<PAGE>
 
                                                                     EXHIBIT 3.2

                                RESTATED BYLAWS
                       (Amended as of November 11, 1998)
                                       of
                           CELESTIAL SEASONINGS, INC.
                     (hereinafter called the "Corporation")

                                   ARTICLE I
                               Offices and Agent
                               -----------------

          1.  Principal Office.    The principal office of the Corporation may
              ----------------                                                
be located within or without the State of Delaware, as designated by the board
of directors.  The Corporation may have other offices and places of business at
such places within or without the State of Delaware as shall be determined by
the directors.

          2.  Registered Office and Agent.    The Corporation shall have and
              ---------------------------                                   
maintain at all times (a) a registered office in the State of Delaware, which
office shall be located at 1209 Orange Street, Wilmington, Delaware 19801, and
(b) a registered agent located at such address whose name is The Corporation
Trust Company, until changed from time to time as provided by the General
Corporation Law of the State of Delaware ("Delaware Corporation Law").

                                   ARTICLE II
                            Meetings of Stockholders
                            ------------------------

          1.  Place of Meetings.    All meetings of stockholders of the
              -----------------                                        
Corporation shall be held within or without the State of Delaware as may be
designated by the board of directors or the president, or, if not designated, at
the registered office of the Corporation.

          2.  Annual Meetings.    The annual meeting of stockholders for the
              ---------------                                               
election of directors and for the transaction of such other business as may
properly be brought before the meeting shall be held on such date and at such
time as determined by resolution of the Board of directors.  If, at the place of
the meeting, this date shall fall upon a legal holiday, then such meeting shall
be held on the next succeeding business day at the same hour.  If no annual
meeting is held in accordance with the foregoing provisions, the board of
directors shall cause the meeting to be held as soon thereafter as convenient.
If no annual meeting is held in accordance with the foregoing provisions, a
special meeting 
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may be held in lieu of the annual meeting, and any action taken at that special
meeting shall have the same effect as if it had been taken at the annual
meeting, and in such case all references in these Bylaws to the annual meeting
of stockholders shall be deemed to refer to such special meeting.

          3.  Special Meetings.    Unless otherwise prescribed by law or by the
              ----------------                                                 
Certificate of Incorporation, special meetings of stockholders, for any purpose
or purposes, may be called only by either the Chairman, if there be one, or the
President, and shall be called by the Secretary or any Assistant Secretary, if
there be one, at the request in writing of a majority of the Board of Directors.
Such request shall state the purpose or purposes of the proposed meeting. Upon
receipt of such written request, the president shall fix a date and time for
such meeting which such date shall be within ten business days of the proposed
date specified in the written request.

          4.  Notice of Meeting.    Except as otherwise provided in these Bylaws
              -----------------                                                 
or Delaware Corporation Law, written notice of any meeting of stockholders
stating the place, date and hour of the meeting and, in the case of a special
meeting, the purpose for which the meeting is called, shall be delivered either
personally or by mail to each stockholder of record entitled to vote at such
meeting not less than ten nor more than sixty days before the date of the
meeting.  If mailed, such notice shall be deemed to be delivered as to any
stockholder of record when deposited in the United States mail addressed to the
stockholder at his address as it appears on the stock transfer books of the
Corporation, with postage prepaid.  When a meeting is adjourned to another time
or place, notice need not be given of the adjourned meeting if the time and
place thereof are announced at the meeting at which the adjournment is taken. At
the adjourned meeting the Corporation may transact any business which might have
been transacted at the original meeting. If the adjournment is for more than
thirty 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.

          5.  Waiver of Notice.    Any stockholder, either before or after any
              ----------------                                                
stockholders' meeting, may waive in writing notice of the meeting, and his
waiver shall be deemed the equivalent of giving notice.  Attendance at a meeting
by a stockholder shall constitute a waiver of notice, except when the
stockholder attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened.

          6.  Fixing of Record Date.    For the purpose of determining the
              ---------------------                                       
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the board of directors of the Corporation may fix, in
advance, a record date which shall be not more than sixty (60) days nor less
than 

                                       2
<PAGE>
 
ten (10) days prior to the date of such meeting, nor more than sixty (60) days
prior to any other action. If no record date is fixed, the record date for
determining the stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held. The record date for
determining the stockholders entitled to express consent to corporate action in
writing without a meeting, when no prior action by the board of directors is
necessary, shall be the day on which the first written consent is expressed. The
record date for determining stockholders for any other purpose shall be at the
close of business on the day on which the board of directors adopts the
resolution relating thereto. A determination of stockholders of record entitled
to notice of or vote at a meeting of stockholders shall apply to any adjournment
of the meeting, provided, however, that the board of directors may fix a new
record date for the adjourned meeting.

