<PAGE>   1





                                                                    EXHIBIT 3(b)





                                 B Y - L A W S

                                       OF

                            MARTIN INDUSTRIES, INC.

                             A DELAWARE CORPORATION
<PAGE>   2

                               TABLE OF CONTENTS




<TABLE>
<CAPTION>
                                                            ARTICLE I

                                                             OFFICES
         <S>              <C>                                                                                           <C>
         Section 1.1      Registered Office . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
                          -----------------                                                                              
         Section 1.2      Additional Offices  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
                          ------------------                                                                             
         Section 1.3      Books and Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
                          -----------------                                                                              


                                                            ARTICLE II

                                                     MEETINGS OF STOCKHOLDERS
         Section 2.1      Place of Meeting  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
                          ----------------                                                                               
         Section 2.2      Annual Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
                          ---------------                                                                                
         Section 2.3      Notice of Annual Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
                          -------------------------                                                                      
         Section 2.4      Notice of Stockholder Business and Nominations  . . . . . . . . . . . . . . . . . . . . . . . 2
                          ----------------------------------------------                                                 
         Section 2.5      Procedure for Election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
                          -----------------------------------                                                            
         Section 2.6      Special Meetings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
                          ----------------                                                                               
         Section 2.7      Notice of Special Meetings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
                          --------------------------                                                                     
         Section 2.8      Business at Special Meetings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
                          ----------------------------                                                                   
         Section 2.9      List of Stockholders  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
                          --------------------                                                                           
         Section 2.10     Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
                          -----------                                                                                    
         Section 2.11     Quorum  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
                          ------                                                                                         
         Section 2.12     Voting  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
                          ------                                                                                         
         Section 2.13     Proxies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
                          -------                                                                                        
         Section 2.14     Inspectors of Elections; Opening and Closing the Polls  . . . . . . . . . . . . . . . . . . . 6
                          ------------------------------------------------------                                         
         Section 2.15     Postponement and Cancellation of Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . 6
                          -----------------------------------------                                                      
         Section 2.16     Record Date for Action by Written Consent . . . . . . . . . . . . . . . . . . . . . . . . . . 6
                          -----------------------------------------                                                      
         Section 2.17     Inspectors of Written Consent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
                          -----------------------------                                                                  
         Section 2.18     Effectiveness of Written Consent  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
                          --------------------------------                                                               


                                                           ARTICLE III

                                                            DIRECTORS
         Section 3.1      Number and Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
                          ---------------                                                                                
         Section 3.2      Qualifications and Composition  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
                          ------------------------------                                                                 
         Section 3.3      Vacancies; Removal  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
                          ------------------                                                                             
         Section 3.4      Powers  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
                          ------                                                                                         
         Section 3.5      Place of Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
                          -----------------                                                                              
         Section 3.6      Annual Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
                          ---------------                                                                                
</TABLE>

                                      
                                      i
<PAGE>   3

<TABLE>
         <S>              <C>                                                                                          <C>

         Section 3.7      Regular Meetings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
                          ----------------                                                                               
         Section 3.8      Special Meetings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
                          ----------------                                                                               
         Section 3.9      Quorum; Telephone Meetings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
                          --------------------------                                                                     
         Section 3.10     Action by Consent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
                          -----------------                                                                              
         Section 3.11     Committees  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
                          ----------                                                                                     
         Section 3.12     Minutes of Committees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
                          ---------------------                                                                          
         Section 3.13     Compensation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
                          ------------                                                                                   
         Section 3.14     Conflict of Interest  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
                          --------------------                                                                           


                                                            ARTICLE IV

                                                             NOTICES
         Section 4.1      Notice to Stockholders  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
                          ----------------------                                                                         
         Section 4.2      Notice to Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
                          -------------------                                                                            
         Section 4.3      Waiver of Notice  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
                          ----------------                                                                               


                                                            ARTICLE V

                                                             OFFICERS
         Section 5.1      Officers  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
                          --------                                                                                       
         Section 5.2      Compensation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
                          ------------                                                                                   
         Section 5.3      Election and Term of Office . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
                          ---------------------------                                                                    
         Section 5.4      Removal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
                          -------                                                                                        
         Section 5.5      Vacancies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
                          ---------                                                                                      
         Section 5.6      Duties of Officers  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
                          ------------------                                                                             


                                                            ARTICLE VI

                                                      CERTIFICATES OF STOCK
         Section 6.1      Certificates  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
                          ------------                                                                                   
         Section 6.2      Signatures  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
                          ----------                                                                                     
         Section 6.3      Lost, Stolen or Destroyed Certificates  . . . . . . . . . . . . . . . . . . . . . . . . . .  16
                          --------------------------------------                                                         
         Section 6.4      Transfer of Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
                          -----------------                                                                              
         Section 6.5      Registered Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
                          -----------------------                                                                        


                                                           ARTICLE VII

                                                         INDEMNIFICATION
         Section 7.1      Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
                          ---------------                                                                                
         Section 7.2      Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
                          ---------                                                                                      
         Section 7.3      Survival of Right . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
                          -----------------                                                                              
</TABLE>




                                      
                                      ii
<PAGE>   4





<TABLE>
                                                           ARTICLE VIII

                                                        GENERAL PROVISIONS
         <S>              <C>                                                                                          <C>
         Section 8.1      Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
                          ---------                                                                                      
         Section 8.2      Reserves  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
                          --------                                                                                       
         Section 8.3      Checks  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
                          ------                                                                                         
         Section 8.4      Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
                          -----------                                                                                    
         Section 8.5      Seal  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
                          ----                                                                                           
         Section 8.6      Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
                          ---------                                                                                      
         Section 8.7      Voting of Corporation's Securities  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
                          ----------------------------------                                                             
         Section 8.8      Procedure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
                          ---------                                                                                      
         Section 8.9      Resignations  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
                          ------------                                                                                   
</TABLE>


                                  ARTICLE IX

                             AMENDMENT OF BY-LAWS


                              HISTORY OF BY-LAWS





                                     iii
<PAGE>   5

                                  BY-LAWS OF

                           MARTIN INDUSTRIES, INC.

