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                                                                     EXHIBIT 3.1

                   NUMBER NINE VISUAL TECHNOLOGY CORPORATION

                          RESTATED BY-LAWS, AS AMENDED
                                        

                           ARTICLE I - - STOCKHOLDERS
                           ---------     ------------

     Section 1.  Annual Meeting. An annual meeting of the stockholders. for the
     ---------   --------------                                                
election of directors to succeed those whose terms expire and for the
transaction of such other business as may properly come before the meeting,
shall be held at such place, on such date, and at such time as the Board of
Directors shall each year fix.

     Section 2.  Special Meetings.  Special meetings of the stockholders, for
     ---------   ----------------                                            
any purpose or purposes prescribed in the notice of the meeting, may be called
by the Chairman of the Board, if any, the Chief Executive Officer, if any, the
President or the Board of Directors, by the affirmative vote of a majority of
the Whole Board, provided, however, that a special meeting for the purpose of
election of directors may only be called by the Board of Directors. Special
meetings of the stockholders shall be held at such place, on such date, and at
such time as shall be fixed by the Board of Directors or the person calling the
meeting. The term "Whole Board" shall mean the total number of authorized
directors, whether or not there exists any vacancies in previously authorized
directorships.

     Section 3.  Notice of Meetings.  Written notice of the place, date, and
     ---------   ------------------                                         
time of all meetings of the stockholders shall be given, not less than ten (10)
nor more than sixty (60) days before the date on which the meeting is to be
held, to each stockholder entitled to vote at such meeting, except as otherwise
provided herein or required by law (meaning, here and hereinafter, as required
from time to time by the Delaware General Corporation Law or the Certificate of
Incorporation of the Corporation, as amended and restated from time to time).

     When a meeting is adjourned to another place, date or time, written notice
need not be given of the adjourned meeting if the place, date and time thereof
are announced at the meeting at which the adjournment is taken; provided,
however, that if the date of any adjourned meeting is more than thirty (30) days
after the date for which the meeting was originally noticed, or if a new record
date is fixed for the adjourned meeting, written notice of the place, date, and
time of the adjourned meeting shall be given in conformity herewith. At any
adjourned meeting, any business may be transacted that might have been
transacted at the original meeting.

     Section 4.  Quorum.  At any meeting of the stockholders, the holders of a
     ---------   ------                                                       
majority of the voting power of the outstanding shares of the stock entitled to
vote at the meeting present, in person or by proxy, shall constitute a quorum
for all purposes, unless or except to the extent that the presence of a larger
number may be required by law. Where a separate vote by a class or classes, or
series thereof, is required, the holders of a majority of the voting power of
the outstanding shares of such class or classes, or series, present, in person
or by proxy, shall constitute a quorum entitled to take action with respect to
that vote on that matter.

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     If a quorum shall fail to attend any meeting, the chairman of the meeting
or the holders of a majority of the voting power of the shares of stock entitled
to vote who are present, in person or by proxy, may adjourn the meeting to
another place, date, or time.

     Section 5.  Organization.  Such person as the Board of Directors may have
     ---------   ------------                                                 
designated or, in the absence of such a person, the Chairman of the Board, if
any, or, in his absence, the Chief Executive Officer, if any, or, in his
absence, the President, or, in his absence, such person as may be chosen by the
holders of a majority of the shares entitled to vote who are present, in person
or by proxy, shall call to order any meeting of the stockholders and act as
chairman of the meeting.  In the absence of the Secretary of the Corporation,
the secretary of the meeting shall be such person as the chairman of the meeting
appoints.

     Section 6.  Conduct of Business.  The chairman of any meeting of
     ---------   -------------------                                 
stockholders shall determine the order of business and the procedure at the
meeting, including such regulation of the manner of voting and the conduct of
discussion as may seem to him in order.  The date and time of the opening and
closing of the polls for each matter upon which the stockholders will vote at
the meeting shall be announced at the meeting.

  Section 7.    Notice of Stockholder Business and Nominations.
  ---------     ---------------------------------------------- 

         A.  Annual Meetings of Stockholders.
             ------------------------------- 

         (1)  Nominations of persons for election to the Board of Directors 
and the proposal of business to be considered by the stockholders may be made at
an annual meeting of stockholders (a) pursuant to the Corporation's notice of
meeting, (b) by or at the direction of the Board of Directors or (c) by any
stockholder of the Corporation who was a stockholder of record at the time of
giving of notice provided for in this Section, who is entitled to vote at the
meeting and who complies with the notice procedures set forth in this Section.

