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                                                                     EXHIBIT 3.2





                                    BY-LAWS

                                       OF

                    A I M MANAGEMENT GROUP ACQUISITION CORP.

                      Adopted Effective February 19, 1997
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                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                Page
<S>                                                                                                <C>
ARTICLE I OFFICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
SECTION 1.1.           Registered Office  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
SECTION 1.2.           Other Offices  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1

ARTICLE II MEETINGS OF STOCKHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
SECTION 2.1.           Annual Meeting   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
SECTION 2.2.           Voting List  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
SECTION 2.3.           Special Meeting  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
SECTION 2.4.           Notice of Meeting  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
SECTION 2.5.           Quorum   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
SECTION 2.6.           Voting   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
SECTION 2.7.           Organization of Meetings   . . . . . . . . . . . . . . . . . . . . . . . .  3
SECTION 2.8.           Consent of Stockholders  . . . . . . . . . . . . . . . . . . . . . . . . .  3
SECTION 2.9.           Voting of Stock of Certain Holders   . . . . . . . . . . . . . . . . . . .  3
SECTION 2.10.          Treasury Stock   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3
SECTION 2.11.          Fixing Record Date   . . . . . . . . . . . . . . . . . . . . . . . . . . .  3

ARTICLE III BOARD OF DIRECTORS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  4
SECTION 3.1.           Powers   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  4
SECTION 3.2.           Number, Election and Term  . . . . . . . . . . . . . . . . . . . . . . . .  4
SECTION 3.3.           Vacancies, Additional Directors and Removal From
                       Office   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  4
SECTION 3.4.           Regular Meeting  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  4
SECTION 3.5.           Special Meeting  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5
SECTION 3.6.           Notice of Special Meeting  . . . . . . . . . . . . . . . . . . . . . . . .  5
SECTION 3.7.           Quorum and Participation   . . . . . . . . . . . . . . . . . . . . . . . .  5
SECTION 3.8.           Action Without Meeting   . . . . . . . . . . . . . . . . . . . . . . . . .  5
SECTION 3.9.           Compensation   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  6

ARTICLE IV COMMITTEES OF DIRECTORS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  6
SECTION 4.1.           Designation, Powers and Name   . . . . . . . . . . . . . . . . . . . . . .  6
SECTION 4.2.           Minutes  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  6
SECTION 4.3.           Compensation   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  6

ARTICLE V NOTICE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  7
SECTION 5.1.           Methods of Giving Notice   . . . . . . . . . . . . . . . . . . . . . . . .  7
</TABLE>



                                       i
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<TABLE>
<S>                                                                                               <C>
SECTION 5.2.           Written Waiver   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  7

ARTICLE VI OFFICERS       . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  7
SECTION 6.1.           Officers   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  7
SECTION 6.2.           Election and Term of Office  . . . . . . . . . . . . . . . . . . . . . . .  8
SECTION 6.3.           Removal and Resignation  . . . . . . . . . . . . . . . . . . . . . . . . .  8
SECTION 6.4            Vacancies  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  8
SECTION 6.5            Salaries   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  8
SECTION 6.6            Chairman and Vice Chairman of the Board  . . . . . . . . . . . . . . . . .  8
SECTION 6.7.           Chief Executive Officer  . . . . . . . . . . . . . . . . . . . . . . . . .  9
SECTION 6.8.           President  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  9
SECTION 6.9.           Vice Presidents  . . . . . . . . . . . . . . . . . . . . . . . . . . . .   10
SECTION 6.10.          Secretary  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   10
SECTION 6.11.          Treasurer  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   10
SECTION 6.12           Assistant Secretaries and Assistant Treasurers   . . . . . . . . . . . .   11
SECTION 6.13           Assistant Vice Presidents  . . . . . . . . . . . . . . . . . . . . . . .   11

ARTICLE VII CERTIFICATES OF STOCK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   11
SECTION 7.1.           Issuance   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   11
SECTION 7.2.           Lost Certificates  . . . . . . . . . . . . . . . . . . . . . . . . . . .   12
SECTION 7.3.           Transfer   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   12
SECTION 7.4.           Registered Stockholders  . . . . . . . . . . . . . . . . . . . . . . . .   12

ARTICLE VIII DIVIDENDS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   13
SECTION 8.1.           Declaration  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   13
SECTION 8.2.           Reserve  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   13