     7.  Notice of Business.    At any meeting of the stockholders of the
         ------------------                                              
Corporation, only such proper business shall be conducted as shall have been
brought before the meeting (i) by or at the direction of the Board of Directors
or (ii) 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 7, who shall be
entitled to vote at such meeting and who complies with the notice procedures set
forth in this Section 7.  For business to be brought before a meeting of
stockholders by a stockholder, the stockholder shall have given timely notice
thereof in writing to the Secretary of the Corporation.  To be timely, a
stockholder's notice shall be delivered to or mailed and received at the
principal executive office of the Corporation (i) in the case of the annual
meeting of the Corporation's stockholders (other than an annual meeting in which
the date of the meeting has been changed by more than 30 days from the prior
year), not less than 45 nor more than 70 days before the date on which the
Corporation first mailed its proxy materials for the prior year's annual meeting
of stockholders, or (ii) in the case of any other meeting of the Corporation's
stockholders, not less than 50 nor more than 75 days prior to the meeting;
                                                                          
provided, however, that in the event that less than 60 days' notice or prior
--------  -------                                                           
public disclosure of the date of such other meeting is given or made to
stockholders, notice by the stockholder to be timely must be so received not
later than the close of business on the tenth day following the day on which
such notice of the date of such other meeting was mailed or such public
disclosure was made, whichever first occurs.  Such stockholder's notice to the
Secretary of the Corporation shall set forth as to each matter the stockholder
proposes to bring before the meeting (i) a brief description of the business
desired to be brought before the meeting, the reasons for conducting such
business at the meeting and, in the event that such business includes a proposal
to amend any document, including these Bylaws, the language of the proposed
amendment, (ii) the name and address, as they appear on the Corporation's books,
of the stockholder proposing such business, (iii) the class and number of shares
of capital stock of the Corporation which are beneficially owned by such

                                       3
<PAGE>
 
stockholder and (iv) any material interest of such shareholder in such business.
Notwithstanding anything in these Bylaws to the contrary, no business shall be
conducted at a meeting of the stockholders except in accordance with the
procedures set forth in this Section 7.  The chairman of the meeting of
stockholders shall, if the facts warrant, determine and declare to the meeting
that business was not properly brought before the meting and in accordance with
the provisions of these Bylaws, and if he or she should so determine, the
chairman 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 7, a stockholder shall also comply with all
applicable requirements of the Securities and Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder with respect to matters set
forth in this Section 7.

          8.  Quorum.    Except as otherwise provided by law or by the
              ------                                                  
Certificate of Incorporation, the holders of a majority of the capital 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.  If, however, such quorum shall
not be present or represented at any meeting of the stockholders, the
stockholders entitled to vote thereat, present in person or represented by
proxy, 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. 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 noticed.  If the adjournment is for more than thirty
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
entitled to vote at the meeting.

          9.  Voting.     Unless otherwise required by law, the Certificate of
              ------                                                          
Incorporation or these Bylaws, any question brought before any meeting of
stockholders shall be decided by the vote of the holders of a majority of the
stock represented and entitled to vote thereat.  Each stockholder shall have one
vote for each share of stock entitled to vote held of record by such stockholder
and a proportionate vote for each fractional share so held, unless otherwise
provided in the Certificate of Incorporation.  The Board of Directors, in its
discretion, or the officer of the Corporation presiding at a meeting of
stockholders, in his discretion, may require that any votes cast at such meeting
shall be cast by written ballot.

          Persons holding stock in a fiduciary capacity shall be entitled to
vote the shares so held.  Persons whose stock is pledged shall be entitled to
vote, unless in the transfer by the pledgor on the books of the Corporation he
has expressly empowered the pledgee to vote thereon, in which case only the
pledgee, or his proxy, may represent such stock and vote thereon.

                                       4
<PAGE>
 
          If shares having voting power stand of record in the names of two or
more persons, whether fiduciaries, members of a partnership, joint tenants,
tenants in common, tenants by the entirety, or otherwise, or if two or more
persons have the same fiduciary relationship respecting the same shares, unless
the secretary of the Corporation is given written notice to the contrary and is
furnished with a copy of the instrument or order appointing them or creating the
relationship wherein it is so provided,  their acts with respect to voting shall
have the following effect: (i) if only one votes, his act binds all; (ii) if
more than one vote, the act of the majority so voting binds all; and (iii) if
more than one vote, but the vote is evenly split on any particular matter, each
fraction may vote the securities in question proportionately, or any person
voting the shares or a beneficiary, if any, may apply to the Court of Chancery
or any court of competent jurisdiction in the State of Delaware to appoint an
additional person to act with the persons so voting the shares. The shares shall
then be voted as determined by a majority of such persons and the person
appointed by the Court.  If a tenancy is held in unequal interests, a majority
or even-split for the purpose of this subsection shall be a majority or even-
split in interest.

          10.  Proxies.    A stockholder entitled to vote at a meeting of
               -------                                                     
stockholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act for him by
proxy. No proxy shall be voted or acted upon after three (3) years from its
date, unless the proxy provides for a longer period.