         (2)  For nominations or other business to be properly brought before 
an annual meeting by a stockholder pursuant to clause (c) of paragraph A.(1) of
this Section, the stockholder must have (i) given timely notice thereof in
writing to the Secretary of the Corporation, (ii) such other business must
otherwise be a proper matter for stockholder action, (iii) if the stockholder,
or the beneficial owner on whose behalf any such proposal or nomination is made,
has provided the Corporation with a Solicitation Notice, as that term is defined
below in this paragraph A.(2), such stockholder or beneficial owner must, in the
case of a proposal, have delivered a proxy statement and form of proxy to
holders of at least the percentage of the Corporation's voting shares required
under applicable law to carry any such proposal, or in the case of a nomination
or nominations, have delivered a proxy statement and form of proxy to holders of
at least a percentage of the Corporation's voting shares reasonably believed by
such stockholder or beneficial owner to be sufficient to elect the nominee or
nominees proposed to be nominated by such stockholder, and must, in either case,
have included in such materials the Solicitation Notice and (iv) if no
Solicitation Notice relating thereto has been timely provided pursuant to this
Section, the stockholder or beneficial holder proposing such business or
nomination must not have solicited a number of proxies sufficient to have
required the delivery of such a Solicitation Notice under this Section. To be
timely, a stockholder's notice shall be

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delivered to the Secretary at the principal executive offices of the Corporation
not later than the close of business on the forty-fifth (45th) day nor earlier
than the close of business on the seventy-fifth (75th) day prior to the first
anniversary of the preceding year's mailing date for stockholder proxy
materials; provided, however, that in the event that the date of the annual
meeting is more than thirty (30) days before or more than sixty (60) days after
the date of the annual meeting in the preceding year or if an annual meeting was
not held in the preceding year, notice by the stockholder to be timely must be
so delivered not earlier than the close of business on the ninetieth (90th) day
prior to such annual meeting and not later than the close of business on the
later of the sixtieth (60th) day prior to such annual meeting or the close of
business on the tenth (10th) day following the day on which public announcement
of the date of such meeting is first made by the Corporation. Such stockholder's
notice shall set forth (a) as to each person whom the stockholder proposes to
nominate for election or reelection as a director all information relating to
such person that is required to be disclosed in solicitations of proxies for
election of directors, or is otherwise required, in each case, pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") (including such person's written consent to being named in the
proxy statement as a nominee and to serving as a director if elected); (b) as to
any other business that the stockholder proposes to bring before the meeting, a
brief description of the business desired to be brought before the meeting, the
reasons for conducting such business at the meeting and any material interest in
such business of such stockholder and the beneficial owner, if any, on whose
behalf the proposal is made; (c) as to the stockholder giving the notice and the
beneficial owner, if any, on whose behalf the nomination or proposal is made (i)
the name and address of such stockholder, as they appear on the Corporation's
books, and of such beneficial owner and (ii) the class and number of shares of
the Corporation that are owned beneficially and held of record by such
stockholder and such beneficial owner; and (d) whether either such stockholder
or the beneficial owner intends to deliver a proxy statement and form of proxy
to holders of, in the case of a proposal, at least the percentage of the
Corporation's voting shares required under applicable law to carry the proposal
or, in the case of a nomination or nominations, a sufficient number of holders
of the Corporation's voting shares to elect such nominee or nominees (an
affirmative statement of such intent, a "Solicitation Notice").

         (3)  Notwithstanding anything in the second sentence of paragraph 
A.(2) of this Section to the contrary, in the event that the number of directors
to be elected to the Board of Directors is increased and there is no public
announcement by the Corporation naming all of the nominees for director or
specifying the size of the increased Board of Directors at least seventy (70)
days prior to the first anniversary of the preceding year's annual meeting (or,
if the annual meeting is held more than thirty (30) days before or sixty (60)
days after such anniversary date, at least seventy (70) days prior to such
annual meeting), a stockholder's notice required by this Section shall also be
considered timely, but only with respect to nominees for any new positions
created by such increase, if it shall be delivered to the Secretary at the
principal executive office of the Corporation not later than the close of
business on the tenth (10th) day following the day on which such public
announcement is first made by the Corporation.

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         B.  Special Meetings of Stockholders.
             -------------------------------- 

         Only such business shall be conducted at a special meeting of 
stockholders as shall have been set forth in the Corporation's notice of
meeting. Nominations of persons for election to the Board of Directors may be
made at a special meeting of stockholders at which directors are to be elected
pursuant to the Corporation's notice of meeting (a) by or at the direction of
the Board of Directors or (b) provided that the Board of Directors has
determined that directors shall be elected at such meeting, by any stockholder
of the Corporation who is a stockholder of record at the time of giving of
notice of the special meeting, who shall be entitled to vote at the meeting and
who complies with the notice procedures set forth in this Section. In the event
the Corporation calls a special meeting of stockholders for the purpose of
electing one or more directors to the Board, any such stockholder may nominate a
person or persons (as the case may be), for election to such position(s) as
specified in the Corporation's notice of meeting, if the stockholder's notice
required by paragraph A.(2) of this Section shall be delivered to the Secretary
at the principal executive offices of the Corporation not earlier than the
ninetieth (90th) day prior to such special meeting nor later than the close of
business on the later of the sixtieth (60th) day prior to such special meeting,
or the tenth (10th) day following the day on which public announcement is first
made of the date of the special meeting and of the nominees proposed by the
Board of Directors to be elected at such meeting.