ARTICLE IX INDEMNIFICATION  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   13
SECTION 9.1.           Third Party Actions  . . . . . . . . . . . . . . . . . . . . . . . . . .   13
SECTION 9.2            Actions by or in the Right of the Corporation  . . . . . . . . . . . . .   14
SECTION 9.3.           Determination of Conduct   . . . . . . . . . . . . . . . . . . . . . . .   14
SECTION 9.4.           Payment of Expenses in Advance   . . . . . . . . . . . . . . . . . . . .   14
SECTION 9.5            Indemnity Not Exclusive  . . . . . . . . . . . . . . . . . . . . . . . .   14
SECTION 9.6            Insurance  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   15
SECTION 9.7            Constituent Corporation  . . . . . . . . . . . . . . . . . . . . . . . .   15

ARTICLE X MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   15
SECTION 10.1.          Seal   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   15
SECTION 10.2.          Books  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   15
SECTION 10.3           Fiscal Year  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   15

ARTICLE XI AMENDMENT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   16
</TABLE>




                                       ii
<PAGE>   4



                                    BY-LAWS
                                       OF
                    A I M MANAGEMENT GROUP ACQUISITION CORP.

                                   ARTICLE I

                                    OFFICES

         SECTION 1.1.     Registered Office. The registered office of the
corporation in the State of Delaware shall be in the City Wilmington, County of
New Castle, and the name of its registered agent shall be The Corporation Trust
Company.

         SECTION 1.2.     Other Offices.  The corporation may also have offices
at such other places both within and without the State of Delaware as the Board
of Directors may from time to time determine or the business of the corporation
may require.


                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

         SECTION 2.1.     Annual Meeting.  The annual meeting of stockholders
for the election of directors shall be held at such place either within or
without the State of Delaware and at such date and time as shall be designated
from time to time by the Board of Directors and stated in the notice of the
meeting.

         SECTION 2.2.     Voting List.  The officer who has charge of the stock
ledger of the corporation shall prepare and make, at least ten days before
every meeting of stockholders, a complete list of the stockholders entitled to
vote at the meeting, arranged in alphabetical order, and showing the address of
each stockholder and the number of shares registered in the name of each
stockholder.  Such list shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten days prior to the meeting, either at a place within the
city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place where the meeting
is to be held.  The list shall also be produced and kept at the time and place
of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.

         SECTION 2.3.     Special Meeting.  Special meetings of the
stockholders, for any purpose or purposes, unless otherwise prescribed by
statute or by the Certificate of Incorporation, may be called by the President
and shall be called by the President or the
<PAGE>   5
Secretary at the request in writing of a majority of the Board of Directors, or
at the request in writing of stockholders owning a majority in amount of the
entire capital stock of the corporation issued and outstanding and entitled to
vote. Such request shall state the purposes of the proposed meeting. Business
transacted at any special meeting of stockholders shall be limited to the
purposes stated in the notice. The President so calling, or the directors or
stockholders so requesting, any such meeting shall fix the date and time of,
and the place (either within or without the State of Delaware) for, the meeting.

          SECTION 2.4     Notice of Meeting.  Written notice of the annual and
each special meeting of stockholders, stating the time, place and purpose or
purposes thereof, shall be given to each stockholder entitled to vote thereat,
not less than ten nor more than 60 days before the meeting.

          SECTION 2.5     Quorum.  The holders of a majority of the stock
issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business except as otherwise provided by
statute or by the Certificate of Incorporation. Notwithstanding the other
provisions of the Certificate of Incorporation or these by-laws, the holders of
a majority of the shares of stock present in person or represented by proxy,
although not constituting a quorum, shall have power to adjourn the meeting
from time to time, without notice other than announcement at the meeting, until
a quorum shall be present or represented. If the adjournment is for more 30
days, or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder
of record entitled to vote at the meeting. At such adjourned meeting at which a
quorum shall be present or represented any business may be transacted which
might have been transacted at the meeting as originally notified.

          SECTION 2.6     Voting.  When a quorum is present at any meeting of
the stockholders, the vote of the holders of a majority of the stock having
voting power present in person or represented by proxy shall decide any question
brought before such meeting, unless the question is one upon which, by express
provision of the statutes, of the Certificate of Incorporation or of these
by-laws, a different vote is required, in which case such express provision 
shall govern and control the decision of such question. Every stockholder
having the right to vote shall be entitled to vote in person, or by proxy
appointed by an instrument in writing subscribed by such stockholder, bearing
a date not more than three years prior to voting, unless such instrument 
provides for a longer period, and filed with the Secretary of the corporation
before, or at the time of, the meeting. If such instrument shall designate two
or more persons to act as proxies, unless such instrument shall provide the
contrary, a majority of such persons present at any meeting at which their
powers thereunder are to be exercised shall have and may exercise all the powers
of voting or giving consents thereby conferred, or if only one be present, then
such powers may be exercised by that one, or, if an even number attend and a 
majority do not agree on any particular issue, each proxy so

<PAGE>   6
attending shall be entitled to exercise such powers in respect of the same
portion of the shares as he is of the proxies representing such shares.