          11.  Consent of Stockholders in Lieu of Meeting.    No action required
               ------------------------------------------                       
or permitted to be taken at any annual or special meeting of stockholders of the
Corporation may be taken without a meeting, and stockholders of the Corporation
may not take action by written consent.

          12.  List of Stockholders Entitled to Vote.    The officer of the
               -------------------------------------                       
Corporation 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 of the Corporation who is
present.

          13.  Stock Ledger.    The stock ledger of the Corporation shall be the
               ------------                                                  
only evidence as to who are the stockholders entitled to examine the stock
ledger, the list required by Section 12 of this Article II or the books of the
Corporation, or to vote in person or by proxy at any meeting of stockholders.

                                       5
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                                  ARTICLE III
                                   Directors
                                   ---------

          1.  Duties and Powers.    The business of the Corporation shall be
              -----------------                                             
managed by or under the direction of the 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 Bylaws
directed or required to be exercised or done by the stockholders.

          2.  Number of Directors.      Except for the directors, if any,
              -------------------                                        
elected under specified circumstances pursuant to Part III of Article Four of
the Certificate of Incorporation of the Corporation hereof by the holders of any
class or series of Preferred Stock, the exact number of directors of the
Corporation shall be determined from time to time by resolution of the Board of
Directors.  No decrease in the number of directors shall have the effect of
shortening the term of any incumbent director.

          3.  Election of Directors.    Except as provided in Section 3 of this
              ---------------------                                            
Article and subject to the right to elect additional directors under specified
circumstances which may be granted, pursuant to the provisions of Section III of
Article Four of the Certificate of Incorporation of the Corporation, to the
holders of any class or series of Preferred Stock, directors shall be elected by
a plurality of the votes cast at annual meetings of stockholders, and each
director so elected shall hold office until his successor is duly elected and
qualified, or until his earlier resignation or removal.  Directors need not be
stockholders.  Only persons who are nominated in accordance with the following
procedures shall be eligible for election by the stockholders as directors of
the Corporation.  Nominations of persons for election as directors of the
Corporation may be made at a meeting of stockholders (a) by or at the direction
of the Board of Directors, (b) by any nominating committee or persons appointed
by the Board of Directors or (c) by any shareholders of the Corporation entitled
to vote for the election of directors at the meeting who complies with the
notice procedures set forth in this Section 3.  Such nominations, other than
those made by or at the direction of the Board of Directors or any nominating
committee or persons appointed by the Board of Directors, shall be made pursuant
to timely notice in writing to the Secretary of the Corporation.  To be timely,
a stockholder's notice shall be delivered to or mailed and received at the
principal executive office of the Corporation (i) in the case of the annual
meeting of the Corporation's stockholders (other than an annual meeting in which
the date of the meeting has been changed by more than 30 days from the prior
year), not less than 45 nor more than 70 days before the date on which the
Corporation first mailed its proxy materials for the prior year's annual meeting
of stockholders, or (ii) in the case of any other meeting of the Corporation's
stockholders, not less than 50 nor more than 75 days prior to the meeting;
provided, however, that in the event that less than 60 days' notice or prior
--------  -------                                                           
public disclosure of the date of such other meeting is given or made to
stockholders, 

                                       6
<PAGE>
 
notice by the stockholder to be timely must be so received not later than the
close of business on the tenth day following the day on which such notice of the
date of such other meeting was mailed or such public disclosure was made,
whichever first occurs. Such stockholder's notice to the Secretary of the
Corporation shall set forth (a) as to each person whom the stockholder proposes
to nominate for election or reelection as a director, (i) the name, age,
business address and residence address of the person, (ii) the principal
occupation or employment of the person, (iii) the class and number of shares of
capital stock of the corporation which are beneficially owned by the person and
(iv) any other information relating to the person that is required to be
disclosed in solicitations for proxies for election of directors pursuant to
Rule 14a under the Securities Exchange Act of 1934, as now or hereafter amended;
and (b) as to the stockholder giving the notice (i) the name and record address
of such stockholder and (ii) the class and number of shares of capital stock of
the Corporation which are beneficially owned by such stockholder. The
Corporation may require any proposed nominee to furnish such other information
as may reasonably be required by the Corporation to determine the eligibility of
such proposed nominee to serve as a director of the Corporation. No person shall
be eligible for election by the stockholders as a director of the Corporation
unless nominated in accordance with the procedures set forth herein. The
chairman of the meeting of the stockholders shall, if the facts warrant,
determine and declare to the meeting that nomination was not made in accordance
with the foregoing procedure, and if he or she should so determine, the chairman
shall so declare to the meeting and the defective nomination shall be
disregarded.

          4.  Vacancies and Additional Directorships.    Except as otherwise
              --------------------------------------                        
provided pursuant to Section III of Article Four of the Certificate of
Incorporation of the Corporation in connection with rights to elect additional
directors under specified circumstances which may be granted to the holders of
any class or series of Preferred Stock vacancies and newly created directorships
resulting from any increase in the authorized number of directors shall be
filled solely by a majority of the directors then in office, though less than a
quorum, or by a sole remaining director, and the directors so chosen shall hold
office until their successors are duly elected and qualified, or until their
earlier resignation or removal.

