EXHIBIT 3.2

                                                        CONFORMED COPY INCLUDING
                                                          ALL AMENDMENTS THROUGH
                                                                     MAY 4, 2001



                              AMENDED AND RESTATED
                                     BYLAWS
                                       OF
                                SITEL CORPORATION
                                -----------------


                               ARTICLE I. OFFICES

     Section 1. Business  Offices.  The corporation may have such offices,  both
within  and  without  the  State of  Minnesota,  as the board of  directors  may
designate or as from time to time may be necessary or convenient for the conduct
of its business.

     Section 2. Registered  Office.  The registered office of the corporation in
the State of Minnesota  shall be at such location as the board of directors,  by
resolution,  may determine  from time to time in  accordance  with the Minnesota
Business Corporation Act.

                      ARTICLE II. MEETINGS OF SHAREHOLDERS

     Section  1. Time and Place of  Meetings;  Calling  of  Meetings.  An annual
meeting of  shareholders  shall be held each year for the  purpose  of  electing
directors and for the  transaction  of such other  business as properly may come
before the  meeting.  The date,  time and place of the annual  meeting  shall be
determined  by the chairman of the board;  if the chairman of the board does not
so act, then the president  shall  determine  the date,  time,  and place of the
annual  meeting;  and if the  president  does  not so act,  then  the  board  of
directors  shall  determine  the  date,  time and place of the  annual  meeting.
Special  meetings of shareholders for any other purpose may be held at such time
and place,  within or without the State of Minnesota,  as shall be stated in the
notice of the meeting or in a duly executed  waiver of notice  thereof.  Special
meetings of shareholders may be called by the chief executive officer, the chief
financial  officer,  two (2) or more directors,  the chairman of the board,  the
president,  or the holders of not less than ten percent (10%) of the outstanding
shares of the corporation entitled to vote at the meeting.

     Section 2. Notice.  Written or printed notice  stating the place,  day, and
hour of the  meeting  and,  in the case of a special  meeting,  the  purpose  or
purposes for which the meeting is called,  shall be delivered  not less than ten
(10) nor more than sixty  (60) days  before  the date of the  meeting.  All such
notices shall be delivered, either personally or by mail, by or at the direction
of the board of  directors,  the  chairman of the board,  the  president  or the
secretary,  to each shareholder of record entitled to vote at such meeting;  and
if mailed,  such notice  shall be deemed to be delivered  when


<PAGE>

deposited  in  the  United  States  mail,  postage  prepaid,  addressed  to  the
shareholder  at such  shareholder's  address as it appears on the records of the
corporation.  When a meeting is adjourned to another time or place,  notice need
not be  given  of the  adjourned  meeting  if the time  and  place  thereof  are
announced at the meeting at which the  adjournment  is taken.  At the  adjourned
meeting  the  corporation  may  transact  any  business  which  might  have been
transacted  at the original  meeting.  If the  adjournment  is for more than one
hundred  twenty  (120) days,  or if after the  adjournment  a new record date is
fixed for the adjourned meeting,  then a notice of the adjourned meeting,  shall
be given to each shareholder of record entitled to vote at the meeting.

     Section 3.  Shareholders  List; Stock Ledger.  The officer having charge of
the stock ledger of the  corporation  shall make,  at least ten (10) days before
every meeting of shareholders,  a complete list of the shareholders  entitled to
vote at such meeting arranged in alphabetical order,  showing the address of and
the number of shares registered in the name of each shareholder. Such list shall
be open to the  examination of any  shareholder,  for any purpose germane to the
meeting,  during usual  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,  or a
duplicate thereof, also shall be produced and kept open at the time and place of
the meeting and shall be subject to the inspection of any shareholder during the
whole time of the meeting. The stock ledger shall be the only evidence as to who
are the shareholders  entitled to examine the stock ledger, the list required by
this section,  or the books of the  corporation or to vote in person or by proxy
at any meeting of shareholders.