         SECTION 2.7.     Organization of Meetings.  The Chairman of the Board
of Directors shall preside at each meeting of stockholders.  In the absence of
the Chairman of the Board, the meeting shall be chaired by an officer of the
corporation in accordance with the following order: Vice Chairman of the Board
(if any), Chief Executive Officer, President, Executive Vice President (if
any), Senior Vice President (if any) and Vice President.  In the absence of all
such officers, the meeting shall be chaired by a person chosen by the vote of
a majority in interest of the stockholders present in person or represented by
proxy and entitled to vote thereat.

         SECTION 2.8.     Consent of Stockholders.  Unless otherwise provided
in the Certificate of Incorporation, any action required to be taken at any
annual or special meeting of stockholders of the corporation, or any action
which may be taken at any annual or special meeting of such stockholders, may
be taken without a meeting, without prior notice and without a vote, if a
consent or consents 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 by the Secretary of the
corporation to those stockholders who have not consented in writing.

         SECTION 2.9.     Voting of Stock of Certain Holders.  Shares in the
name of another corporation, domestic or foreign, may be voted by such officer,
agent or proxy as the by-laws of such corporation may prescribe, or in the
absence of such provision, as the board of directors of such corporation may
determine.

         SECTION 2.10.    Treasury Stock. The corporation shall not vote,
direct or indirectly, shares of its own stock owned by it; and such shares
shall not be counted in determining the total number of outstanding shares.

         SECTION 2.11.    Fixing Record Date.  The Board of Directors may fix
in advance a date, not exceeding 60 days preceding the date of any meeting of
stockholders, or the date for payment of any dividend or distribution, or the
date for the allotment of rights, or the date when any change or conversion or
exchange of capital stock shall go into effect, or a date in connection with
obtaining a consent, as a record date for the determination of the stockholders
entitled to notice of, and to vote at, any such meeting and any adjournment
thereof, or entitled to receive payment of such dividend or distribution, or to
receive any such allotment of rights, or to exercise the rights in respect of
any such change, conversion or exchange of capital stock, or to give such
consent, and in such case such stockholders and





                                       3
<PAGE>   7
only such stockholders as shall be stockholders of record on the date so fixed
shall be entitled to such notice of, and to vote at, any such meeting and any
adjournment thereof, or to receive payment of such dividend or distribution, or
to receive such allotment or rights, or to exercise such rights, or to give
such consent, as the case may be, notwithstanding any transfer of any stock on
the books of the corporation after any such record date fixed as aforesaid.


                                  ARTICLE III

                               BOARD OF DIRECTORS

         SECTION 3.1.     Powers.  The business and affairs 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 stockholders.


         SECTION 3.2.     Number, Election and Term.  The number of directors
which shall constitute the whole Board of Directors shall be not less than
three.  Such member of directors shall from time to time be fixed and
determined by resolution of the Board of Directors and shall be set forth in
the notice of any meeting of stockholders held for the purpose of electing
directors. The directors shall be elected at the annual meeting of
stockholders, except as provided in Section 3.3, and each director elected
shall hold office until his successor shall be elected and shall qualify or
until his earlier resignation or removal.  Directors need not be residents of
Delaware or stockholders of the corporation.

         SECTION 3.3.     Vacancies, Additional Directors and Removal From
Office.  If any vacancy occurs in the Board of Directors caused by death,
resignation, retirement, disqualification or removal from office of any
director, or otherwise, or if any new directorship is created by an increase in
the authorized number of directors, a majority of the directors then in office,
though less than a quorum, or a sole remaining director, may choose a successor
or fill the newly created directorship; and a director so chosen shall hold
office until the next annual election and until his successor shall be duly
elected and shall qualify, or until his earlier resignation or removal.  If
there are no directors in office, then an election of directors may be held in
the manner provided by statute.  Any director may be removed either for or
without cause at any special meeting of stockholders duly called and held for
such purpose.