          5.  Resignation.    Any director may resign by delivering his written
              -----------                                                      
resignation to the Corporation at its principal office addressed to the
president or secretary. 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.

          6.  Removal.    Except as may otherwise provided pursuant to Part III
              -------                                                          
of Article Four of the Certificate of Incorporation of the Corporation in
connection with rights to elect additional directors under specified
circumstances which may be granted to the holders of any class or series of
Preferred Stock, any director or the entire Board of Directors may be removed
only for cause, and vacancies and newly created directorships resulting from any
increase in the authorized number of 

                                       7
<PAGE>
 
directors may be filled by a majority of the directors then in office, though
less than a quorum, or by a sole remaining director, and the directors so chosen
shall hold office until the next election of the class for which such directors
have been chosen, and until their successors are duly elected and qualified, or
until their earlier resignation or removal.

          7.  Interested Directors.    No contract or transaction between the
              --------------------                                           
Corporation and one or more of its directors or officers, or between the
Corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because his or their votes are
counted for such purpose if (i) the material facts as to his or their
relationship or interest and as to the contract or transaction are disclosed or
are known to the Board of Directors or the committee, and the Board of Directors
or committee in good faith authorizes the contract or transaction by the
affirmative votes of a majority of the disinterested directors, even though the
disinterested directors be less than a quorum; or (ii) the material facts as to
his or their relationship or interest and as to the contract or transaction are
disclosed or are known to the stockholders entitled to vote thereon, and the
contract or transaction is specifically approved in good faith by vote of the
stockholders; or (iii) the contract or transaction is fair as to the Corporation
as of the time it is authorized, approved or ratified, by the Board of
Directors, a committee thereof or the stockholders. Common or interested
directors may be counted in determining the presence of a quorum at a meeting of
the Board of Directors or of a committee which authorizes the contract or
transaction.

          8.  Committees.    The board of directors may, by a resolution passed
              ----------                                                       
by a majority of the whole board of directors, designate one or more committees,
each committee to consist of one or more of the directors of the Corporation.
The board may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee.  In the absence or disqualification of a member of a committee,
the member or members of the committee 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 the absent or disqualified member.  Any such committee,
to the extent provided in the resolution of the board of directors and subject
to the provisions of Delaware Corporation Law, shall have and may exercise all
the powers and authority of the board of directors in the management of the
business and affairs of the Corporation, and may authorize the seal of the
Corporation to be affixed to all such papers which may require it.  Each such
committee shall keep minutes and make such reports as the board of directors may
from time to time request.  Except as the board of directors may otherwise
determine, any committee may make rules for the conduct of its business, but,
unless otherwise provided 

                                       8
<PAGE>
 
by the directors or in such rules, its business shall be conducted as nearly as
possible in the same manner as is provided in these Bylaws for the board of
directors.

          9.  Compensation.    The directors may be paid their expenses, if any,
              ------------                                                      
of attendance at each meeting of the Board of Directors and may be paid a fixed
sum for attendance at each meeting of the Board of Directors or a stated salary
as director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                                   ARTICLE IV
                             Meetings of the Board
                             ---------------------

          1.  Place of Meetings.    The regular or special meetings of the board
              -----------------                                                 
of directors or any committee designated by the board shall be held at the
principal office of the Corporation or at any other place within or without the
State of Delaware that a majority of the board of directors or any such
committee, as the case may be, may designate from time to time by resolution.

          2.  Regular Meetings.    The board of directors shall meet each year
              ----------------                                                
immediately after and at the same place as the annual meeting of the
stockholders for the purpose of electing officers and transacting such other
business as may come before the meeting. The board of directors or any committee
designated by the board may provide, by resolution, for the holding of
additional regular meetings within or without the State of Delaware without
notice of the time and place of such meeting other than such resolution;
provided that any director who is absent when such resolution is made shall be
given notice of said resolution.

          3.  Special Meetings     Special meetings of the board of directors or
              ----------------                                                  
any committee designated by the board may be held at any time and place, within
or without the State of Delaware, designated in a call by the chairman of the
board, if any, by the president or by a majority of the members of the board of
directors or any such committee, as the case may be.