     Section 4. Quorum. A majority of the voting power of the shares entitled to
vote at a  meeting  of  shareholders,  present  in  person  or by  proxy,  shall
constitute a quorum at such meeting,  except as otherwise provided by applicable
law or by the  Articles  of  Incorporation.  If a quorum is not  present  at any
meeting of shareholders, then the holders of the shares present (in person or by
proxy)  and  entitled  to vote at the  meeting,  shall  have the  power,  by the
affirmative  vote of the  holders of a majority of such  shares,  to adjourn the
meeting to another time and place.

     Section 5. Vote Required.  Except as otherwise  provided by applicable law,
the Articles of Incorporation,  or these Bylaws,  and except with respect to the
election  of  directors,  if a quorum is present  (in person or by proxy) at any
meeting of  shareholders,  the affirmative  vote of the holders of a majority of
the voting  power of the shares  present  (in person or by proxy) at the meeting
and entitled to vote on the subject matter shall be the act of the shareholders.
If a quorum is present (in person or by proxy),  directors shall be elected by a
plurality of the votes cast.

     Section 6. Proxies. At all meetings of shareholders, a shareholder may vote
either in person or by proxy  executed in writing by the  shareholder  or by his
duly authorized  attorney-in-fact.  Such proxy shall be filed with the Secretary
of the  corporation  before or at the time of the  meeting.  Except as otherwise
required by applicable  law, or as otherwise  stated in the proxy, a proxy shall
be valid only for the meeting or meetings for which it is given or solicited and
any adjournment or adjournments thereof.

     Section 7. Voting Rights.  Except as otherwise  provided by applicable law,
by any  lawful  agreements  by or  among  shareholders,  or by the  Articles  of
Incorporation,  and  subject to Section 3

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of Article VI of these Bylaws,  the holder of each share entitled to vote on any
matter  submitted  to a vote of  shareholders  shall be entitled to one vote per
share on such matter.

     Section 8. Voting of Shares by Certain  Holders.  Shares of the corporation
standing in the name of another corporation may be voted by such officer, agent,
or proxy as the by-laws of such  corporation may prescribe or, in the absence of
such provision, as the board of directors of such corporation may determine.

     Shares of the corporation held by a personal  representative,  guardian, or
conservator  may be voted by him,  either  in  person  or by  proxy,  without  a
transfer of such shares into his name. Shares of the corporation standing in the
name of a trustee  may be voted by him,  either  in  person or by proxy,  but no
trustee  shall be entitled  to vote shares held by him without  transfer of such
shares into his name.

     Shares of the  corporation  standing in the name of a receiver may be voted
by such receiver,  and shares of the corporation held by or under the control of
a receiver  may be voted by him without the  transfer  thereof  into his name if
authority so to do be contained  in an  appropriate  order of the court by which
such receiver was appointed.

     A  shareholder  whose  shares are  pledged  shall be  entitled to vote such
shares until his shares have been transferred into the name of the pledgee,  and
thereafter the pledgee shall be entitled to vote the shares so transferred.

     Shares  of its  own  stock,  owned  by the  corporation  or held by it in a
fiduciary capacity,  shall not be voted, directly or indirectly,  at any meeting
and shall not be counted in determining  the total number of outstanding  shares
at any given time.

     Section 9. Informal Action. Any action required to be taken or which may be
taken at a meeting of  shareholders  may be taken without a meeting if a consent
in  writing,  setting  forth the action so taken,  shall be signed by all of the
shareholders entitled to vote with respect to the subject matter thereof.

     Section 10. Advance Notice of Shareholder Nominees

     Nominations  of persons for election to the board of directors  may be made
at a meeting of  shareholders  either (a) by or at the direction of the board of
directors  or (b)  by any  shareholder  entitled  to  vote  on the  election  of
directors at the meeting who has complied with the notice  procedures  set forth
in this Section.

     A shareholder who desires to nominate a person for election to the board of
directors at a meeting of  shareholders  must give timely  written notice of the
proposed  nomination (a "Shareholder's  Nominee Notice") to the secretary of the
corporation.  To be timely,  a Shareholder's  Nominee Notice must be received at
the principal  executive  offices of the  corporation not later than one hundred
twenty  (120)  calendar  days in  advance  of the  date  (month  and day) of the
previous year's annual proxy statement; provided, however, that in the event the
date of the forthcoming  annual meeting of shareholders has been changed by more
than thirty  (30) days from the date

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<PAGE>

contemplated at the time of the previous year's proxy statement, a Shareholder's
Nominee  Notice  must be  received  not later than the close of  business on the
tenth  (10th) day  following  the earlier of (a) the day on which  notice of the
date of the  forthcoming  meeting was mailed or given to shareholders or (b) the
day on which public disclosure of the date of the forthcoming  meeting was made;
and  provided   however,   that  in  respect  of  the  1999  annual  meeting  of
shareholders,  a  Shareholder's  Nominee  Notice  must be received no later than
January 3, 1999.