         SECTION 3.4.     Regular Meeting.  A regular meeting of the Board of
Directors shall be held each year at the place of, and immediately following,
the annual meeting of stockholders, and no notice of such meeting shall be
necessary to the newly





                                       4
<PAGE>   8
elected directors in order to legally constitute the meeting, provided a quorum
shall be present.  Other regular meetings of the Board of Directors shall be
held each year, at such time and place as the Board of Directors may provide by
resolution, either within or without the State of Delaware, without notice
other than such resolution.

         SECTION 3.5.     Special Meeting.  A special meeting of the Board of
Directors may be called by the Chairman of the Board or by the President and
shall be called by the Secretary on the written request of any two directors.
The Chairman or President so calling, or the directors so requesting, any such
meeting shall fix the time and any place, either within or without the State of
Delaware, as the time and place of holding such meeting.

         SECTION 3.6.     Notice of Special Meeting.  Written or telephonic
notice of special meetings of the Board of Directors shall be given to each
director at least 48 hours prior to the time of such meeting.  Any director
may waive notice of any meeting.  The attendance of a director at any meeting
shall constitute a waiver of notice of such meeting, except where a director
attends a meeting for the purpose of objecting to the transaction of any
business because the meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of, any special meeting of the
Board of Directors need be specified in the notice or waiver of notice of such
meeting, except that notice shall be given with respect to any matter where
notice is required by statute.

         SECTION 3.7.     Quorum and Participation. A majority of the Board of
Directors shall constitute a quorum for the  transaction of business at any
meeting of the Board of Directors, 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 may be otherwise specifically provided by statute, by
the Certificate of Incorporation or by these by-laws.  Members of the Board of
Directors may participate in a meeting of the Board of Directors 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
shall constitute presence in person and attendance at such meeting.  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.

         SECTION 3.8.     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 as provided in Article IV of these by-laws, 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.





                                       5
<PAGE>   9
         SECTION 3.9.     Compensation.  Directors, as such, shall be entitled
to any compensation for their services which is voted by the stockholders or
the Board of Directors, including a fixed sum and expenses of attendance, if
any, which may be allowed for attendance at each regular or special meeting of
the Board of Directors or any meeting of a committee of directors.  No
provision of these by-laws shall be construed to preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor.


                                   ARTICLE IV

                            COMMITTEES OF DIRECTORS

         SECTION 4.1.     Designation, Powers and Name.  The Board of Directors
may designate one or more committees, including, if they shall so determine, an
Executive Committee, each such committee to consist of one or more of the
directors of the corporation.  Each committee shall have and may exercise such
of the powers of the Board of Directors in the management of the business and
affairs of the corporation as may be provided in such resolution, but no such
committee shall have the power or authority in reference to: (i) approving or
adopting, or recommending to the stockholders, any action or matter expressly
required by the Delaware General Corporation Law to be submitted to stockholders
for approval, or (ii) adopting, amending or repealing any by-law of the
corporation.  The Executive Committee, if any, may authorize the seal of the
corporation to be affixed to all papers which may require it. The Board of 
Directors may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
such 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.  Such committee
or committees shall have such name or names and such limitations of authority as
may be determined from time to time by resolution adopted by the Board of
Directors.

         SECTION 4.2.     Minutes.  Each committee of directors shall keep
regular minutes of its proceedings and report the same to the Board of
Directors when required.

         SECTION 4.3.     Compensation.  Members of special or standing
committees may be allowed compensation for attending committee meetings, if the
Board of Directors shall so determine.





                                       6
<PAGE>   10
                                   ARTICLE V

                                     NOTICE

         SECTION 5.1.     Methods of Giving Notice.  Whenever, under the
provisions of the statutes of the State of Delaware, the Certificate of
Incorporation or these by-laws, notice is required to be given to any director,
member of any committee or stockholder, such notice shall be in writing and
delivered personally or mailed to such director, member or stockholder;
provided that in the case of a director or a member of any committee such
notice may be given orally in person or by telephone, by telex or telecopier,
telegram or via overnight courier.  If mailed, notice to a director, member of
a committee or stockholder shall be deemed to be given when deposited in the
United States mail first class in a sealed envelope, with postage prepaid,
addressed, in the case of a stockholder, to the stockholder at the
stockholder's address as it appears on the records of the corporation or, in
the case of a director or a member of a committee, to such person at his
business address.  If sent by telex or telecopier, notice to a director or
member of a committee shall be deemed to be given upon transmittal; if sent by
telegram, notice to a director or member of a committee shall be deemed to be
given when the telegram, so addressed, is delivered to the telegraph company;
and if sent via overnight courier, notice to a director or member of a
committee shall be deemed to be given when delivered against a receipt
therefor.