          4.  Notice of Special Meetings.    Except as otherwise provided by
              --------------------------                                    
these Bylaws or the laws of the State of Delaware, written notice of each
special meeting of the board of directors or any committee thereof setting forth
the time and place of the meeting shall be given to each director by the
secretary or by the officer or director calling the meeting not less than
twenty-four hours prior to the time fixed for the meeting or, in the case of
notice by mail, not less than forty-eight hours before the date of the meeting.
Notice of special meetings may be either given personally, personally by
telephone, or by sending a copy of the notice through the United States mail or
by telegram, telex or telecopy,  charges prepaid,  to the address of each
director appearing on the books of the Corporation.  If mailed, such notice

                                       9
<PAGE>
 
shall be deemed to be delivered when deposited in the United States mail so
addressed, with postage prepaid thereon.  If notice be given by telegram, such
notice shall be deemed to be delivered when the telegram, telex or telecopy, is
delivered to the telegraph, telex or telecopy operator.  Neither the business to
be transacted at, nor the purpose of, any regular or special meeting of the
board of directors need be specified in the notice or waiver of notice of such
meeting.

          5.  Waiver of Notice.    A director may waive, in writing, notice of
              ----------------                                                
any special meeting of the board of directors or any committee thereof, either
before, at, or after the meeting; and his waiver shall be deemed the equivalent
of giving notice.  By attending or participating in a regular or special
meeting, a director waives any required notice of such meeting unless the
director, at the beginning of the meeting, objects to the holding of the meeting
or the transacting of business at the meeting.

          6.  Quorum and Action at Meeting.    At meetings of the board of
              ----------------------------                                
directors or any committee designated by the board, a majority of the total
number of directors, or a majority of the members of any such committee, as the
case may be, shall constitute a quorum for the transaction of business.  In the
event one or more of the directors shall be disqualified to vote at any meeting,
then the required quorum shall be reduced by one for each such director so
disqualified; provided, however, that in no case shall less than one-third (1/3)
of the number so fixed constitute a quorum.  If a quorum is present,  the act of
the majority of directors in attendance shall be the act of the board of
directors or any committee thereof, as the case may be, unless the act of a
greater number  is  required  by  these  Bylaws,  the  Certificate  of
Incorporation or Delaware Corporation Law.  If a quorum shall not be present at
any meeting of the board of directors, the directors present thereat may adjourn
that meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.

          7.  Presumption of Assent.    A director who is present at a meeting
              ---------------------                                           
of the board of or a committee thereof when action is taken is deemed to have
assented to the action taken unless: (i) he objects at the beginning of such
meeting to the holding of the meeting or the transacting of business at the
meeting; (ii) he contemporaneously requests that his dissent from the action
taken be entered in the minutes of such meeting; or (iii) he gives written
notice of his dissent to the presiding officer of such meeting before its
adjournment or to the secretary of the Corporation immediately after adjournment
of such meeting.  The right of dissent as to a specific action taken at a
meeting of a board or a committee thereof is not available to a director who
votes in favor of such action.

          8.  Actions of Board.    Unless otherwise provided by the Certificate
              ----------------                                                 
of Incorporation or these Bylaws, any action required or permitted to be taken
at any meeting of the Board of Directors or of any committee thereof may be
taken without a meeting, if all the members of the Board 

                                       10
<PAGE>
 
of Directors or committee, as the case may be, consent thereto in writing, and
the writing or writings are filed with the minutes of proceedings of the Board
of Directors or committee.

          9.  Meetings by Means of Conference Telephone.      Unless otherwise
              -----------------------------------------                       
provided by the Certificate of Incorporation or these Bylaws, members of the
Board of Directors of the Corporation, or any committee designated by the Board
of Directors, may participate in a meeting of the Board of Directors or such
committee by means of a conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this Section 11 shall constitute
presence in person at such meeting.

                                   ARTICLE V
                              Officers and Agents
                              -------------------

          1.  Enumeration. Election and Term.    The officers of the Corporation
              ------------------------------                                    
shall consist of a president, a secretary, a treasurer and such other officers
with such other titles as may be deemed necessary or desirable by the board of
directors, including one or more  vice  presidents,  assistant  treasurers  and
assistant secretaries and a chairman of the board (who must be a director). Any
number of offices may be held by the same person, unless otherwise prohibited by
law, and no officer need be a stockholder, director, except in the case of the
Chairman of the Board of Directors, or a resident of the State of Delaware.
Except as otherwise provided by law, the Certificate of Incorporation or these
Bylaws, each officer shall hold office until his successor is elected and
qualified or until his earlier death, resignation or removal. The officers of
the Corporation shall be elected annually by the board of directors at the first
meeting of the board held after each annual meeting of the stockholders.

          2.  General Duties.     All officers and agents of the Corporation, as
              --------------                                                    
between themselves and the Corporation, shall have such authority and shall
perform such duties in the management of the Corporation as may be provided in
these Bylaws or as may be determined by resolution of the board of directors not
inconsistent with these Bylaws.  In all cases where the duties of any officer,
agent or employee are not prescribed by the Bylaws or by the board of directors,
such officer, agent or employee shall follow the orders and instructions of the
president.