         C.  General.
             ------- 

         (1)  Only such persons who are nominated in accordance with the 
procedures set forth in this Section shall be eligible to serve as directors and
only such business shall be conducted at a meeting of stockholders as shall have
been brought before the meeting in accordance with the procedures set forth in
this Section. Except as otherwise provided by law or these By-laws, the Chairman
of the meeting shall have the power and duty to determine whether a nomination
or any business proposed to be brought before the meeting was made or proposed,
as the case may be, in accordance with the procedures set forth in this Section
and, if any proposed nomination or business is not in compliance herewith to
declare that such defective proposal or nomination shall be disregarded.

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

         (3)  Notwithstanding the foregoing provisions of this Section, a 
stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set
forth herein. Nothing in this Section shall be deemed to affect any rights (i)
of stockholders to request inclusion of proposals in the Corporation's proxy
statement pursuant to Rule 14a-8 under the Exchange Act or (ii) of the holders
of any series of Preferred Stock to elect directors under specified
circumstances.

     Section 8.  Proxies and Voting.  At any meeting of the stockholders, every
     ---------   ------------------                                            
stockholder entitled to vote may vote in person or by proxy authorized by an
instrument in writing or by a transmission permitted by law filed in accordance
with the procedure established for the meeting. Any copy, facsimile
telecommunication or other reliable reproduction of the writing or 

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transmission created pursuant to this Section may be substituted or used in lieu
of the original writing or transmission for any and all purposes for which the
original writing or transmission could be used, provided that such copy,
facsimile telecommunication or other reproduction shall be a complete
reproduction of the entire original writing or transmission.

     All voting, including on the election of directors but excepting where
otherwise required by law, may be by voice vote. Any vote not taken by voice
shall be taken by ballots, each of which shall state the name of the stockholder
or proxy voting and such other information as may be required under the
procedure established for the meeting. The Corporation may, and to the extent
required by law, shall, in advance of any meeting of stockholders, appoint one
or more inspectors to act at the meeting and make a written report thereof. The
Corporation may designate one or more persons as alternate inspectors to replace
any inspector who falls to act. If no inspector or alternate is able to act at a
meeting of stockholders, the person presiding at the meeting may, and to the
extent required by law, shall, appoint one or more inspectors to act at the
meeting. Each inspector, before entering upon the discharge of his duties, shall
take and sign an oath faithfully to execute the duties of inspector with strict
impartiality and according to the best of his ability.

     Except as otherwise provided in the terms of any class or series of
Preferred Stock of the Corporation, all elections at any meeting of stockholders
shall be determined by a plurality of the votes cast, and except as otherwise
required by law, all other matters determined by stockholders at a meeting shall
be determined by a majority of the votes cast affirmatively or negatively.

     Section 9.  Stock List.  A complete list of stockholders entitled to vote
     ---------   ----------                                                   
at any meeting of stockholders, arranged in alphabetical order for each class of
stock and showing the address of each such stockholder and the number of shares
registered in such stockholder's name, shall be open to the examination of any
such stockholder, for any purpose germane to the meeting, during ordinary
business hours for a period of at least ten (10) days prior to the meeting
either at a place within the city where the meeting is to be held, which place
shall be specified in the notice of the meeting, or, if not so specified, at the
place where the meeting is to be held.

     The stock list shall also be kept at the place of the meeting during the
whole time thereof and shall be open to the examination of any such stockholder
who is present.  This list shall presumptively determine the identity of the
stockholders entitled to vote at the meeting and the number of shares held by
each of them.

                        ARTICLE II - BOARD OF DIRECTORS
                        ----------   ------------------

     Section 1.  General Powers, Number and Term of Office.  The business and
     ---------   -----------------------------------------                   
affairs of the Corporation shall be managed by or under the direction of its
Board of Directors. The number of directors who shall constitute the Whole Board
shall be such number as the Board of Directors shall from time to time have
designated. Commencing prior to the Corporation's annual meeting of stockholders
or any special meeting in lieu thereof in 1996, the Board of Directors shall be
divided into three classes, as nearly equal in number as reasonably possible.
The term of office of the first class shall expire at the annual meeting of
stockholders or any special meeting in lieu thereof in 1996, the term of office
of the second class shall expire at the annual meeting of stockholders or any
special meeting in lieu thereof in 1997, the term of office of the third class
shall expire at the annual meeting of stockholders or any special meeting in
lieu thereof in 1998,

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and with respect to each class, until their successors are duly elected and
qualified. At each annual meeting of stockholders or special meeting in lieu
thereof following such initial classification, directors elected to succeed
those directors whose terms expire shall be elected for a term of office to
expire at the third succeeding annual meeting of stockholders or special meeting
in lieu thereof after their election and until their successors are duly elected
and qualified.