                            A DELAWARE CORPORATION



                                  ARTICLE I

                                   OFFICES

                 Section 1.1      Registered Office.  The registered office
shall be in the City of Wilmington, County of New Castle, State of Delaware.

                 Section 1.2      Additional Offices.  The principal office of
the corporation shall be located in Florence, Alabama.  The corporation may
also have offices at such other places both within and without the State of
Delaware as the board of directors may from time to time determine or the
business of the corporation may require.

                 Section 1.3      Books and Records.  Books and records of the
corporation may be kept outside the State of Delaware at such place or places
as may from time to time be designated by the board of directors.


                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

                 Section 2.1      Place of Meeting.  All meetings of the
stockholders for the election of directors shall be held in the City of
Florence, State of Alabama, at such place as may be fixed from time to time by
the board of directors, or at such other place either within or without the
State of Delaware as shall be designated from time to time by the board of
directors and stated in the notice of the meeting.  Meetings of stockholders
for any other purpose may be held at such time and place, within or without the
State of Delaware, as shall be stated in the notice of the meeting.

                 Section 2.2      Annual Meetings.  The annual meeting of
stockholders of the corporation shall be held on such date and at such place
and time as may be fixed by resolution of the board of directors.  At the
annual meeting, the stockholders shall elect a board of directors and transact
such other business as may properly be brought before the meeting.

                 Section 2.3      Notice of Annual Meetings.  Unless otherwise
required by law, written notice of the annual meeting stating the place, date
and hour of the meeting shall be given to each





                                      1
<PAGE>   6

stockholder entitled to vote at such meeting not less than ten (10) nor more
than sixty (60) days before the date of the meeting.  Such further notice shall
be given as may be required by law.

                 Section 2.4      Notice of Stockholder Business and
Nominations.

                 (a)      Annual Meetings of Stockholders.   (1) Nominations of
persons for election to the board of directors of the corporation 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 by-law, who is entitled to vote at the
meeting and who complies with the notice procedures set forth in this by-law.

                                  (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 by-law, the stockholder must have given
timely notice thereof in writing to the secretary of the corporation and such
other business must be otherwise be a proper matter for stockholder action.  To
be timely, a stockholder's notice shall be delivered to the secretary at the
principal executive offices of the corporation not later than the close of
business on the sixtieth (60th) day nor earlier than the close of business on
the ninetieth (90th) day prior to the first anniversary of the preceding year's
annual meeting; 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 such anniversary date, 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 tenth
(10th) day following the day on which public announcement of the date of such
meeting is first made by the corporation.  In no event shall the public
announcement of an adjournment of an annual meeting commence a new time period
for the giving of a stockholder's notice as described above.  Such
stockholder's notice shall set forth (A) as to each person whom the stockholder
proposes to nominate for election or re-election as a director all information
relating to such person that is required to be disclosed in solicitations of
proxies for election of directors in an election contest, or is otherwise
required to be disclosed in solicitations of proxies for election of directors
in an election contest, or is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and Rule 14a-11 thereunder (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; and (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 which are owned beneficially and of record by such stockholder and
beneficial owner.





                                      2
<PAGE>   7

                                  (3)      Notwithstanding anything in the
second sentence of paragraph (a)(2) of this by-law to the contrary, in the
event that the number of directors to be elected to the board of directors of
the corporation 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, a stockholder's notice
required by this by-law 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 offices 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.

                 (b)      Special Meetings of Stockholders.  Only such business
shall be conducted at a special meeting of stockholders as shall have been
brought before the meeting pursuant to 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
provided for in this by-law, who shall be entitled to vote at the meeting and
who complies with the notice procedures set forth in this by-law.  In the
event the corporation calls a special meeting of stockholders for the purpose
of electing one or more directors to the board of directors, 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 by-law shall be
delivered to the secretary at the principal executive offices of the
corporation not earlier than the close of business on the ninetieth (90th) day
prior to such special meeting and not 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.  In no event shall the public
announcement of an adjournment of a special meeting commence a new time period
for the giving of a stockholder's notice as described above.

                 (c)      General.   (1) Only such persons who are nominated in
accordance with the procedures set forth in this by-law 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 by-law.  Except as otherwise provided by law,
the certificate of incorporation 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 by-law; and, if any
proposed nomination or business is not in compliance with this by-law, to
declare that such defective proposal or nomination shall be disregarded.

                                  (2)      For purposes of this by-law, "public
announcement" shall mean disclosure in a press release reported by the Dow
Jones News Service, Associated Press or





                                      3
<PAGE>   8

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 by-law, 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 in this by-law.  Nothing in this by-law 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 2.5      Procedure for Election of Directors.  Except
as otherwise provided by the certificate of incorporation of the corporation,
election of directors at all meetings of the stockholders at which directors
are to be elected shall be by ballot.

                 Section 2.6      Special Meetings.  Special meetings of the
stockholders, for any purpose or purposes, unless otherwise prescribed by
statute or by the certificate of incorporation, may be called by the chairman
of the board or the president and shall be called by the chairman of the board,
the president or the secretary at the request in writing of a majority of the
total number of directors which the corporation would have if there were no
vacancies (the "Whole Board").  Such request shall state the purpose or
purposes of the proposed meeting.

                 Section 2.7      Notice of Special Meetings.  Unless otherwise
required by law, written notice of a special meeting stating the place, date
and hour of the meeting and the purpose or purposes for which the meeting is
called, shall be given not less than ten (10) nor more than sixty (60) days
before the date of the meeting to each stockholder entitled to vote at such
meeting.  Such further notice shall be given as may be required by law.

                 Section 2.8      Business at Special Meetings.  Business
transacted at any special meeting of stockholders shall be limited to the
purposes stated in the notice.

