents,
Assistant Treasurers and Assistant Clerks as may from time to time be determined
by the Directors.  No officer need be a stockholder or a director.  The Clerk
shall be a resident of Massachusetts unless the Corporation has a resident agent
appointed to accept service of process.  A person may hold more than one office
at the same time.  Any officer may be required by the Board of Directors to give
bond for the faithful performance of the officer's duties to the Corporation in
such amount and with such sureties as the Board of Directors may determine.


     Section 2.  Election and Vacancies.
     ---------------------------------- 

     The President, Treasurer and Clerk shall be elected annually by the
Directors at their first meeting following the annual meeting of stockholders,
or the special meeting held in lieu thereof.  Other officers may be chosen by
the Directors at such meeting or at any other meeting.  Any vacancy at any time
existing in any office may be filled by the Directors at any meeting and such
successor in office shall hold office for the unexpired term of his predecessor.

     Section 3.  Tenure.
     ------------------ 

     Except as otherwise provided by law, by the Articles of Organization or by
these By-Laws, the President, Treasurer and Clerk each shall hold office until
the first meeting of the Directors following the next annual meeting of
stockholders, or the special meeting, held in lieu thereof, and thereafter until
his successor is chosen and qualified.  Other officers shall hold office until
the first meeting of the Directors following the next annual meeting of
stockholders, or the special meeting held in lieu thereof, unless a shorter term
is specified in 

                                     -10-
<PAGE>
 
the vote choosing or appointing them. Election or appointment of an officer
shall not in and of itself create contract rights. The Board of Directors may,
however, authorize the corporation to enter into an employment contract with any
officer in accordance with applicable law, but no contract right shall prohibit
the Board of Directors from removing any officer at any time in accordance with
Article III, Section 5 hereof.

     Section 4.  Resignation.
     ----------------------- 

     Any officer may resign by delivering his written resignation to the
corporation at its principal office or to the President or Clerk, and such
resignation shall be effective upon receipt unless it is specified to be
effective at some other time or upon the happening of some other event.

     Section 5.  Removal.
     ------------------- 

     The Directors may remove any officer appointed by the Directors with or
without cause by a vote of a majority of the entire number of Directors then in
office; provided that an officer may be removed for cause only after reasonable
notice and opportunity to be heard by the Board of Directors prior to action
thereon.

     Section 6.  President.
     --------------------- 

     The President shall be the chief executive officer of the corporation
except as the Board of Directors may otherwise provide.  It shall be his duty
and he shall have the power to see that all orders and resolutions of the
Directors are carried into effect.  He shall from time to time report to the
Directors all matters within his knowledge which the interests of the
corporation may require to be brought to its notice.  Except as otherwise
provided by the Board of Directors, in the absence of a Chairman of the Board of
Directors, the President shall preside at all meetings of the stockholders and
of the Directors.  The President shall perform such duties and have such powers
additional to the foregoing as the Directors shall designate.

     Section 7.  Vice Presidents.
     --------------------------- 

     In the absence or disability of the President, his powers and duties shall
be performed by the Vice President, if only one, or, if more than one, by the
one designated for the purpose by the Directors.  Each Vice President shall have
such other powers and perform such other duties as the Directors shall from time
to time designate.  The Directors may assign to any Vice President the title of
Executive Vice President, Senior Vice President and any other title selected by
the Directors.

                                     -11-
<PAGE>
 
     Section 8.  Treasurer.
     --------------------- 

     The Treasurer shall, subject to the direction of the Directors, have
general charge of the financial affairs of the corporation and shall cause to be
kept accurate books of accounts.  He shall have custody of all funds, securities
and valuable documents of the corporation, except as the Directors may otherwise
provide.  He shall promptly render to the President and to the Directors such
statements of his transactions and accounts as the President and Directors
respectively may from time to time require.  The Treasurer shall perform such
duties and have such powers additional to the foregoing as the Directors may
designate.