         SECTION 5.2.     Written Waiver.  Whenever any notice is required to
be given under the provisions of the statutes of the State of Delaware, the
Certificate of Incorporation 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

                                    OFFICERS

         SECTION 6.1      Officers.  The officers of the corporation shall be a
Chairman of the Board, Vice Chairman of the Board (if such office is created by
the Board), a Chief Executive Officer, a President, one or more Vice Presidents,
any one or more of which may be designated Executive Vice President or Senior
Vice President, a Secretary and a Treasurer.  In the event that the Board of
Directors creates the office of Vice Chairman of the Board, the Board shall, by
resolution, define the duties of such office.  The Board of Directors may
appoint such other officers and agents, including Chief Financial Officers,
Assistant Vice Presidents, Assistant Secretaries and Assistant Treasurers, as it
shall deem necessary, who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined by the
Board.  Any two or more offices, other





                                       7
<PAGE>   11
than the, offices of Chief Executive Officer and Secretary, or President and
Secretary, may be held by the same person.  No officer shall execute,
acknowledge, verify or countersign any instrument on behalf of the corporation
in more than one capacity, if such instrument is required by law, by these
by-laws or by any act of the corporation to be executed, acknowledged, verified
or countersigned by two or more officers.  The Chairman of the Board and any
Vice Chairman of the Board shall be elected from among the directors.  With the
foregoing exceptions, none of the other officers need be a director, and none
of the officers need be a stockholder of the corporation.

         SECTION 6.2.     Election and Term of Office.  The officers of the
corporation shall be elected annually by the Board of Directors at its first
regular meeting held after the annual meeting of stockholders or as soon
thereafter as conveniently possible.  Each officer shall hold office until his
successor shall have been elected and shall have qualified or until his death or
the effective date of his resignation or removal, or until he shall cease to be
a director in the case of the Chairman of the Board and the Vice Chairman of the
Board, if such office is created by the Board.

         SECTION 6.3.     Removal and Resignation.  Any officer or agent elected
or appointed by the Board of Directors may be removed without cause by the
affirmative vote of a majority of the Board of Directors whenever, in its
judgment, the best interests of the corporation shall be served thereby, but
such removal shall be without prejudice to the contractual rights, if any, of
the person so removed.  Any officer may resign at any time by giving written
notice to the corporation.  Any such resignation shall take effect at the date
of the receipt of such notice or at any later time specified therein, and unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.

         SECTION 6.4.     Vacancies.  Any vacancy occurring in any office of the
corporation by death, resignation, removal or otherwise, may be filled by the
Board of Directors for the unexpired portion of the term.

         SECTION 6.5.     Salaries.  The salaries of all officers and agents of
the corporation shall be fixed by the Board of Directors or pursuant to its
direction; and no officer shall be prevented from receiving such salary by
reason of his also being a director.

         SECTION 6.6.     Chairman and Vice Chairman of the Board.  The
Chairman of the Board shall preside at all meetings of the Board of Directors
and of the stockholders of the corporation.  In the absence of the Chairman,
such duties shall be attended to by the Vice Chairman of the Board, if such
office is created by the Board, and as provided in Section 2.7(a) of these
by-laws, with respect to meetings of the stockholders.  The Chairman shall
formulate and submit to the Board of Directors or the Executive Committee
matters of general policy of the corporation and shall perform such other
duties





                                       8
<PAGE>   12
as usually appertain to the office or as may be prescribed by the Board of
Directors or the Executive Committee.

         SECTION 6.7.     Chief Executive Officer.  The Chief Executive Officer,
subject to the control of the Board of Directors, shall in general supervise and
control the business and affairs of the corporation.  In the absence of the
Chairman or Vice Chairman of the Board (if such office is created by the Board),
the Chief Executive Officer shall preside at all meetings of the Board of
Directors and of the stockholders.  He may also preside at any such meeting
attended by the Chairman or Vice Chairman of the Board, if he is so designated
by such Chairman or, in the Chairman's absence, by the Vice Chairman.  He shall
have general and active management of the business of the corporation and shall
see that all orders and resolutions of the Board of Directors are carried into
effect.  The Chief Executive Officer shall have the power to appoint and remove
subordinate officers, agents and employees, except those elected or appointed by
the Board of Directors.  The Chief Executive Officer shall keep the Board of
Directors fully informed and shall consult them concerning the business of the
corporation.  He may execute certificates for shares of the corporation and any
deeds, bonds, mortgages, contracts, checks, notes, drafts or other instruments
which the Board of Directors has authorized to be executed, except where
required or permitted by law to be otherwise signed and executed and except
where the signing and execution thereof has been expressly delegated by the
Board of Directors to some other officer or agent of the corporation. He shall
vote, or give a proxy to any other officer of the corporation to vote, all
shares of stock of any other corporation in the name of the corporation and in
general he shall perform all other duties normally incident to the office of
Chief Executive Officer and such other duties as may be prescribed by the
stockholders or the Board of Directors from time to time.