                 Section 2.9      List of Stockholders.  The officer who has
charge of the stock ledger of the corporation shall prepare and make, at least
ten (10) 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 (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 list shall also be produced and
kept at the time and place of the meeting during the whole time thereof, and
may be inspected by any stockholder who is present.  The original stock
transfer books shall be prima facie evidence as to who are the stockholders
entitled to examine such list or stock ledger or to vote, in person or by
proxy, at any meeting of stockholders.  Except as otherwise required by law,
failure to comply with the requirements of this section shall not affect the
validity of any action taken at such meeting.





                                      4
<PAGE>   9

                 Section 2.10     Record Date.  In order that the corporation
may determine the stockholders entitled to notice of or to vote at any meeting
of stockholders or any adjournment thereof, or allotment of any rights or the
stockholders entitled to exercise any rights 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
upon which the resolution fixing the record date is adopted by the board of
directors, and which record date shall not be more than sixty (60) nor less
than ten (10) days before the date of such meeting.  If no record date is fixed
by the board of directors, the record date for determining 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.  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 2.11     Quorum.  Except as otherwise provided by law
or the corporation's certificate of incorporation, the holders of a majority of
the total votes (as determined in the manner provided in Section 2.12 below) of
all classes of the stock issued and outstanding and entitled to vote thereat
(the "Voting Stock") (all such classes being aggregated together as a single
class for purposes of determining a quorum under this Section 2.11), present in
person or represented by proxy, shall constitute a quorum at all meetings of
the stockholders for the transaction of business except that when specified
business is to be voted on by a class or series of stock voting as a class, the
holders of a majority of the shares of such class or series shall constitute a
quorum of such class or series for the transaction for such business.  At any
meeting of stockholders, whether annual or special, or any adjournment thereof,
including any such meeting at which a quorum shall not be present or
represented, the chairman of the meeting or a majority of 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.  At such adjourned meeting at which a quorum shall
be present or represented any business may be transacted which might have been
transacted at the meeting as originally notified.  If the adjournment is for
more than thirty (30) days, or if after the adjournment a new record date is
fixed for the adjourned meeting, a notice of the adjourned meeting shall be
given to each stockholder of record entitled to vote at the meeting.  The
stockholders present at a duly called meeting at which a quorum is present may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough stockholders to leave less than a quorum.

                 Section 2.12     Voting. Unless otherwise provided in the
certificate of incorporation of the corporation, and subject to the provisions
of the General Corporation Law of the State of Delaware concerning the fixing
of a date for determination of stockholders of record, each stockholder shall
be entitled to one vote for each share of capital stock held by such
stockholder.  When a quorum is present at any meeting, the vote of the holders
of a majority of the "total votes" of the stock present in person or
represented by proxy at such meeting shall decide any question, other than the
election of directors, brought before such meeting, unless the question is one
upon which by express provision of the statutes or of the certificate of
incorporation a different vote is required in which case such express provision
shall govern and control the decision of such





                                      5
<PAGE>   10

question.  All classes of stock of the corporation will vote together as a
single class on all matters coming before the stockholders, except as otherwise
provided by the General Corporation Law of the State of Delaware or by the
certificate of incorporation.  For purposes of these by-laws, "total votes"
shall be determined (i) by multiplying the number of shares of each class of
stock entitled to vote by the number of votes for each share of such class as
authorized by the certificate of incorporation (or in the absence of such
express authorization in the certificate of incorporation, the number of votes
for each share as provided by the General Corporation Law of the State of
Delaware), and (ii) by totaling the sum of the votes of each class as
determined in (i), which shall produce the number of "total votes." Subject to
the provisions of the certificate of incorporation and to the rights of the
holders of any series of Preferred Stock to elect directors under specified
circumstances, all elections of directors by the stockholders of the
corporation shall be by plurality vote of the "total votes."

                 Section 2.13     Proxies.  At all meetings of stockholders, a
stockholder may vote by proxy executed in writing (or in such manner prescribed
by the General Corporation Law of the State of Delaware) by the stockholder, or
by his duly authorized attorney-in-fact.  No proxy shall be voted or acted upon
after three (3) years from its date, unless the proxy provides for a longer
period.

                 Section 2.14     Inspectors of Elections; Opening and Closing
the Polls.  The board of directors by resolution shall appoint one or more
inspectors, which inspector or inspectors may include individuals who serve the
corporation in other capacities, including, without limitation, as officers,
employees, agents or representatives, to act at the meetings of stockholders
and make a written report thereof.  One or more persons may be designated as
alternate inspectors to replace any inspector who fails to act.  If no
inspector or alternate has been appointed to act or is able to act at a meeting
of stockholders, the chairman of the meeting shall appoint one or more
inspectors to act at the meeting.  Each inspector, before discharging his or
her duties, shall take and sign an oath faithfully to execute the duties of
inspector with strict impartiality and according to the best of his or her
ability.  The inspectors shall have the duties prescribed by law.  The chairman
of the meeting shall fix and announce at the meeting the date and time of the
opening and the closing of the polls for each matter upon which the
stockholders will vote at a meeting.

                 Section 2.15     Postponement and Cancellation of Meetings.
Any previously scheduled meeting of the stockholders may be postponed, and
(unless the certificate of incorporation otherwise provides) any special
meeting of the stockholders may be canceled by resolution of the board of
directors upon public notice given prior to the date previously scheduled for
such meeting of stockholders.