     A Shareholder's  Nominee Notice shall set forth as to each person,  if any,
whom the  shareholder  proposes to nominate  for  election or  re-election  as a
director (a) the name,  age,  business  address,  and residence  address of such
person, (b) the principal occupation or employment of such person, (c) the class
and number of shares of capital stock of the corporation  which are beneficially
owned by such person, (d) any other information  relating to such person that is
required by law or  regulation to be disclosed in  solicitations  of proxies for
the election of directors,  and (e) such person's written consent to being named
as a nominee  and to serve as a director  if elected.  A  Shareholder's  Nominee
Notice shall also set forth as to the shareholder giving the notice (a) the name
and  address,  as  they  appear  on  the  books  of  the  corporation,  of  such
shareholder,  (b) the  class  and  number  of  shares  of  capital  stock of the
corporation which are beneficially owned by such shareholder,  (c) a description
of all arrangements or understandings  between such shareholder and each nominee
and any other person or persons (naming such person or persons)  relating to the
nomination  proposed  to  be  made  by  such  shareholder,  and  (d)  any  other
information  required  by law or  regulation  to be  provided  by a  shareholder
intending to nominate a person for election as a director of the corporation.

     No person shall be eligible  for election as a director of the  corporation
unless  nominated in compliance  with the  procedures set forth in this Section.
The chairman of the meeting shall,  if the facts warrant,  determine and declare
at the meeting that a nomination was not made in compliance  with the procedures
prescribed by this Section;  any nomination which the chairman so determines and
declares  to be  non-compliant  with the  procedures  in this  Section  shall be
disregarded.

     Section 11. Advance Notice of Shareholder Business

     At an annual meeting of shareholders, only such business shall be conducted
as shall have been properly  brought before the meeting.  To be properly brought
before an annual meeting of  shareholders,  business must be (a) as specified in
the  notice  of the  meeting  (or any  supplement  thereto)  given  by or at the
direction of the board of directors,  (b) otherwise  properly brought before the
meeting  by or at the  direction  of the board of  directors,  or (c)  otherwise
properly brought before the meeting by a shareholder.

     Business to be brought before an annual meeting by a shareholder  shall not
be considered  properly  brought if the  shareholder has not given timely notice
thereof  in  writing  to the  secretary  of the  corporation  (a  "Shareholder's
Proposal  Notice").  To be  timely,  a  Shareholder's  Proposal  Notice  must be
received at the  principal  executive  offices of the  corporation  at least one
hundred twenty (120) calendar days in advance of the date (month and day) of the
previous year's annual proxy statement; provided, however, that in the event the
date of the forthcoming  annual meeting of shareholders has been changed by more
than thirty  (30) days from the date  contemplated  at the time of the  previous
year's proxy  statement,  a  Shareholder's  Proposal Notice must be received not
later

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than the close of business on the tenth (10th) day  following the earlier of (a)
the day on which notice of the date of the forthcoming annual meeting was mailed
or given to shareholders or (b) the date on which public  disclosure of the date
of the  forthcoming  annual  meeting was made;  and  provided  however,  that in
respect of the 1999 annual meeting of  shareholders,  a  Shareholder's  Proposal
Notice must be received no later than January 3, 1999.

     A  Shareholder's  Proposal  Notice  shall set forth as to each  matter  the
shareholder  proposes to bring before the annual meeting (a) a brief description
of the business  desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting,  (b) the name and address of
the shareholder  proposing such business,  (c) the class and number of shares of
capital  stock  of  the  corporation   which  are  beneficially   owned  by  the
shareholder,  (d) any material interest of the shareholder in such business, and
(e) any other  information  that is required by law or regulation to be provided
by the shareholder in its capacity as a proponent of a shareholder proposal.