         SECTION 6.8.     President. The President shall be the Chief Operating
Officer of the corporation and shall have such other duties and perform such
other responsibilities as may be delegated to him by the Board of Directors or
the Chief Executive Officer, and, in the absence of the Chief Executive Officer,
shall assume the responsibilities of that office in addition to his other
responsibilities. The President shall keep the Chief Executive Officer and the
Board of Directors fully informed and shall consult them concerning the
operations of the corporation. He may execute certificates for shares of the
corporation and any deeds, bonds, mortgages, contracts, checks, notes, drafts or
other instruments which the Board of Directors has authorized to be executed,
except where required or permitted by law to be otherwise signed and executed
and except where the signing and execution thereof has been expressly delegated
by the Board of Directors to some other officer or agent of the corporation.  In
the absence of the Chief Executive Officer, the President shall vote, or give a
proxy to any other officer of the corporation to vote, all shares of stock of
any other corporation standing in the name of the corporation and, in general,
he shall perform all other duties normally incident to the office of the
President and





                                       9
<PAGE>   13
such other duties as may be prescribed by the stockholders, the Board of
Directors or the Chief Executive Officer from time to time.

         SECTION 6.9.     Vice Presidents.  In the absence of the President, or
in the event of his inability or refusal to act, the Executive Vice President
(or in the event there shall be no Vice President designated Executive Vice
President, any Vice President designated by the Board) shall perform the duties
and exercise the powers of the President.  Any Vice President may execute
certificates for shares of the corporation and any deeds, bonds, mortgages,
contracts, checks, notes, drafts or other instruments which the Board of
Directors has authorized to be executed, except where required or permitted by
law to be otherwise signed and executed and except where the signing and
execution thereof has been expressly delegated by the Board of Directors to
some other officer or agent of the corporation.  The Vice Presidents shall
perform such other duties as from time to time may be assigned to them by the
President, the Board of Directors or the Executive Committee.

         SECTION 6.10.   Secretary. The Secretary shall:  (a) attend
meetings  of the Board of Directors, committees of directors and the
stockholders and shall keep the minutes of such meetings of the Board of
Directors, committees of directors and the stockholders; (b) see that all
notices are duly given in accordance with the provisions of these by-laws and as
required by law; (c) be custodian of the corporate records and three of the seal
of the corporation, and see that the seal of the corporation or a facsimile
thereof is affixed to all certificates for shares prior to the issue thereof
and to all documents, the execution of which on behalf of the corporation under
its seal is duly authorized in accordance with the provisions of these by-laws;
(d) keep or cause to be kept a register of the post office address of each
stockholder which shall be furnished by such stockholder; (e) sign with the
Chief Executive Officer, the President or an Executive Vice President or Vice
President, certificates for shares of the corporation, the issue of which shall
have been authorized by resolution of the Board of Directors; (f) have general
charge of the stock transfer books of the corporation; and (g) in general,
perform all duties normally incident to the office of Secretary and such other
duties as from time to time may be assigned to him or her by the Chief Executive
Officer, the President, the Board of Directors or the Executive Committee.

         SECTION 6.11.    Treasurer.  The Treasurer shall: (a) have charge and
custody of and be responsible for all funds and securities of the corporation,
receive and give receipts for moneys due and payable to the corporation from
any source whatsoever, and deposit all such moneys in the name of the
corporation in banks, trust companies or other depositories, or invest such
moneys in the name of the corporation in money market mutual funds; (b) prepare,
or cause to be prepared, for submission at each regular meeting of the Board of
Directors, at each annual meeting of the stockholders, and at such other times
as may be required by the Board of Directors, the Chief Executive Officer, the
President or the Executive Committee, a statement of financial condition of the
corporation in such detail as may be required; and (c) in general, perform all
the duties incident to the office of Treasurer





                                       10
<PAGE>   14
and such other duties as from time to time may be assigned to him by the Chief
Executive Officer, the President, the Board of Directors or the Executive
Committee.  If required by the Board of Directors, the Treasurer shall give the
corporation a bond for the faithful discharge of his duties in such sum and
with such surety or sureties as the Board of Directors shall determine.