                 Section 2.16     Record Date for Action by Written Consent. In
order that the corporation may determine the stockholders entitled to consent
to corporate action in writing without a meeting, the board of directors may
fix a record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the board of directors, and
which date shall not be more than ten (10) days after the date upon which the
resolution fixing the record date is adopted by the board of directors.  Any
stockholder of record seeking to have the stockholders authorize or take
corporate action by written consent shall, by written notice to the





                                      6
<PAGE>   11

secretary, request the board of directors to fix a record date.  The board of
directors shall promptly, but in all events within ten (10) days after the date
on which such a request is received, adopt a resolution fixing the record date.
If no record date has been fixed by the board of directors within ten (10) days
of the date on which such a request is received, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the board of directors is required
by applicable law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
corporation by delivery to its registered office in Delaware, its principal
place of business or to any officer or agent of the corporation having custody
of the book in which proceedings of meetings of stockholders are recorded.
Delivery made to the corporation's registered office shall be by hand or by
certified or registered mail, return receipt requested.  If no record date has
been fixed by the board of directors and prior action by the board of directors
is required by applicable law, the record date for determining stockholders
entitled to consent to corporate action in writing without a meeting shall be
at the close of business on the date on which the board of directors adopts the
resolution taking such prior action.

                 Section 2.17     Inspectors of Written Consent. In the event
of the delivery, in the manner provided by Section 2.16, to the corporation of
the requisite written consent or consents to take corporate action and/or any
related revocation or revocations, the corporation shall engage nationally
recognized independent inspectors of elections for the purpose of promptly
performing a ministerial review of the validity of the consents and
revocations.  For the purpose of permitting the inspectors to perform such
review, no action by written consent without a meeting shall be effective until
such date as the independent inspectors certify to the corporation that the
consents delivered to the corporation in accordance with Section 2.16 represent
at least the minimum number of votes that would be necessary to take the
corporate action.  Nothing contained in this paragraph shall in any way be
construed to suggest or imply that the board of directors or any stockholder
shall not be entitled to contest the validity of any consent or revocation
thereof, whether before or after such certification by the independent
inspectors, or to take any other action (including, without limitation, the
commencement, prosecution or defense of any litigation with respect thereto,
and the seeking of injunctive relief in such litigation).

                 Section 2.18     Effectiveness of Written Consent.  Every
written consent shall bear the date of signature of each stockholder who signs
the consent and no written consent shall be effective to take the corporate
action referred to therein unless, within sixty (60) days of the date the
earliest dated written consent was received in accordance with Section 2.16, a
written consent or consents signed by a sufficient number of holders to take
such action are delivered to the corporation in the manner prescribed in
Section 2.16.





                                      7
<PAGE>   12

                                   ARTICLE 3

                                   DIRECTORS

                 Section 3.1      Number and Term.  The number of directors
which shall constitute the Whole Board shall be not less than one nor more than
fifteen, the exact number to be determined by a resolution of a majority of the
Whole Board, subject to the rights of the holders of any series of Preferred
Stock to elect directors in specified circumstances.  The number of directors
may be increased or decreased from time to time in the manner provided by the
by-laws for the amendment thereof, but no decrease shall have the effect of
shortening the term of any incumbent director.  The directors shall be divided
into three classes, as nearly equal in number as possible.  Upon the initial
classification of the board of directors, the term of office of the first class
of directors shall expire at the first annual meeting of stockholders of the
corporation after their election, the term of office of the second class of
directors shall expire at the second annual meeting of stockholders of the
corporation after their election, and the term of office of the third class of
directors shall expire at the third annual meeting of stockholders of the
corporation after their election.  At each annual meeting of stockholders of
the corporation following such initial classification and election, and except
as otherwise so fixed by or pursuant to the provisions of the corporation's
certificate of incorporation relating to the rights of the holders of any
series of Preferred Stock to elect additional directors under specified
circumstances and except as provided in Section 3.3 below in the case of
electing a successor to a director elected by the board of directors to fill a
vacancy occurring in the membership of the board of directors, directors
elected to succeed those directors whose terms expire at such annual meeting
shall be elected for a term or office to expire at the third succeeding annual
meeting of stockholders of the corporation after their election.  Any director
whose term of office has expired shall continue to hold office until his
successor shall be elected and qualify.

                 Section 3.2      Qualifications and Composition.  The
directors shall designate from among their members one director to serve as the
chairman of the board of the corporation, who shall serve at the pleasure of
the board of directors.  In the event that the president is not a member of the
board of directors or his term will expire at the next meeting at which
directors are to be elected, the board of directors shall nominate the
president to fill the first vacancy arising in the board of directors or to be
the successor with respect to the term which is expiring, as the case may be,
and, in the event of any vacancy created by the resignation, removal,
retirement or other termination of the president, the successor to the
president will be elected by the board of directors to fill the unexpired term
of the former president.  Of the remaining positions to be filled on the board
of directors of the corporation, board of directors shall not nominate any
persons who are officers or employees of the corporation if such nominees would
cause, upon their election, the board of directors of the corporation to have
more than three (3) members, including the president of the corporation, who
are also officers or employees of the corporation.  Directors need not be
stockholders.

                 Section 3.3      Vacancies; Removal.  Subject to the
certificate of incorporation of the corporation, vacancies and newly created
directorships resulting from any increase in the authorized number of directors
may be filled by a majority of the directors then in office, though





                                      8
<PAGE>   13

less than a quorum, or by a sole remaining director, and the directors so
chosen shall hold office until the next annual meeting of stockholders of the
corporation at which the term of the class of directors to which they have been
elected expires and until their successors are duly elected and shall qualify,
unless sooner removed.  If there are no directors in office, then an election
of directors may be held in the manner provided by statute.  If, at the time of
filling any vacancy or any newly created directorship, the directors then in
office shall constitute less than a majority of the Whole Board (as constituted
immediately prior to any such increase), the Court of Chancery may, upon
application of any stockholder or stockholders holding at least ten percent
(10%) of the total number of the shares at the time outstanding having the
right to vote for such directors, summarily order an election to be held to
fill any such vacancies or newly created directorships, or to replace the
directors chosen by the directors then in office.  Subject to the rights of the
holders of any series of Preferred Stock with respect to such series of
Preferred Stock, any director, or the entire board of directors, may be removed
from office at any time, without cause, but only by the affirmative vote of the
holders of at least seventy-five percent (75%) of the total number of votes
entitled to be cast by the holders of all of the shares of capital stock of the
corporation then entitled to vote generally in the election of directors.  The
holder of each share of capital stock entitled to vote thereon shall be
entitled to cast the same number of votes as the holder of such shares is
entitled to cast generally in the election of each director.  Subject to the
rights of holders of any series of Preferred Stock then outstanding, any
director, or the entire board of directors, may be removed from office at any
time, with cause, in the manner provided by law.