          3.  Voting Securities Owned by the Corporation.    Powers of attorney,
              ------------------------------------------                        
proxies, waivers of notice of meeting, consents and other instruments relating
to securities owned by the Corporation may be executed in the name of and on
behalf of the Corporation by the President or any Vice President and any such
officer may, in the name of and on behalf of the Corporation, take all such
action as any such officer may deem advisable to vote in person or by proxy at
any meeting of security holders of any corporation in which the Corporation may
own securities and at any such meeting shall 

                                       11
<PAGE>
 
possess and may exercise any and all rights and power incident to the ownership
of such securities and which, as the owner thereof, the Corporation might have
exercised and possessed if present. The Board of Directors may, by resolution,
from time to time confer like powers upon any other person or persons.

          4.  Vacancies.    The board of directors may fill any vacancy
              ---------                                                
occurring in any office for any reason and may, in its discretion, leave any
vacancy unfilled for such period as it may determine other than a vacancy in the
office of president or secretary.  The officer so selected shall hold office
until his successor is elected and qualified or until his earlier death,
resignation or removal.

          5.  Compensation.    The board of directors from time to time shall
              ------------                                                   
fix the compensation of the officers of the Corporation. The compensation of
other agents and employees of the Corporation may be fixed by the board of
directors, or by any committee designated by the board or by an officer to whom
that function has been delegated by the board.

          6.  Resignation and Removal.    Any officer may resign by delivering
              -----------------------                                         
his written resignation to the Corporation at its principal office addressed to
the president or secretary.  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.  Any officer or agent of the Corporation may be removed,
with or without cause, by a vote of the majority of the members of the board of
directors whenever in its judgment the best interests of the Corporation may be
served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Election or appointment of an officer
or an agent shall not of itself create contract rights.

          7.  Chairman of the Board.    The chairman of the board, if any, shall
              ---------------------                                             
preside as chairman at meetings of the stockholders and the board of directors.
He shall, in addition, have such other duties as the board may prescribe that he
perform.  At the request of the chief executive officer, the chairman of the
board may, in the case of the chief executive officer's absence or inability to
act, temporarily act in his place.  In the case of death of the chief executive
officer or in the case of his absence or inability to act without having
designated the chairman of the board to act temporarily in his place, the
chairman of the board shall perform the duties of the chief executive officer,
unless the board of directors, by resolution, provides otherwise.  If the
chairman of the board shall be unable to act in place of the chief executive
officer, the president may exercise such powers and perform such duties as
provided in Section 8 below.

          8.  Chief Executive Officer.    The chief executive officer shall be
              -----------------------                                         
the Corporation's chief executive officer and have general supervision of the
business of the Corporation.  At each annual meeting of the stockholders, the
chief executive officer shall give a report of the business of the Corporation
for the preceding fiscal year and shall perform whatever other duties the board
of directors may from time to time prescribe.

                                       12
<PAGE>
 
          9.  President.    In the event the position of chief executive officer
              ---------                                                         
shall not be occupied or the chief executive officer shall be absent or
otherwise unable to act, the president shall preside at meetings of the
stockholders and directors and shall discharge the duties of the presiding
officer. The president shall perform whatever other duties the board of
directors may from time to time prescribe.

          10.  Vice Presidents.    Each vice president shall have such powers
               ---------------                                               
and perform such duties as the board of directors may from time to time
prescribe or as the president may from time to time delegate to him. At the
request of the president, in the case of the president's absence or inability to
act, any vice president may temporarily act in his place.  In the case of the
death of the president, or in the case of his absence or inability to act
without having designated a vice president or vice presidents to act
temporarily  in his place,  the board  of  directors,  by resolution, may
designate a vice president or vice presidents to perform the duties of the
president.  If no such designation shall be made  all of the vice presidents may
exercise such powers and perform such duties.

          11.  Secretary.    The secretary shall keep or cause to be kept in
               ---------                                                    
books provided for that purpose, the minutes of the meetings of the
stockholders, executive committee, if any, and any other committees, and of the
board of directors; shall see that all notices are duly given in accordance with
the provisions of these Bylaws and as required by law; shall be custodian of the
records and of the seal of the Corporation and see that the seal is affixed to
all documents,  the execution of which on behalf of the Corporation under its
seal is duly authorized and in accordance with the provisions of these Bylaws;
and, in general, shall perform all duties incident to the office of secretary
and such other duties as may, from time to time, be assigned to him by the board
of directors or by the president.  In the absence of the secretary or his
inability to act, the assistant secretaries, if any, shall act with the same
powers and shall be subject to the same restrictions as are applicable to the
secretary.

          12.  Treasurer.    The treasurer shall have custody of corporate funds
               ---------                                                        
and securities.  He shall keep full and accurate accounts of receipts and
disbursements and shall deposit all corporate monies and other valuable effects
in the name and to the credit of the Corporation in the depository or
depositories of the Corporation, and shall render an account of his transactions
as treasurer and of the financial condition of the Corporation to the president
and/or the board of directors upon request.  Such power given to the treasurer
to deposit and disburse funds shall not, however, preclude any other officer or
employee of the Corporation from also depositing and disbursing funds when
authorized to do so by the board of directors. The treasurer shall, if required
by the board of directors, give the Corporation a bond in such amount and with
such surety or sureties as may be ordered by the board of directors for the
faithful performance of the duties of his office.  The treasurer shall have such
other powers and perform

                                       13
<PAGE>
 
such other duties as may be from time to time prescribed by the board of
directors or the president. In the absence of the treasurer or his inability to
act, the assistant treasurers, if any, shall act with the same authority and
shall be subject to the same restrictions as are applicable to the treasurer.