     Section 2.  Vacancies and Newly Created Directorships.  Subject to the
     ---------   -----------------------------------------                 
rights of the holders of any class or series of Preferred Stock, and except as
otherwise determined by the Board of Directors or required by law, newly created
directorships resulting from any increase in the authorized number of directors
or any vacancies in the Board of Directors resulting from death, resignation,
retirement, disqualification, removal from office or other cause may be filled
only by a majority vote of the directors then in office, though less than a
quorum, or the sole remaining director; a director so chosen shall hold office
for a term expiring at the annual meeting of stockholders at which the term of
office of the class to which he has been elected expires, if applicable, and if
no such classes have been established, at the next annual meeting of
stockholders and until such director's successor shall have been duly elected
and qualified. In the event of any increase or decrease in the authorized number
of directors, (i) each director then serving as such shall nevertheless continue
as a director of the class of which he is a member until the expiration of his
current term or his prior death, retirement, removal or resignation and (ii) the
newly created or eliminated directorships resulting from such increase or
decrease shall if reasonably possible be apportioned by the Board of Directors
among the three classes of directors so as to ensure that no one class has more
than one director more than any other class. To the extent reasonably possible,
consistent with the foregoing rule, any newly created directorships shall be
added to those classes whose terms of office are to expire at the latest dates
following such allocation and newly eliminated directorships shall be subtracted
from those classes whose terms of office are to expire at the earliest dates
following such allocation, unless otherwise provided for from time to time by
resolution adopted by a majority of the directors then in office, although less
than a quorum.  No decrease in the number of authorized directors constituting
the Board shall shorten the term of any incumbent director.

     Section 3.  Resignation.  Any director may resign at any time upon written
     ---------   -----------                                                   
notice to the Corporation at its principal place of business or to the Chief
Executive Officer, 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.

     Section 4.  Regular Meetings.  Regular meetings of the Board of Directors
     ---------   ----------------                                             
shall be held at such place or places, on such date or dates, and at such time
or times as shall have been established by the Board of Directors and publicized
among all directors.  A notice of each regular meeting shall not be required.

     Section 5.  Special Meetings.  Special meetings of the Board of Directors
     ---------   ----------------                                             
may be called by a majority of the Whole Board or by the Chairman of the Board,
if any, by the Chief Executive Officer, if a director, or by the President, if a
director, and shall be held at such place, on such date, and at such time as
they or he shall fix. Notice of the place, date, and time of each such special
meeting shall be given each director by whom it is not waived by mailing written
notice not less than five (5) days before the meeting, by sending written notice
by recognized overnight courier service not less than two (2) days before the
meeting or orally or by 

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telegraphing or telexing or by facsimile transmission of the same not less than
twenty-four (24) hours before the meeting. Unless otherwise indicated in the
notice thereof, any and all business may be transacted at a special meeting.

     Section 6.  Quorum.  At any meeting of the Board of Directors, a majority
     ---------   ------                                                       
of the Whole Board shall constitute a quorum for all purposes. If a quorum shall
fail to attend any meeting, a majority of those present may adjourn the meeting
to another place, date, or time, without further notice or waiver thereof.

     Section 7.  Participation in Meetings by Conference Telephone.  Members of
     ---------   -------------------------------------------------             
the Board of Directors, or of any committee thereof, may participate in a
meeting of the Board of Directors or committee 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 at such meeting.

     Section 8.  Conduct of Business.  At any meeting of the Board of Directors,
     ---------   -------------------                                            
business shall be transacted in such order and manner as the Board of Directors
may from time to time determine, and all matters shall be determined by the vote
of a majority of the directors present, except as otherwise provided herein or
required by law. Action may be taken by the Board of Directors without a meeting
if all members of the Board of Directors who are then in office consent thereto
in writing, and the writing or writings are filed with the minutes of
proceedings of the Board of Directors.

     Section 9.  Powers.  The Board of Directors may, except as otherwise
     ---------   ------                                                  
required by law, exercise all such powers and do all such acts and things as may
be exercised or done by the Corporation, including, without limiting the
generality of the foregoing, the unqualified power:

     (1) To declare dividends from time to time in accordance with law;

     (2) To purchase or otherwise acquire any property, rights or privileges on
such terms as it shall determine;

     (3) To authorize the creation, making and issuance, in such form as it may
determine, of written obligations of every kind, negotiable or non-negotiable,
secured or unsecured, to borrow funds and guarantee obligations, and to do all
things necessary in connection therewith;

     (4) To remove any officer of the Corporation with or without cause, and
from time to time to devolve the powers and duties of any officer upon any other
person for the time being;

     (5) To confer upon any officer of the Corporation the power to appoint,
remove and suspend subordinate officers, employees and agents;

     (6) To adopt from time to time such stock option, stock purchase, bonus or
other compensation plans for directors, officers, employees and agents of the
Corporation and its subsidiaries as it may determine;

     (7) To adopt from time to time such insurance, retirement, and other
benefit plans for directors, officers, employees and agents of the Corporation
and its subsidiaries as it may determine; and

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     (8) To adopt from time to time regulations not inconsistent herewith, for
the management of the Corporation's business and affairs.