                 Section 3.4      Powers.  The business and operations of the
corporation shall be managed by or under the direction of its board of
directors which may exercise all such powers of the corporation and do all such
lawful acts and things as are not by statute or by the certificate of
incorporation or by these by-laws required to be exercised or done by the
stockholders.

                 Section 3.5      Place of Meetings.  The board of directors of
the corporation may hold meetings, both regular and special, either within or
outside the State of Delaware.

                 Section 3.6      Annual Meetings.  The first meeting of each
newly elected board of directors shall be held at the same place as the annual
meeting of the stockholders immediately following the adjournment thereof, and
no notice of such meeting shall be necessary to the newly elected directors in
order legally to constitute the meeting, provided a quorum shall be present.
In the event of the failure of the board of directors to hold such meeting at
the same place as the annual meeting of the stockholders immediately following
the adjournment thereof, the meeting may be held at such time and place as
shall be specified in a notice given as hereinafter provided for special
meetings of the board of directors, or as shall be specified in a written
waiver signed by all of the directors.

                 Section 3.7      Regular Meetings.  Regular meetings of the
board of directors may be held without notice at such time and at such place as
shall from time to time be determined by the board.

                 Section 3.8      Special Meetings.  Special meetings of the
board may be called by the chairman of the board or the president on three (3)
days' notice to each director, delivered in





                                      9
<PAGE>   14

the manner provided in Section 4.2 of these by-laws; special meetings shall be
called by the chairman of the board or the president in like manner and on like
notice upon the written request of two (2) directors.

                 Section 3.9      Quorum; Telephone Meetings.  At all meetings
of the board, a majority of the directors then constituting the total number of
the board, but not less than two (2) directors except when a board of one (1)
director is authorized and acting, then one director, shall constitute a quorum
for the transaction of business and the act of a majority of the directors
present at any meeting at which there is a quorum shall be the act of the board
of directors, except as may be otherwise specifically provided by statute or by
the certificate of incorporation.  If a quorum shall not be present at any
meeting of the board of directors the chairman of the board, if present, or the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.
Any director may participate in any meeting of the board of directors or a
committee of the board of directors by means of conference telephone or similar
communications equipment by means of which all persons participating in such
meeting can hear each other, and participation in a meeting pursuant to the
provisions of this Section 3.9 shall constitute presence in person at such
meeting.

                 Section 3.10     Action by Consent.  Unless otherwise
restricted by the certificate of incorporation or these by-laws, any action
required or permitted to be taken at any meeting of the board of directors or
of any committee thereof may be taken without a meeting, if all members of the
board 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 or
committee.

                 Section 3.11     Committees.  The board of directors may, by
resolution passed by a majority of the Whole Board, 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 thereof present at any meeting and not
disqualified from voting, whether or not such member or members constitute a
quorum, may unanimously appoint another member of the board of directors to act
at the meeting in the place of any such absent or disqualified member.  Any
such committee, to the extent provided in the resolution of the board of
directors, shall have and may exercise the powers and authority of the board of
directors in the management of the business and operations of the corporation,
and may authorize the seal of the corporation to be affixed to all papers which
may require it; but no such committee shall have the power or authority in
reference to amending the certificate of incorporation (except that a committee
may, to the extent authorized in any resolution or resolutions providing for
the issuance of shares of stock adopted by the board of directors as provided
in Section 151(a) of the General Corporation Law of the State of Delaware, or
any successor provision thereto, fix the designation and any of the preferences
or rights of such shares relating to dividends, redemption, dissolution, any
distribution of assets of the corporation or the conversion into, or the
exchange of such shares for, shares of any other class or classes or any other
series of the same or any other class or classes of stock of the corporation or
fix the number of shares of any series of stock or authorize the increase or
decrease of the shares of any series), adopting an agreement of merger or
consolidation, recommending to





                                      10
<PAGE>   15

the stockholders the sale, lease or exchange of all or substantially all of the
corporation's property and assets, recommending to the stockholders a
dissolution of the corporation or a revocation of a dissolution, or amending
the by-laws of the corporation; and, unless the resolution or the certificate
of incorporation expressly so provides, no such committee shall have the power
or authority to declare a dividend or to authorize the issuance of stock, or to
adopt a certificate of ownership and merger pursuant to Section 253 of the
General Corporation Law of the State of Delaware, or any successor provision
thereto.  Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the board of directors.

                 Section 3.12     Minutes of Committees.  Each committee shall
keep regular minutes of its meetings and report the same to the board of
directors when required.

                 Section 3.13     Compensation.  Unless otherwise restricted by
the certificate of incorporation, the board of directors shall have the
authority to fix the compensation of directors. 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
other compensation for directors nor shall it 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.

                 Section 3.14     Conflict of Interest.

                 (a)      No contract or other 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 the corporation's directors or officers
are directors or officers or have a financial interest, shall be void or
voidable solely for such reason, or solely because such director or directors
or officer or officers are present at or participates in the meeting of the
board of directors or a committee thereof which authorizes or approves the
contract or transaction, or solely because such director's or directors' votes
are counted for such purpose, if (1) the material facts as to such director's
or directors' relationships or interests and as to the contract or transaction
are disclosed or are known to the board of directors or the committee, and the
board 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 (2) the material facts as to
such director's or directors' relationships or interests 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 (3) 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.

                 (b)      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.