     Notwithstanding anything in these Bylaws to the contrary, no business shall
be conducted at any annual meeting of shareholders except in compliance with the
procedures  set forth in this  Section.  The  chairman of the annual  meeting of
stockholders  shall, if the facts warrant,  determine and declare at the meeting
that business was not properly brought before the meeting in compliance with the
provisions of this Section;  any such business which the chairman determines and
declares was not properly brought before the meeting shall not be transacted.

                         ARTICLE III. BOARD OF DIRECTORS

     Section 1. General  Powers.  The  business  and affairs of the  corporation
shall  be  managed  by its  board  of  directors.  In  furtherance,  and  not in
limitation,  of the powers conferred by the Minnesota Business  Corporation Act,
the board of directors is expressly authorized to:

     (a) subject to the provisions of Article VII of these Bylaws, adopt, amend,
alter, change or repeal the Bylaws of the Corporation;  provided,  however, that
no Bylaws hereafter adopted shall invalidate any prior act of the directors that
would have been valid if such new Bylaws had not been adopted;

     (b) determine the rights,  powers, duties, rules and procedures that affect
the power of the board of  directors  to manage  and  direct  the  business  and
affairs  of the  corporation,  including  the  power to  designate  and  empower
committees of the board of directors, to elect, appoint and empower the officers
and other agents of the corporation, and to determine the time and place of, and
the  notice  requirements  for,  board  meetings,  as well as quorum  and voting
requirements for, and the manner of taking, board action; and

     (c)  exercise  all such powers and do all such acts as may be  exercised or
done by the  corporation,  subject to the  provisions of the Minnesota  Business
Corporation  Act,  the  Articles  of  Incorporation,   and  the  Bylaws  of  the
corporation.

     Section 2.  Number,  Election  and Term of Office.  The number of directors
which shall  constitute the Board of Directors  shall be nine (9). The directors
shall be divided into three classes,

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consisting  of  Classes  I, II,  and III,  with  each  class  having  three  (3)
directors.  The current term of office of the Class I directors  shall expire at
the 2002 annual meeting of shareholders. The current term of office of the Class
II  directors  shall  expire at the 2003  annual  meeting of  shareholders.  The
current  term of  office of the Class  III  directors  shall  expire at the 2001
annual meeting of  shareholders.  Directors  elected to succeed those  directors
whose terms have  thereupon  expired shall be elected to a term to expire at the
third (3rd) succeeding annual meeting of shareholders after their election,  and
upon the  election  and  qualification  of their  successors.  If the  number of
directors is changed,  any increase or decrease shall be  apportioned  among the
classes so as to maintain or attain,  if  possible,  the number of  directors in
each class as nearly  equal as  possible,  but in no case will a decrease in the
number of directors shorten the term of any incumbent director.

     Section 3. Resignation or Removal. Any director may resign at any time upon
written  notice  to the  corporation.  Any  director,  or the  entire  board  of
directors,  may be removed from office at any time, but only for cause, and only
at a regular  meeting  of the  shareholders  or at any  special  meeting  of the
shareholders  called for such  purpose,  if a quorum is present (in person or by
proxy), upon the affirmative vote of the holders of at least two-thirds (2/3) of
the voting  power of the shares  present  (in person or by proxy) at the meeting
and entitled to vote generally in the election of directors,  voting together as
a single class. Notwithstanding the foregoing, any director, other than James F.
Lynch,  who was an employee of the  corporation  at the time such  director  was
elected  may be  removed  from  office  at the  election  of a  majority  of the
remaining  directors if such director ceases,  for any reason, to be an employee
of the corporation.

     Section 4.  Vacancies.  Any  vacancies  in the board of  directors  for any
reason and any newly created  directorships  resulting by reason of any increase
in the number of directors may be filled only by the board of directors,  acting
by a majority of the remaining  directors  then in office,  although less than a
quorum,  or by a sole remaining  director,  and any directors so appointed shall
hold office until the next election of the class for which such  directors  have
been chosen  and, in either  instance,  until their  successors  are elected and
qualified or their earlier resignation or removal.