          13.  Delegation of Duties.    Whenever an officer is absent, or
               --------------------                                      
whenever, for any reason, the board of directors may deem it desirable, the
board may delegate the powers and duties of an officer to any other officer or
officers or to any director or directors.

                                   ARTICLE VI
               Indemnification of Officers. Directors and Others
               -------------------------------------------------

          1.  Indemnification: 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 the fact that he or she 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,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him or her in connection with
such action, suit or proceeding if he or she acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best interest of
the Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.  The termination of
any action, suit or proceeding by judgment, order, settlement, 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
or she reasonably believed to be in or not opposed to the best interest of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his or her conduct was unlawful.

          2.  Indemnification: Derivative 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 or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that he or
she 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, against expenses  (including attorneys'  fees)  actually and
reasonably incurred by him or her in connection with the defense or settlement
of such action or suit if he or she acted in good faith and in a manner he or
she 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

                                       14
<PAGE>
 
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 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 shall deem proper.

          3.  Mandatory Indemnification.    To the extent that a director or
              --------------------------                                    
officer, employee or agent of the Corporation has been successful on the merits
or otherwise in defense of any action, suit or proceeding referred to in
Sections 1 and 2 of this Article VI or in defense of any claim, issue or matter
therein, he or she shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him or her in connection therewith.

          4.  Authorization for Indemnification.     Any indemnification under
              ---------------------------------                               
Sections 1 and 2 of this Article VI (unless ordered by a court) shall be made by
the Corporation only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or agent is proper in
the circumstances because he or she has met the applicable standard of conduct
set forth in Sections 1 and 2 of this Article VI.  Such determination shall be
made (1) by the board of directors by a majority vote of a quorum consisting of
directors who were not parties to such action,  suit or proceeding, or (2) if
such a quorum is not obtainable, or, even if obtainable a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or (3) by the stockholders.

          5.  Advance Payment of Expenses.    Expenses incurred in defending a
              ---------------------------                                     
civil or criminal action, suit or proceeding may 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 or officer to repay such
amount if it shall ultimately be determined that he or she is not entitled to be
indemnified by the corporation as authorized in this Article VI. Such expenses
incurred by other employees and agents may be so paid upon such terms and
conditions, if any, as the board of directors deems appropriate.

          6.  Non-exclusivity.    The indemnification and advancement of
              ---------------                                           
expenses provided by, or granted pursuant to, the other subsections of this
Article VI shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in his or her official capacity and as to action in another
capacity while holding such office, and shall continue, unless otherwise
provided when authorized or ratified, 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 a person.

                                       15
<PAGE>
 
          7.  Insurance.    The corporation shall have power to 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 against any liability
asserted against him or her and incurred by him or her in any such capacity, or
arising out of his or her status as such, whether or not the corporation would
have the power to indemnify him or her against such liability under the
provisions of this Article VI.

          8.  Definitions.    For purposes of this Article VI, the following
              -----------                                                   
terms shall have the following meanings:

              (a) references to "the Corporation" shall include, in addition to
the resulting corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or merger which, if
its separate existence had continued, would have had power and authority to
indemnify its directors, officers, employees or agents so that any person who is
or was a director, officer, employee or agent of such 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 shall stand in the same position under the
provisions of this Article VI with respect to the resulting or surviving
corporation as he or she would have with respect to such constituent corporation
if its separate existence had continued;

              (b) references to "other enterprises" shall include employee
benefit plans;

              (c) references to "fines" shall include any excise taxes assessed
on a person with respect to an employee benefit plan;
          
              (d) references to "serving at the request of the Corporation"
shall include any service as a director, officer, employee or agent of the
Corporation which imposes duties on, or involves services by, such director,
officer, employee, or agent with respect to an employee benefit plan, its
participants, or beneficiaries; and

              (e) a person who acted in good faith and in a manner he reasonably
believed to be in the interest of the participants and beneficiaries of an
employee benefit plan shall be deemed to have acted in a manner "not opposed to
the interests of the Corporation" as referred to in this Article VI.