     Section 9.  Assistant Treasurers.
     -------------------------------- 

     In the absence or disability of the Treasurer, his powers and duties shall
be performed by the Assistant Treasurer, if only one, or, if more than one, by
the one designated for the purpose by the Directors.  Each Assistant Treasurer
shall have such other powers and perform such other duties as the Directors
shall from time to time designate.

     Section 10.  Clerk.
     ------------------ 

     The Clerk shall record in books kept for the purpose all votes and
proceedings of the stockholders and of the Directors at their meetings.  Unless
the Directors shall appoint a transfer agent and/or registrar or other officer
or officers for the purpose, the Clerk shall be charged with the duty of
keeping, or causing to be kept, accurate records of all stock outstanding, stock
certificates issued and stock transfers; and, subject to such other or different
rules as shall be adopted from time to time by the Directors, such records may
be kept solely in the stock certificate books.  The Clerk shall perform such
duties and have such powers additional to the foregoing as the Directors shall
designate.

     Section 11.  Assistant Clerks.
     ----------------------------- 

     In the absence of the Clerk from any meeting of the stockholders or from
any meeting of the Directors, the Assistant Clerk, if one be elected, or, if
there be more than one, the one designated for the purpose by the Directors,
otherwise a Temporary Clerk designated by the person presiding at the meeting,
shall perform the duties of the Clerk.  Each Assistant Clerk shall have such
other powers and perform such other duties as the Directors may from time to
time designate.

                                     -12-
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                                   ARTICLE IV
                      PROVISIONS RELATING TO CAPITAL STOCK

     Section 1.  Issuance and Consideration.
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     Any unissued capital stock from time to time authorized under the Articles
of Organization may be issued by vote of the stockholders or by vote of the
Directors.  Stock may be issued for cash, tangible or intangible property,
services, or for a debt or note or expenses. Stock having par value shall not be
issued for cash, property, services or expenses worth less than the par value.
For the purpose of this Section 1, a debt or note of the purchaser, secured or
unsecured, shall not be considered property.

     Section 2.  Certificates of Stock.
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     Shares of capital stock of the corporation may be certificated or
uncertificated.  Each stockholder, upon request, shall be entitled to a
certificate or certificates representing in the aggregate the shares owned by
him and certifying the number and class thereof, which shall be in such form as
the Directors shall adopt.  Each certificate of stock shall be signed by the
President or a Vice President and by the Treasurer or an Assistant Treasurer,
but such signatures may be facsimiles when a certificate is countersigned by a
transfer agent or registrar, other than a Director, officer or employee of the
corporation.  In case any officer who has signed or whose facsimile signature
has been placed on such certificate shall cease to be such officer before such
certificate is issued, it may be issued by the corporation with the same effect
as if he were such officer at the time of its issue.  Every certificate for
shares of stock which are subject to any restriction on transfer pursuant to the
Articles of Organization, the By-Laws or any agreement to which the corporation
is a party shall have the restriction noted conspicuously on the certificate and
shall also set forth on the face or back either the full text of the restriction
or a statement of the existence of such restriction and a statement that the
corporation will furnish a copy to the holder of such certificate upon written
request and without charge.  Every certificate issued when the corporation is
authorized to issue more than one class or series of stock shall set forth on
its face or back either the full text of the preferences, voting powers,
qualifications and special and relative rights of the shares of each class and
series authorized to be issued or a statement of the existence of such
preferences, powers, qualifications and rights, and a statement that the
corporation will furnish a copy thereof to the holder of such certificate upon
written request and without charge.

     Section 3.  Transfer of Stock.
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     Subject to the restrictions, if any, stated or noted on the stock
certificate, the stock of the corporation shall be transferable, so as to affect
the rights of the corporation, only by transfer recorded on the books of the
corporation or its transfer agent, in person or by duly authorized attorney, and
upon the surrender of the certificate or certificates properly endorsed 

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or assigned with such proof of authority or authenticity of signature as the
corporation shall reasonably require.

     Section 4.  Equitable Interests Not Recognized.
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     The corporation shall be entitled to treat the holder of record of any
share or shares of stock as the holder in fact thereof and 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 except as may be otherwise expressly provided by
law.