         SECTION 6.12.    Assistant Secretaries and Assistant Treasurers.  The
Assistant Secretaries and Assistant Treasurers shall, in general, perform such
duties as shall be assigned to them by the Secretary or the Treasurer,
respectively, or by the Chief Executive Officer, the President, the Board of
Directors or the Executive Committee.  The Assistant Secretaries and Assistant
Treasurers shall, in the absence of the Secretary or Treasurer, respectively,
perform all functions and duties which such absent officers may delegate, but
such delegation shall not relieve the absent officer from the responsibilities
and liabilities of his office.  The Assistant Secretaries may sign, with the
Chief Executive Officer, the President, or an Executive Vice President or a
Vice President, certificates for shares of the corporation, the issue of which
shall have been authorized by a resolution of the Board of Directors.  The
Assistant Treasurers shall respectively, if required by the Board of Directors,
give bonds for the faithful discharge of their duties in such sums and with
such sureties as the Board of Directors shall determine.

         SECTION 6.13.    Assistant Vice Presidents.  The Assistant Vice 
Presidents shall, in general, perform such duties as shall be assigned to them 
by the President, any Vice President, the Board of Directors or the Executive
Committee.  The Assistant Vice Presidents shall, in the absence of a Vice
President, perform all functions and duties which such absent officer may
delegate, but such delegation shall not relieve the absent officer from the
responsibilities and liabilities of his office.


                                  ARTICLE VII

                             CERTIFICATES OF STOCK

         SECTION 7.1.     Issuance. The shares of the corporation shall be
represented by a certificate, provided that the Board of Directors may provide,
by resolution or resolutions, that some or all of any or all classes or series
of its stock shall be uncertificated shares.  Certificates shall be signed by,
or in the name of the corporation by, the Chief Executive Officer, the
President, an Executive Vice President or a Vice-President, and by the
Secretary or an Assistant Secretary.  Any of or all the signatures on a
certificate may be facsimile.  In the case of 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 he were such officer, transfer agent or registrar at the





                                       11
<PAGE>   15
date of issue.  Within a reasonable time after the issuance or transfer of
uncertificated stock, the corporation shall send to the registered owner
thereof a written notice containing the information required to be set forth or
stated on certificates pursuant to Sections 151, 156, 202(a) or 218(a) of the
Delaware General Corporation Law or a statement that the corporation will
furnish without charge to each stockholder who so requests the powers,
designations, preferences and relative participating, optional or other special
rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights.

         SECTION 7.2.     Lost Certificates.  The Board of Directors may direct
a new certificate or certificates or uncertificated shares to be issued in
place of any certificate or certificates theretofore issued by the corporation
alleged to have been lost, stolen or destroyed, upon the making of an affidavit
of that fact by the person claiming the certificate of stock to be lost,
stolen or destroyed.  When authorizing such issue of a new certificate or
certificates or uncertificated shares, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as it shall require
or to give the corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the corporation with respect to the
certificate or certificates alleged to have been lost, stolen or destroyed, or
both.

         SECTION 7.3.     Transfers.  Upon surrender to the corporation or the
transfer agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.  Upon receipt of proper transfer instructions from
the registered owner of uncertificated shares, such uncertificated shares shall
be cancelled and issuance of new equivalent uncertificated shares or
certificated shares shall be made to the person entitled thereto and the
transaction shall be recorded upon the books of the corporation.  Transfers of
shares shall be made only on the books of the corporation by the registered
holder thereof, or by his attorney thereto authorized by power of attorney and
filed with the Secretary of the corporation or the transfer agent, if any.

         SECTION 7.4.     Registered Stockholders. The corporation shall be
entitled to treat the holder of record of any share or shares of stock as the
holder in fact thereof and, accordingly, shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part of
any other person, whether or not it shall have express or other notice thereof,
except as otherwise provided by the laws of the State of Delaware.





                                       12
<PAGE>   16
                                  ARTICLE VII

                                   DIVIDENDS

         SECTION 8.1.     Declaration.  Dividends upon the capital stock of the
corporation, subject to the provisions of the Certificate of Incorporation, if
any, may be declared by the Board of Directors at any regular or special
meeting, pursuant to law.  Dividends may be paid in cash, in property or in
shares of capital stock, subject to the provisions of the Certificate of
Incorporation.