     Section 10.  Compensation of Directors.  Directors, as such, may receive,
     ----------   -------------------------                                   
pursuant to resolution of the Board of Directors, fixed fees and other
compensation for their services as directors, including, without limitation,
their services as members of committees of the Board of Directors.

                            ARTICLE III - COMMITTEES
                            -----------   ----------

     Section 1.  Committees of the Board of Directors.  The Board of Directors,
     ---------   ------------------------------------                          
by a vote of a majority of the Whole Board, may from time to time designate
committees of the Board of Directors, with such lawfully delegable powers and
duties as it thereby confers, to serve at the pleasure of the Board of Directors
and shall, for those committees and any others provided for herein, elect a
director or directors to serve as the member or members, designating, if it
desires, other directors as alternate members who may replace any absent or
disqualified member at any meeting of a committee.  Any committee so designated
may exercise the power and authority of the Board of Directors to declare a
dividend, to authorize the issuance of stock or to adopt a certificate of
ownership and merger pursuant to Section 253 of the Delaware General Corporation
Law if the resolution that designates the committee or a supplemental resolution
of the Board of Directors shall so provide. In the absence or disqualification
of any member of any committee and any alternate member in his place, the member
or members of the committee present at the meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may by unanimous vote
appoint another member of the Board of Directors to act at the meeting in the
place of the absent or disqualified member.

     Section 2.  Conduct of Business.  Each committee of the Board of Directors
     ---------   -------------------                                           
may determine the procedural rules for meeting and conducting its business and
shall act in accordance therewith, except as otherwise provided herein or
required by law. Adequate provisions shall be made for notice to members of all
meetings of committees.  One-third (1/3) of the members of any committee shall
constitute a quorum unless the committee shall consist of one (1) or two (2)
members, in which event one (1) member shall constitute a quorum; and all
matters shall be determined by a majority vote of the members present. Action
may be taken by any committee without a meeting if all members thereof consent
thereto in writing, and the writing or writings are filed with the minutes of
the proceedings of such committee.

                             ARTICLE IV - OFFICERS
                             ----------   --------

     Section 1.  Generally.  The officers of the Corporation shall consist of a
     ---------   ---------                                                     
President, one or more Vice Presidents, a Secretary, a Treasurer and such other
officers as may from time to time be appointed by the Board of Directors or the
Chief Executive Officer, including, without limiting the generality of the
foregoing, a Chairman of the Board, as Chief Executive Officer, a Vice Chairman
of the Board and one or more Assistant Secretaries and Assistant Treasurers.
Officers shall be elected by the Board of Directors, which shall consider that
subject at its first meeting after every annual meeting of stockholders.  The
Chief Executive Officer may appoint from time to time Vice Presidents, Assistant
Secretaries and Assistant Treasurers.  Each officer shall hold office until his
successor is elected and qualified or if earlier, until he dies, resigns, is
removed or becomes disqualified, unless a shorter term is specified by the Board
of Directors at the time of election of such officer.  Any number of offices may
be held by the same person.

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     Section 2.  Chairman of the Board.  Unless otherwise provided by resolution
     ---------   ---------------------                                          
of the Board of Directors, the Chairman of the Board, if any, shall preside at
all meetings of the stockholders and all meetings of the Board of Directors at
which he is present and shall have such authority and perform such duties as may
be prescribed by these by-laws or from time to time determined by the Board of
Directors.  The Chairman of the Board shall have power to sign all stock
certificates, contracts and other instruments of the Corporation which are
authorized.

     Section 3.  Vice Chairman of the Board.  The Vice Chairman of the Board, if
     ---------   --------------------------                                     
any, shall have such powers and duties as may be delegated to him by the Board
of Directors.  To the extent not otherwise provided herein, the Vice Chairman of
the Board shall perform the duties and exercise the powers of the Chairman of
the Board in the event of the Chairman's absence or disability.

     Section 4.  Chief Executive Officer.  The Chief Executive Officer shall be
     ---------   -----------------------                                       
the chief executive officer of the Corporation and shall, subject to the
direction of the Board of Directors, have general supervision and control of its
business.  Unless otherwise provided by resolution of the Board of Directors, in
the absence of the Chairman of the Board, if any, the Chief Executive Officer
shall preside at all meetings of the stockholders and, if a director, meetings
of the Board of Directors. The Chief Executive Officer shall have general
supervision and direction of all of the officers, employees and agents of the
Corporation.