     Section 5.  Lost or Destroyed Certificates.
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     The Board of Directors of the corporation may, subject to Massachusetts
General Laws, Chapter 156B, Section 29, as amended from time to time, determine
the conditions upon which a new certificate of stock may be issued in place of
any certificate alleged to have been lost, destroyed, or mutilated.  The Board
of Directors may, in their discretion, require the owner of a lost, mutilated or
destroyed certificate, or his legal representative, to give a bond, sufficient
in their opinion, with or without surety, to indemnify the corporation against
any loss or claim which may arise by reason of the issue of the shares in place
of such lost, mutilated or destroyed stock certificate.

                                   ARTICLE V
                          STOCK IN OTHER CORPORATIONS

     Except as the Directors may otherwise designate, the President or Treasurer
may waive notice of, and appoint any person or persons to act as proxy or
attorney in fact for this corporation (with or without power of substitution)
at, any meeting of stockholders or shareholders of any other corporation or
organization, the securities of which may be held by this corporation.

                                   ARTICLE VI
                             INSPECTION OF RECORDS

     Books, accounts, documents and records of the corporation shall be open to
inspection by any Director at all times during the usual hours of business.  The
original, or attested copies, of the Articles of Organization, By-Laws and
records of all meetings of the incorporators and stockholders, and the stock and
transfer records, which shall contain the names of all stockholders and the
record address and the amount of stock held by each, shall be kept in
Massachusetts at the principal office of the corporation, or at an office of its
transfer agent or of the Clerk or the resident agent, if any, of the
corporation.  Said copies and records need not all be kept in the same office.
They shall be available at all reasonable times to the inspection of any
stockholder for any proper purpose but not to secure a list of stockholders or
other information for the purpose of selling said list or information or copies
thereof or of 

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using the same for a purpose other than in the interest of the applicant, as a
stockholder, relative to the affairs of the corporation.

                                  ARTICLE VII
                  CHECKS, NOTES, DRAFTS AND OTHER INSTRUMENTS

     Checks, notes, drafts and other instruments for the payment of money drawn
or endorsed in the name of the corporation may be signed by any officer or
officers or person or persons authorized by the Directors to sign the same.  No
officer or person shall sign any such instrument as aforesaid unless authorized
by the Directors to do so.

                                  ARTICLE VIII
                                      SEAL

     The Board of Directors may adopt and alter the form of seal of the
corporation.

                                  ARTICLE IX
                                  FISCAL YEAR

     The fiscal year of the corporation shall, unless otherwise decided by the
Board of Directors, end on the last Saturday in December.

                                   ARTICLE X
                                   AMENDMENTS

     Except as otherwise provided in the Articles of Organization and except
with respect to a By-Law adopted by the Directors, these By-Laws may at any time
be amended by the affirmative vote of the holders of (i) two-thirds of each
class of stock outstanding and entitled to vote on the matter, or (ii) in the
case of any such amendment that has been approved by vote of the Board of
Directors taken at a meeting held prior to the meeting of stockholders at which
such amendment is to be voted upon, a majority of the stock present or
represented and entitled to vote and voting on such amendment, provided that
such majority shall be at least a majority of the number of shares required to
constitute a quorum for action on such matter, and provided, further, that
notice of the substance of the proposed amendment is stated in the notice of the
meeting.  If authorized by the Articles of Organization, the Directors also may
make, amend or repeal these By-Laws, in whole or in part, except with respect to
any provision hereof (i) which alters the provisions of these By-Laws with
respect to the removal of Directors or the election of committees by Directors
and the delegation of powers thereto, or (ii) which by law, the Articles of
Organization or these By-Laws requires action by the stockholders.  Not later
than the time of giving notice of the meeting of stockholders next following the
making, amending or repealing by the Directors of any By-Law, notice thereof
stating the substance of such change shall be given to all stockholders entitled
to vote on amending the By-Laws.  Except as otherwise provided in the Articles
of Organization, any By-

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Law adopted by the Directors may be amended or repealed by an affirmative vote
of the holders of two-thirds of each class of stock outstanding and entitled to
vote on the matter.

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