         SECTION 8.2.     Reserve.  Before payment of any dividend, there may
be set aside out of any funds of the corporation available for dividends such
sum or sums as the Board of Directors from time to time, in their absolute
discretion, think proper as a reserve or reserves to meet contingencies, or for
equalizing dividends, or for repairing or maintaining any property of the
corporation, or for such other purpose as the Board of Directors shall think 
conducive to the interest of the corporation, and the Directors may modify or
abolish any such reserve in the manner in which it was created.


                                   ARTICLE IX

                                INDEMNIFICATION

         SECTION 9.1.     Third Party Actions.  The corporation shall indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of his service as a member of the
Indemnified Class.  For purposes of this Article IX, the Indemnified Class shall
include any person who is or was a director, officer, employee or agent of the
corporation, or who is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, including service with respect to employee
benefit plans. The corporation shall indemnify any member of the Indemnified
Class against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in connection with
such action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, if such
person had no reasonable cause to believe his conduct was unlawful.  The
termination of any action, suit, or proceeding by judgment, order, settlement or
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best





                                       13
<PAGE>   17
interests of the corporation, and with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

         SECTION 9.2.     Actions by or in the Right of the Corporation.  The
corporation shall indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or
in the right of the corporation to procure a judgment in its favor by reason of
the fact that he is or was a member of the Indemnified Class, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation and except that no indemnification shall
be made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation unless and only to the
extent that the Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court
of Chancery or such other court shall deem proper.

         SECTION 9.3.     Determination of Conduct.  The determination that a
director, officer, employee or agent has or has not met the applicable standard
of conduct set forth in Sections 9.1 and 9.2 (unless is ordered by a court)
shall be made (1) by the Board of Directors by a majority vote of directors
who were not parties to such action, suit or proceeding, even though less than
a quorum, or (2) if there are no such directors, or if such directors so
direct, by independent legal counsel in a written opinion, or (3) by the
stockholders. 


         SECTION 9.4.     Payment of Expenses in Advance.  Expenses incurred 
in defending a civil, criminal, administrative or investigative action, suit or
proceeding shall be paid by the corporation in advance of the final disposition
of such action, suit or proceeding upon receipt of an undertaking by or on
behalf of the director, officer, employee or agent to repay such amount if it
shall ultimately be determined that he is not entitled to be indemnified by the
corporation as authorized in this Article IX.

         SECTION 9.5.     Indemnity Not Exclusive.  The indemnification and
advancement of expenses provided hereunder or granted pursuant to the other
subsections of this Article shall not be deemed exclusive of any other rights
to which those seeking indemnification or advancement of expenses may be
entitled under any other by-law, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office, and
shall, unless otherwise provided when authorized or ratified, continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such person.





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<PAGE>   18
         SECTION 9.6.     Insurance.  The corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, including service to
employee benefit plans, against any liability asserted against him and incurred
by him in any such capacity, or arising out of his status as such, whether or
not the corporation would have the power to indemnify him against such
liability under the provisions of this Article IX of these by-laws.

         SECTION 9.7.     Constituent Corporation.  For the purpose of this
Article IX, references to "the corporation" include all constituent
corporations absorbed in a consolidation or merger as well as the resulting or
surviving corporation so that any person who is or was a director, officer,
employee or agent of such a constituent corporation or is or was serving at the
request of such constituent corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, including service to employee benefit plans, shall stand in the
same position under the provisions of this Article IX with respect to the
resulting or surviving corporation as he would if he had served the resulting
or surviving corporation in the same capacity.


                                   ARTICLE X

                                 MISCELLANEOUS

         SECTION 10.1.    Seal.  The corporate seal shall have inscribed
thereon the name of the corporation, and the words "Corporate Seal, Delaware."
The seal may be used by causing it or a facsimile thereof to be impressed or
affixed or otherwise reproduced.

         SECTION 10.2.    Books.  The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at the offices of the corporation at Houston, Texas, or at such other
place or places as may be designated from time to time by the Board of
Directors.

         SECTION 10.3.    Fiscal Year.  The fiscal year of the corporation
shall commence on January 1 and end on December 31 of each year.





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<PAGE>   19
                                   ARTICLE XI

                                   AMENDMENT

         SECTION 11.      These by-laws may be altered, amended or repealed at
any regular or special meeting of the Board of Directors without prior notice.





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