     Section 5.  President.  Except for meetings at which the Chief Executive
     ---------   ---------                                                   
Officer or the Chairman of the Board, if any, presides, the President shall, if
present, preside at all meetings of stockholders, and if a director, at all
meetings of the Board of Directors.  The President shall, subject to the control
and direction of the Chief Executive Officer and the Board of Directors, have
and perform such powers and duties as may be prescribed by these by-laws or from
time to time be determined by the Chief Executive Officer or the Board of
Directors.  The President shall have power to sign all stock certificates,
contracts and other instruments of the Corporation which are authorized.  In the
absence of a Chief Executive Officer, the President shall be the chief executive
officer of the Corporation and shall, subject to the direction of the Board of
Directors, have general supervision and control of its business and shall have
general supervision and direction of all of the officers, employees and agents
of the Corporation.

     Section 6.  Vice President.  Each Vice President shall have such powers and
     ---------   --------------                                                 
duties as may be delegated to him by the Board of Directors, the Chief Executive
Officer and the President.  The Board of Directors may designate a Vice
President to perform the duties and exercise the powers of the President in the
event of the President's absence or disability.

     Section 7.  Treasurer.  The Treasurer shall have the responsibility for
     ---------   ---------                                                  
maintaining the financial records of the Corporation.  The Treasurer shall make
such disbursements of the funds of the Corporation as are authorized and shall
render from time to time an account of all such transactions and of the
financial condition of the Corporation.  The Treasurer shall also perform such
other duties as the Board of Directors may from time to time prescribe.

                                      -9-
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     Section 8.  Secretary.  The Secretary shall issue all authorized notices
     ---------   ---------                                                   
for, and shall keep minutes of, all meetings of the stockholders and the Board
of Directors. The Secretary shall have charge of the corporate books and shall
perform such other duties as the Board of Directors may from time to time
prescribe.

     Section 9.  Delegation of Authority.  The Board of Directors may from time
     ---------   -----------------------                                       
to time delegate the powers or duties of any officer to any other officers or
agents, notwithstanding any provisions hereof.

     Section 10.  Removal.  Any officer of the Corporation may be removed at any
     ----------   -------                                                       
time, with or without cause, by the Board of Directors. Any officer elected or
appointed by the Chief Executive Officer may be removed at any time by the Board
of Directors or by the Chief Executive Officer.

     Section 11.  Resignation.  Any officer may resign by giving written notice
     ----------   -----------                                                  
of his resignation to the Chairman of the Board, if any, the Chief Executive
Officer, if any, the President, or the Secretary, or to the Board of Directors
at a meeting of the Board, and such resignation shall become effective at the
time specified therein.

     Section 12.  Bond.  If required by the Board of Directors, any officer
     ----------   ----                                                     
shall give the Corporation a bond in such sum and with such surety or sureties
and upon such terms and conditions as shall be satisfactory to the Board of
Directors, including without limitation a bond for the faithful performance of
the duties of his office and for the restoration to the Corporation of all
books, papers, vouchers, money and other property of whatever kind in his
possession or under his control and belonging to the Corporation.

     Section 13.  Action with Respect to Securities of Other Corporations.
     ----------   ------------------------------------------------------- 
Unless otherwise directed by the Board of Directors, the President or the Chief
Executive Officer or any officer of the Corporation authorized by the President
or the Chief Executive Officer shall have power to vote and otherwise act on
behalf of the Corporation, in person or by proxy, at any meeting of stockholders
of or with respect to any action of stockholders of any other corporation in
which this Corporation may hold securities and otherwise to exercise any and all
rights and powers which this Corporation may possess by reason of its ownership
of securities in such other corporation.

             ARTICLE V - INDEMNIFICATION OF DIRECTORS AND OFFICERS
             -----------------------------------------------------

     Section 1.  Right to Indemnification.  Each person who was or is made a
     ---------   ------------------------                                   
party or is threatened to be made a party to or is otherwise involved
(including, without limitation, as a witness) in any action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he is or was a director or an officer of the Corporation or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, or of a partnership, joint venture, trust or other
enterprise, including service with respect to an employee benefit plan
(hereinafter an "Indemnitee"), whether the basis of such proceeding is alleged
action in an official capacity as a director, officer, employee or agent or in
any other capacity while serving as a director, officer, employee or agent,
shall be indemnified and held harmless by the Corporation to the fullest extent
authorized by the Delaware General Corporation Law, as the same exists or may
hereafter be amended (but, in the case of any such

                                     -10-
<PAGE>
 
amendment, only to the extent that such amendment permits the Corporation to
provide broader indemnification rights than such law permitted the Corporation
to provide prior to such amendment), against all expense, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes or penalties
and amounts paid in settlement) reasonably incurred or suffered by such
Indemnitee in connection therewith; provided, however, that, except as provided
in Section 3 of this Article with respect to proceedings to enforce rights to
indemnification or as otherwise required by law, the Corporation shall not be
required to indemnify or advance expenses to any such Indemnitee in connection
with a proceeding (or part thereof) initiated by such Indemnitee unless such
proceeding (or part thereof) was authorized by the Board of Directors of the
Corporation.