                                      11
<PAGE>   16


                                  ARTICLE 4

                                   NOTICES

                 Section 4.1      Notice to Stockholders.  Whenever, under the
provisions of applicable law or of the certificate of incorporation or of these
by-laws, notice is required to be given to any stockholder, it shall not be
construed to mean personal notice only, but such notice may be given in
writing, by mail, addressed to such stockholder, at such stockholder's address
as it appears on the records of the corporation, with postage thereon prepaid,
and such notice shall be deemed to be given at the time when the same shall be
deposited in the United States mail.

                 Section 4.2      Notice to Directors.  Whenever, under the
provisions of applicable law or of the certificate of incorporation or of these
by-laws, notice is required to be given to any director, it shall be delivered
by the chairman of the board, the president or the secretary to such director
within the time provided in Section 3.8 of these by-laws.  Such notice either
(i) may be in writing (A) delivered personally, (B) delivered by mailing to a
director at such director's address as it appears in the records of the
corporation, (C) delivered by telecopier or other means of electronic facsimile
transmission or (D) delivered by telegram or (ii) may be oral given either in
person or by telephone.  If mailed, such notice shall be deemed to be delivered
when deposited in the United States mail, so addressed, with postage thereon
prepaid.  If by telecopier or other electronic means of facsimile transmittal,
such notice shall be deemed delivered upon completion of transmittal from the
sender thereof, provided that it shall have been directed to such a place as is
reasonably calculated to cause actual receipt of such notice by such director.
If by telegram, such notice shall be deemed to be delivered when the telegram
is delivered to the telegraph company, provided that the notice shall have been
directed to such a place as is reasonably calculated to cause actual receipt of
such notice by such director.  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 any notice of such meeting, except for amendments to these by-
laws, as provided under Article IX.

                 Section 4.3      Waiver of Notice.  Whenever any notice is
required to be given under the provisions of the General Corporation Law of the
State of Delaware or of the certificate of incorporation or of these by-laws to
a stockholder or director, a waiver thereof in writing, signed by the person or
persons entitled to said notice, whether before or after the time stated
therein or the time of any meeting, shall be deemed equivalent to giving such
notice.  Attendance of a person at a meeting shall constitute a waiver of
notice of such meeting, except when the person 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.  Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the stockholders, directors, or members of a
committee of directors need be specified in any written waiver of notice unless
so required by statute or the certificate of incorporation.





                                      12
<PAGE>   17

                                  ARTICLE 5

                                   OFFICERS

                 Section 5.1      Officers.  The elected officers of the
corporation shall be a president, a secretary, a treasurer and such other
officers (including, without limitation, a chief financial officer or vice
president of finance) as the board of directors from time to time may deem
proper.  All officers elected by the board of directors shall each have such
powers and duties as generally pertain to their respective offices, subject to
the specific provisions of this Article V.  Such officers shall also have such
powers and duties as from time to time may be conferred by the board of
directors or any committee thereof.  The board of directors may from time to
time elect such other officers (including one or more assistant vice
presidents, assistant secretaries, assistant treasurers and assistant
controllers) and such agents, as may be necessary or desirable for the conduct
of the business of the corporation.  Any committee of the board of directors
may from time to time elect, or the president may appoint, officers and
assistant officers (including one or more assistant vice presidents, assistant
secretaries, assistant treasurers and assistant controllers, but excluding the
president, secretary, treasurer and other senior elected officers which shall
be elected solely by the board of directors) as may be necessary or desirable
for the conduct of the business of the corporation.  Such other officers and
agents shall have such duties and shall hold their offices for such terms as
shall be provided in these by-laws or as may be prescribed by the board of
directors or such committee or by the president, as the case may be.  Any
number of offices may be held by the same person unless the certificate of
incorporation otherwise provides.

                 Section 5.2      Compensation.  The salaries and other
compensation of all elected officers of the corporation shall be fixed from
time to time by the board of directors, and no such officer shall be prevented
from receiving such compensation by reason of the fact that he is also a
director of the corporation.

                 Section 5.3      Election and Term of Office.  The elected
officers of the corporation shall be elected annually by the board of directors
at the regular meeting of the board of directors held on the date of the annual
meeting of the stockholders.  If the election of officers shall not be held at
such meeting, such election shall be held as soon thereafter as convenient.
Each officer shall hold office until his successor shall have been duly elected
and shall have qualified or until his death or until he shall resign or be
removed from office.

                 Section 5.4      Removal.  Any officer elected, or agent
appointed, by the board of directors may be removed, with or without cause, by
the affirmative vote of a majority of the Whole Board.  Any officer elected by
a committee of the board of directors may be removed by said committee or the
board of directors, with or without cause.  Any officer or agent appointed by
the president may be removed by him or the board of directors or a committee
thereof, with or without cause. No elected officer or other officer or agent
shall have any contractual rights against the corporation for compensation by
virtue of such officer's or agent's election or appointment beyond the date of
the election or appointment of his successor, his death, his resignation or his
removal, whichever event shall first occur, except as otherwise provided in an
employment contract or under an employee benefit or deferred compensation plan.





                                      13
<PAGE>   18


                 Section 5.5      Vacancies.  A newly created elected office
and a vacancy in any elected office because of death, resignation, or removal
may be filled by the board of directors for the unexpired portion of the term
at any meeting of the board of directors.  Any vacancy in an office appointed
by the president because of death, resignation, or removal may be filled by the
president.

                 Section 5.6      Duties of Officers.  The officers of the
corporation, if and when elected by the board of directors of the corporation,
shall have the following duties:

                 (a)      President.  The president shall be the chief
executive officer of the corporation and, subject to the direction of the board
of directors, shall have the general and active management, supervision and
control of the business and all operations of the corporation.  The president
shall, when present, preside at all meetings of the stockholders and, in the
absence of the chairman of the board, shall preside at meetings of the board of
directors.  The president may sign certificates for shares of the corporation
and deeds, mortgages, bonds, contracts or other instruments on behalf of the
corporation except where required by law to be otherwise signed and executed
and except where the signing and execution thereof shall be expressly delegated
by the board of directors to some other officer or agent of the corporation.
In general, the president shall perform all duties incident to the office of
president and such other duties as may be prescribed by the board of directors.