                                  ARTICLE VII
                                 Capital Stock
                                 -------------

          1.  Certificates of Stock.    The shares of the Corporation shall be
              ---------------------                                           
represented by certificates, provided that the board of directors of the
Corporation may, by resolution, provide that some 

                                       16
<PAGE>
 
or all of any or all classes or series of its stock shall be uncertificated
shares. Any such resolution shall not apply to shares represented by a
certificate until such certificate is surrendered to the Corporation.
Notwithstanding the adoption of such a resolution by the board of directors,
every holder of stock represented by certificates and upon request every holder
of uncertificated shares shall be entitled to have a certificate signed by, or
in the name of the Corporation by the chairman or vice chairman of the board of
directors, or the president or vice president, and by the treasurer or an
assistant treasurer, or the secretary or an assistant secretary of the
Corporation representing the number of shares registered in certificate form.
Any or all the signatures on the certificate may be a facsimile. In case any
officer, transfer agent, or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent or registrar before such certificate is issued, it may
be issued by the Corporation with the same effect as if he were such officer,
transfer agent or registrar at the date of issue.

          2.  Issuance of Stock.    Unless otherwise voted by the stockholders
              -----------------                                               
and subject to the provisions of the Certificate of Incorporation, the whole or
any part of any unissued balance of the authorized capital stock of the
Corporation or the whole or any part of any unissued balance of the authorized
capital stock of the Corporation held in its treasury may be issued, sold,
transferred or otherwise disposed of by resolution of the board of directors in
such manner, for such consideration and on such terms as the board of directors
may determine.  Consideration for such shares of capital stock shall be
expressed in dollars, and shall not be less than the par value or stated value
therefor, as the case may be. The par value for shares,  if any,  shall be
stated in the Certificate of Incorporation, and the stated value for shares, if
any, shall be fixed from time to time by the board of directors.

          3.  Lost Certificates.    The board of directors may direct a new
              -----------------                                            
certificate to be issued in place of any previously issued certificate alleged
to have been destroyed or lost if the owner makes an affidavit or affirmation of
that fact and produces such evidence of loss or destruction as the board may
require. The board, in its discretion, may as a condition precedent to the
issuance of a new certificate require the owner to give the Corporation a bond
as indemnity against any claim that may be made against the Corporation relating
to the allegedly destroyed or lost certificate.

          4.  Transfer of Shares.    Subject to applicable law, shares of stock
              ------------------                                               
of the Corporation may be transferred on its books upon the surrender to the
Corporation or its transfer agent of the certificates representing such shares,
if any, duly endorsed or accompanied by a written assignment or power of
attorney duly executed and with such proof of authority or authenticity of
signature as the Corporation or its transfer agent may reasonably require.  In
that event, the surrendered certificates shall be cancelled, new certificates
issued to the persons entitled to them, if any,  and the transaction recorded on
the books of the Corporation.

                                       17
<PAGE>
 
          5.  Registered Stockholders.    The Corporation shall be entitled to
              -----------------------                                         
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of the 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.

          6.  Stock Ledger.    An appropriate stock journal and ledger shall be
              ------------                                                     
kept by the secretary or such registrars or transfer agents as the directors by
resolution may appoint in which all transactions in the shares of stock of the
Corporation shall be recorded.

          7.  Restriction on Transfer of Shares.    Notice of any restriction on
              ---------------------------------                                 
the transfer of the stock of the Corporation shall be placed on each certificate
of stock issued or in the case of uncertificated shares  contained  in the
notice  sent to the registered owner of such shares in accordance with the
provisions of the Delaware Corporation Law.

                                  ARTICLE VIII
                                 Disbursements
                                 -------------

          All checks or demands for money and notes of the Corporation shall be
signed by such officer or officers or such other person or persons as the Board
of Directors may from time to time designate.

                                   ARTICLE IX
                                  Fiscal Year
                                  -----------

          The fiscal year of the Corporation shall be determined by the board of
directors and set forth in the minutes of the directors.  Said fiscal year may
be changed from time to time by the board of directors in its discretion.

                                   ARTICLE X
                                   Dividends
                                   ---------

          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 the capital stock,

                                       18
<PAGE>
 
subject to the provisions of the Certificate of Incorporation.  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 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 directors shall
think in the best interest of the Corporation, and the directors may modify or
abolish any such reserve in the manner in which it was created.

                                  ARTICLE XI
                                  Amendments
                                  ----------

          Subject to repeal or change by action of the stockholders, the board
of directors may amend, supplement or repeal these Bylaws or adopt new Bylaws,
and all such changes shall affect and be binding upon the holders of all shares
heretofore as well as hereafter authorized, subscribed for or offered.

                                  ARTICLE XII
                                 Miscellaneous
                                 -------------

          1.  Gender.    Whenever required by the context, the singular shall
              ------                                                         
include the plural, the plural the singular, and one gender shall include all
genders.

          2.  Invalid Provision.    The invalidity or unenforceability of any
              -----------------                                              
particular provision of these Bylaws shall not affect the other provisions
herein, and these Bylaws shall be construed in all respects as if such invalid
or unenforceable provision was omitted.

          3.  Governing Law.    These Bylaws shall be governed by and construed
              -------------                                                    
in accordance with the laws of the State of Delaware.

                                       19