     Section 2.  Right to Advancement of Expenses.  The right to indemnification
     ---------   --------------------------------                               
conferred in Section 1 of this Article shall include the right to be paid by the
Corporation the expenses (including attorney's fees) incurred in defending any
such proceeding in advance of its final disposition; provided, however, that, if
the Delaware General Corporation Law requires, an advancement of expenses
incurred by an Indemnitee in his capacity as a director or officer (and not in
any other capacity in which service was or is rendered by such Indemnitee,
including, without limitation, service to an employee benefit plan) shall be
made only upon delivery to the Corporation of an undertaking, by or on behalf of
such Indemnitee, to repay all amounts so advanced if it shall ultimately be
determined by final judicial decision from which there is no further right to
appeal that such Indemnitee is not entitled to be indemnified for such expenses
under this Section 2 or otherwise.  The rights to indemnification and to the
advancement of expenses conferred in Sections 1 and 2 of this Article shall be
contract rights and such rights shall continue as to an Indemnitee who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the Indemnitee's heirs, executors and administrators.  Any repeal or
modification of any of the provisions of this Article shall not adversely affect
any right or protection of an Indemnitee existing at the time of such repeal or
modification.

     Section 3.  Right of Indemnitees to Bring Suit.  If a claim under Section 1
     ---------   ----------------------------------                             
or 2 of this Article is not paid in full by the Corporation within sixty (60)
days after a written claim has been received by the Corporation, except in the
case of a claim for an advancement of expenses, in which case the applicable
period shall be twenty (20) days, the Indemnitee may at any time thereafter
bring suit against the Corporation to recover the unpaid amount of the claim.
If successful in whole or in part in any such suit, or in a suit brought by the
Corporation to recover an advancement of expenses pursuant to the terms of an
undertaking, the indemnitee shall also be entitled to be paid the expenses of
prosecuting or defending such suit.  In (i) any suit brought by the Indemnitee
to enforce a right to indemnification hereunder (but not in a suit brought by
the Indemnitee to enforce a right to an advancement of expenses) it shall be a
defense that, and (ii) in any suit brought by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the Corporation
shall be entitled to recover such expenses upon a final adjudication that, the
Indemnitee has not met any applicable standard for indemnification set forth in
the Delaware General Corporation Law. Neither the failure of the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
suit that indemnification of the Indemnitee is proper in the circumstances
because the Indemnitee has met the applicable standard of conduct set forth in
the Delaware General Corporation Law, nor an actual determination by the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders) that the Indemnitee has not met such applicable standard of
conduct, shall create a presumption that 

                                     -11-
<PAGE>
 
the Indemnitee has not met the applicable standard of conduct or, in the case of
such a suit brought by the Indemnitee, be a defense to such suit. In any suit
brought by the Indemnitee to enforce a right to indemnification or to an
advancement of expenses hereunder, or brought by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the burden of
proving that the Indemnitee is not entitled to be indemnified, or to such
advancement of expenses, under this Article or otherwise shall be on the
Corporation.

     Section 4.  Non-Exclusivity of Rights.  The rights to indemnification and
     ---------   -------------------------                                    
to the advancement of expenses conferred in this Article shall not be exclusive
of any other right which any person may have or hereafter acquire under any
statute, the Corporation's Certificate of Incorporation as amended from time to
time, these by-laws, any agreement, any vote of stockholders or disinterested
directors or otherwise.

     Section 5.  Insurance.  The Corporation may maintain insurance, at its
     ---------   ---------                                                 
expense, to protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.

     Section 6.  Indemnification of Employees and Agents of the Corporation.
     ---------   ----------------------------------------------------------  
The Corporation may, to the extent authorized from time to time by the Board of
Directors, grant rights to indemnification and to the advancement of expenses to
any employee or agent of the Corporation to the fullest extent of the provisions
of this Article with respect to the indemnification and advancement of expenses
of directors and officers of the Corporation.

                               ARTICLE VI - STOCK
                               ----------   -----

     Section 1.  Certificates of Stock.  Each stockholder shall be entitled to a
     ---------   ---------------------                                          
certificate signed by, or in the name of the Corporation by, the Chairman or
Vice-Chairman of the Board of Directors, the President or a Vice President, and
by the Secretary or an Assistant Secretary, or the Treasurer or an Assistant
Treasurer, certifying the number of shares owned by him.  Any or all of the
signatures on the certificate may be by facsimile.

     Section 2.  Transfers of Stock.  Transfers of stock shall be made only upon
     ---------  -------------------                                             
the transfer books of the Corporation kept at an office of the Corporation or by
transfer agents designated to transfer shares of the stock of the Corporation.
Except where a certificate is issued in accordance with Section 4 of this
Article, an outstanding certificate for the number of shares involved shall be
surrendered for cancellation before a new certificate is issued therefor.