                 (b)      Vice Presidents.  In the absence of the president or
in the event of the president's death or inability to act, the vice president
(or in the event there be more than one vice president, the vice presidents in
the order determined by the board of directors) shall perform the duties of the
president, and when so acting, shall have all the powers of and be subject to
all the restrictions upon the president.  Any vice president shall perform such
other duties as from time to time may be assigned to the vice president by the
president or the board of directors.

                 (c)      Secretary.  The secretary shall keep the minutes of
the proceedings of the stockholders and of the board of directors in one or
more books provided for that purpose; see that all notices are duly given in
accordance with the provisions of these bylaws or as required by law; be
custodian of the corporate records and of the seal of the corporation; see that
the seal of the corporation is affixed to all appropriate documents, the
execution of which on behalf of the corporation under its seal is duly
authorized; keep a register of the post office address of each stockholder
which shall be furnished to the secretary by such stockholder; sign with the
president or the treasurer certificates for shares of the corporation, the
issuance of which shall have been authorized by resolution of the board of
directors; have general charge of the stock transfer books of the corporation;
and in general perform all duties incident to the office of secretary and such
other duties as from time to time may be assigned to the secretary by the
president, or the board of directors.  If there is no treasurer of the
corporation, the secretary shall assume the authority and duties of treasurer.

                 (d)      Treasurer.  If there is a treasurer of the
corporation, he shall have charge and custody of and be responsible for all
funds and securities of the corporation, receive and give receipts for moneys
due and payable to the corporation from any source whatsoever, and deposit





                                      14
<PAGE>   19

all such moneys in the name of the corporation in such banks, trust companies
or other depositaries as may be designated by the board of directors, and in
general perform all of the duties incident to the office of treasurer and such
other duties as from time to time may be assigned to the treasurer by the
president, or by the board of directors. The treasurer may sign certificates
for shares of the corporation.  If required by the board of directors, the
treasurer shall give a bond for the faithful discharge of such treasurer's
duties in such sum and with such surety or sureties as the board of directors
shall determine.

                 (e)      Assistant Secretaries and Assistant Treasurers. The
assistant secretary, or if there shall be more than one, the assistant
secretaries in the order determined by the board of directors, shall, in the
absence or disability of the secretary, perform the duties and exercise the
powers of the secretary. The assistant treasurer, or, if there shall be more
than one, the assistant treasurers in the order determined by the board of
directors, shall, in the absence or disability of the treasurer, perform the
duties and exercise the powers of the treasurer.  The board of directors may
require any assistant treasurer to give a bond for the faithful discharge of
such assistant treasurer's duties in such sums and with such surety or sureties
as the board of directors shall determine.  The assistant secretaries and
assistant treasurers shall all perform such other duties as shall be assigned
to them by the secretary and treasurer, respectively, or by the president, or
the board of directors.


                                  ARTICLE 6

                            CERTIFICATES OF STOCK

                 Section 6.1      Certificates.  Every holder of stock in the
corporation shall be entitled to have a certificate, signed by, or in the name
of the corporation by, the president or a vice president, and by the treasurer
or an assistant treasurer or the secretary or an assistant secretary of the
corporation, certifying the number of shares owned by such holder of stock in
the corporation.  Certificates may be issued for partly paid shares and in such
case upon the face or back of the certificates issued to represent any such
partly paid shares, the total amount of the consideration to be paid therefor
and the amount paid thereon shall be stated.  If the corporation shall be
authorized to issue more than one class of stock or more than one series of any
class, the powers, designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such preferences and/or
rights shall be set forth in full or summarized on the face or back of the
certificate which the corporation shall issue to represent such class or series
of stock, provided that, except as otherwise provided in Section 202 of the
General Corporation Law of the State of Delaware, in lieu of the foregoing
requirements, there may be set forth on the face or back of the certificate
which the corporation shall issue to represent such class or series of stock, a
statement that the corporation will furnish without charge to each stockholder
who so requests the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or
series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.





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<PAGE>   20

                 Section 6.2      Signatures.  Any of or all the signatures on
the certificate may be 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 such person were such officer, transfer agent or registrar at
the date of issue.

                 Section 6.3      Lost, Stolen or Destroyed Certificates.  The
board of directors may direct a new certificate or certificates to be issued in
place of any certificate or certificates theretofore issued by the corporation
alleged to have been lost, stolen or destroyed, upon the making of an affidavit
of that fact by the person claiming the certificate of stock to be lost, stolen
or destroyed.  When authorizing such issue of a new certificate or
certificates, the board of directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or such owner's legal representative, to
advertise the same in such manner as it shall require and/or to give the
corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the corporation with respect to the certificate
alleged to have been lost, stolen or destroyed.

                 Section 6.4      Transfer of Stock.  Upon surrender to the
corporation or the transfer agent of the corporation of a certificate for
shares duly endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer, it shall be the duty of the corporation to
issue a new certificate to the person entitled thereto, cancel the old
certificate and record the transaction upon its books.

                 Section 6.5      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 any other
person, whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of the State of Delaware.



                                  ARTICLE 7

                               INDEMNIFICATION

                 Section 7.1      Indemnification.  The corporation shall
indemnify, and in connection with such indemnification may advance expenses to,
any person who is or was a director or officer of the corporation, and any
officer or director who is or was serving at the request of the corporation as
a director, officer, employee, partner or agent of another corporation,
partnership, joint venture, trust or other enterprise, to the fullest extent
permitted by law, including without limitation the General Corporation Law of
the State of Delaware.  If the amount, extent, or quality of indemnification
permitted by law should be in any way restricted after the adoption of these
by-laws, then the corporation shall indemnify such persons to the fullest
extent permitted by law as in effect at the time of the occurrence of the
omission or the act giving rise to the claimed liability




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<PAGE>   21

with respect to which indemnification is sought.  The indemnification and
advancement of expenses pursuant to this Article VII shall be in addition to,
and not exclusive of, any other right that the person seeking indemnification
may have under these by-laws, the certificate of incorporation, any separate
contract or agreement or applicable law.  The corporation shall have the power
in its discretion to indemnify any employee or agent of the corporation in the
same manner as the corporation is required to indemnify its officers and
directors under this Section 7.1

                 Section 7.2      Insurance.  The corporation may purchase and
maintain insurance on behalf of any person who is or was a director, officer,
agent or employee of the corporation, or any person who is or was serving at
the request of the corporation as a director, officer, partner, agent or
employee of another corporation, partnership, joint venture, trust, or other
enterprise, against any liability asserted against such person and incurred by
such person in any such capacity, or arising out of such person's status as
such, whether or not the corporation would have the power to indemnify such
person against such liability under applicable law.

                 Section 7.3      Survival of Right.  Any right to
indemnification or advancement of expenses provided by or granted pursuant to
this Article VII shall continue as to a person who has ceased to be a director
or officer of the corporation (and at the election of the corporation may
continue as to a person who has ceased to be an employee or agent of the
corporation) and shall inure to the benefit of the heirs, executors,
administrators and personal representatives of such an officer or director (and
may at the election of the corporation inure to the benefit of the heirs,
executors, administrators and personal representatives of agents and employees
of the corporation).


                                  ARTICLE 8

                              GENERAL PROVISIONS

                 Section 8.1      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 applicable law.  Dividends may be paid in cash,
in property, or in shares of the capital stock, subject to the provisions of
the certificate of incorporation and applicable law.  In order that the
corporation may determine the stockholders entitled to receive payment of any
dividend or other distribution, the board of directors may fix a record date,
which record date shall not precede the date upon which the resolution fixing
the record date is adopted, and which record date shall be not more than sixty
(60) days prior to such action.  If no record date is fixed, the record date
for determining stockholders for any such purpose shall be at the close of
business on the day on which the board of directors adopts the resolution
relating thereto.

                 Section 8.2      Reserves.  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
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





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such other purpose as the directors shall think conducive to the interest of
the corporation, and the directors may modify or abolish any such reserve in
the manner in which it was created.

                 Section 8.3      Checks.  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.

                 Section 8.4      Fiscal Year.  The fiscal year of the
corporation shall be fixed by resolution of the board of directors.

                 Section 8.5      Seal.  The corporate seal shall have
inscribed thereon the name of the corporation and the words "Corporate Seal"
and "Delaware."  The seal may be used by causing it or a facsimile thereof to
be impressed or affixed or reproduced or otherwise.

                 Section 8.6      Contracts.  Except as otherwise required by
law, the certificate of incorporation or these by-laws, any contracts or other
instruments may be executed and delivered in the name and on the behalf of the
corporation by such officer of officers of the corporation as the board of
directors may from time to time direct.  Such authority may be general or
confined to specific instances as the board may determine.  The president or
any vice president may execute bonds, contracts, deeds, leases and other
instruments to be made or executed for or on behalf of the corporation.
Subject to any restrictions imposed by the board of directors, the president or
any vice president of the corporation may delegate contractual powers to others
under his jurisdiction, it being understood, however, that any such delegation
of power shall not relieve such officer of responsibility with respect to the
exercise of such delegated power.

                 Section 8.7      Voting of Corporation's Securities.  Unless
otherwise ordered by the board of directors, the chairman of the board, the
president or any vice president, or such other officer as may be designated by
the board of directors to act in the absence of the chairman of the board, the
president or any vice president, shall have full power and authority on behalf
of the corporation to attend and to act and to vote, and to execute a proxy or
proxies empowering others to attend and to act and to vote, at any meetings of
security holders of any corporation in which the corporation may hold
securities, and at such meetings the chairman of the board, the president, or
such other officer of the corporation, or such proxy shall possess and may
exercise any and all rights and powers incident to the ownership of such
securities, and which as the owner thereof the corporation might have possessed
and exercised, if present.  The secretary or any assistant secretary may affix
the corporate seal to any such proxy or proxies so executed by the chairman of
the board, the president, or such other officer, and attest the same.  The
board of directors by resolution from time to time may confer like powers upon
any other person or persons.

                 Section 8.8      Procedure.  The accounts, books and records
of the corporation shall be audited upon the conclusion of each fiscal year by
an independent certified public accountant selected by the board of directors,
and it shall be duty of the board of directors to cause such audit to be done
annually.





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                 Section 8.9      Resignations.  Any director or any officer,
whether elected or appointed, may resign at any time by giving written notice
of such resignation to the president or the secretary, and such resignation
shall be deemed to be effective as of the close of business on the date said
notice is received by the president or the secretary, or at such later time as
is specified therein.  No formal action shall be required by the board of
directors or the stockholders to make any such resignation effective.


                                  ARTICLE 9

                             AMENDMENT OF BY-LAWS

                 These by-laws may be altered, amended, or repealed at any
meeting of the board of directors or of the stockholders, provided notice of
the proposed change was given in the notice of the meeting and, in the case of
a meeting of the board of directors, in a notice not less than two (2) days
prior to the meeting; provided, however, that, in the case of amendments by
stockholders, notwithstanding any other provisions of these by-laws or any
provision of law which might otherwise permit a lesser vote or no vote, but in
addition to any affirmative vote of the holders of any particular class or
series of the capital stock of the corporation required by law, the certificate
of incorporation or these by-laws, the affirmative vote of the holders of at
least seventy-five percent (75%) of the total votes of all of the then
outstanding shares of the Voting Stock, voting together as a single class,
shall be required to alter, amend or repeal any provision of these by-laws.





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<PAGE>   24



                              HISTORY OF BY-LAWS

1.       Initial Adoption - December 8, 1994.
2.       Amendment and Restatement -  February 17, 1995.
3.       Amendment and Restatement- May 16, 1997.




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