     Section 3.  Record Date.  In order that the Corporation may determine the
     ---------   -----------                                                  
stockholders entitled to notice of or to vote at any meeting of stockholders, or
to receive payment of any dividend or other distribution or allotment of any
rights or to exercise any rights in respect of any change, conversion or
exchange of stock or for the purpose of any other lawful action, the Board of
Directors may fix a record date, which record date shall not precede the date on
which the resolution fixing the record date is adopted and which record date
shall not be more than sixty (60) nor less than ten (10) days before the date of
any meeting of stockholders, nor more than sixty (60) days prior to the time for
such other action as hereinbefore described; provided, however, that if no
record date is fixed by the Board of Directors, the record date for determining

                                     -12-
<PAGE>
 
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, and, for determining
stockholders entitled to receive payment of any dividend or other distribution
or allotment of rights or to exercise any rights of change, conversion or
exchange of stock or for any other purpose, the record date shall be at the
close of business on the day on which the Board of Directors adopts a resolution
relating thereto.

     A determination of stockholders of record entitled to notice of or to vote
at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.

     Section 4.  Lost, Stolen or Destroyed Certificates. In the event of the
     ---------   --------------------------------------                     
loss, theft or destruction of any certificate of stock, another may be issued in
its place pursuant to such regulations as the Board of Directors may establish
concerning proof of such loss, theft or destruction and concerning the giving of
a satisfactory bond or bonds of indemnity.

     Section 5.  Regulations.  The issue, transfer, conversion and registration
     ---------   -----------                                                   
of certificates of stock shall be governed by such other regulations as the
Board of Directors may establish.

                             ARTICLE VII - NOTICES
                             -----------   -------

     Section 1.  Notices.  Except as otherwise specifically provided herein or
     ---------   -------                                                      
required by law, all notices required to be given to any stockholder, director,
officer, employee or agent shall be in writing and may in every instance be
effectively given by hand delivery to the recipient thereof, by depositing such
notice in the mails, postage paid, or by sending such notice by recognized
courier service, prepaid telegram, telex, mailgram or by facsimile transmission.
Any such notice shall be addressed to such stockholder, director, officer,
employee or agent at his last known address as the same appears on the books of
the Corporation.  The time when such notice is received, if hand delivered, or
dispatched, if delivered through the mails, by courier or by telegram, telex,
facsimile transmission or mailgram, shall be the time of the giving of the
notice.

     Section 2.  Waivers.  A written waiver of any notice, signed by a
     ---------   -------                                              
stockholder, director, officer, employee or agent, whether before or after the
time of the event for which notice is to be given, shall be deemed equivalent to
the notice required to be given to such stockholder, director, officer, employee
or agent. Neither the business nor the purpose of any meeting need be specified
in such a waiver.

                          ARTICLE VIII - MISCELLANEOUS
                          ------------   -------------

     Section 1.  Facsimile Signatures.  In addition to the provisions for use of
     ---------   --------------------                                           
facsimile signatures elsewhere specifically authorized in these by-laws,
facsimile signatures of any officer or officers of the Corporation may be used
whenever and as authorized by the Board of Directors or a committee thereof.

     Section 2.  Corporate Seal.  The Board of Directors may provide a suitable
     ---------   --------------                                                
seal, containing the name of the Corporation, which seal shall be in the charge
of the Secretary. If and

                                     -13-
<PAGE>
 
when so directed by the Board of Directors or a committee thereof, duplicates of
the seal may be kept and used by the Secretary or Treasurer or by an Assistant
Secretary or Assistant Treasurer.

     Section 3.  Reliance upon Books, Reports and Records.  Each director, each
     ---------   ----------------------------------------                      
member of any committee designated by the Board of Directors, and each officer
of the Corporation shall, in the performance of his duties, be fully protected
in relying in good faith upon the books of account or other records of the
Corporation and upon such information, opinions, reports or statements presented
to the Corporation by any of its officers or employees or committees of the
Board of Directors so designated, or by any other person as to matters which
such director or committee member reasonably believes are within such other
person's professional or expert competence and who has been selected with
reasonable care by or on behalf of the Corporation.

     Section 4.  Fiscal Year.  The fiscal year of the Corporation shall be as
     ---------   -----------                                                 
fixed by the Board of Directors.

     Section 5.  Time Periods.  In applying any provision of these by-laws that
     ---------   ------------                                                  
requires that an act be done or not be done a specified number of days prior to
an event or that an act be done during a period of a specified number of days
prior to an event, calendar days shall be used, the day of the doing of the act
shall be excluded, and the day of the event shall be included.

     Section 6.  Pronouns.  Whenever the context may require, any pronouns used
     ---------   --------                                                      
in these by-laws shall include the corresponding masculine, feminine or neuter
forms.

                            ARTICLE IX - AMENDMENTS
                            ----------   ----------

     These by-laws may be amended or repealed by the affirmative vote of a
majority of the Whole Board at any meeting or by the stockholders by the
affirmative vote of seventy-five percent (75%) of the outstanding voting power
of the then-outstanding shares of capital stock of the Corporation, entitled to
vote generally in the election of directors, at any meeting at which a proposal
to amend or repeal these by-laws is properly presented.

                                     -14-