     Section 5. Annual Meeting. An annual meeting of each newly elected board of
directors shall be held without notice other than this bylaw immediately  after,
and at the same place as, the annual meeting of shareholders.

     Section 6. Other  Meetings  and Notice.  Regular  meetings,  other than the
annual  meeting,  of the board of directors may be held at such time and at such
place as from time to time shall be determined  by  resolution of the board;  at
least three (3) days'  notice of such  regular  meetings  shall be given to each
director either personally,  by telephone,  by mail, by facsimile, by telegraph,
or in any other  manner  reasonably  designed to provide such notice on a timely
basis.  Special  meetings of the board of  directors  may be called by or at the
request of the  chairman  of the board or the  president  on at least  three (3)
days' notice, or such shorter time as may be practical under the  circumstances,
to each director, given either personally,  by telephone, by mail, by facsimile,
by telegraph,  or in any other manner reasonably designed to provide such notice
on a timely basis; in like manner and on like notice,  the chairman of the board
or the president must call a special  meeting of the board of directors upon the
written request of a majority of the directors.

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     Section 7. Quorum.  A majority of the directors  currently  holding  office
shall  constitute  a  quorum  for the  transaction  of  business.  The vote of a
majority of directors present at a meeting at which a quorum is present shall be
the act of the board of directors.  If a quorum is not present at any meeting of
the board of directors,  then the directors  present at such meeting may adjourn
the meeting from time to time,  without  notice other than  announcement  at the
meeting,  until a quorum  shall be present.  If a quorum is present  when a duly
called or held  meeting is  convened,  the  directors  present  may  continue to
transact business until  adjournment,  even though the withdrawal of a number of
directors  originally present leaves less than the proportion otherwise required
for a quorum.

     Section 8.  Compensation.  By  resolution  of the board 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  any  combination  of a fixed  sum for
attendance  at each  meeting  of the  board of  directors,  a stated  salary  as
director and other  benefits,  including  stock  options.  No such payment shall
preclude any director  from serving the  corporation  in any other  capacity and
receiving compensation therefor.

     Section 9.  Presumption  of Assent.  A director of the  corporation  who is
present at a meeting of the board of directors at which action on any  corporate
matter is taken shall be  conclusively  presumed to have  assented to the action
taken  unless his or her dissent  shall be entered in the minutes of the meeting
or unless he or she shall file his or her  written  dissent to such  action with
the person acting as the secretary of the meeting before the adjournment thereof
or shall  forward  such  dissent  by  registered  mail to the  secretary  of the
corporation  immediately after adjournment of the meeting. Such right to dissent
shall not apply to a director who voted in favor of such action.

     Section 10. Committees.  The board of directors, by resolution adopted by a
majority  of the full board of  directors,  may  designate  from its  members an
executive committee,  an audit committee,  and a compensation  committee and may
designate  one or more  other  committees  which  shall  consist  of one or more
persons who need not be directors. Any such committee, to the extent provided in
such  resolution,  shall have and may exercise  the powers and  authority of the
board  of  directors  in the  management  of the  business  and  affairs  of the
corporation,  except as otherwise limited by statute, and may authorize the seal
of the  corporation  to be affixed to all papers which may require it. The board
of directors  may  designate  one or more  directors as alternate  members of an
executive committee,  an audit committee and a compensation  committee,  and may
designate one or more persons who need not be directors as alternate  members of
any other  committee,  who may replace any absent or disqualified  member at any
meeting of the committee.  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.  Each  committee  shall keep regular  minutes of its meetings and
report to the board of directors when required.

     Section 11. Committee  Rules.  Each committee of the board of directors may
fix its own rules of  procedure  and shall hold its meetings as provided by such
rules,  except as otherwise  may be provided by the  resolution  of the board of
directors designating such committee,  but in all cases the presence of at least
a majority of the members of such  committee  shall be necessary to constitute a
quorum.  In the event that a member of a committee and that member's  alternate,
if alternates are designated by the board of directors as provided in Section 10
of this Article III, are absent or

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disqualified,  the member or members of such  committee  present at a meeting of
such committee 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 place of any such absent or  disqualified
member.

     Section 12. Communications Equipment.  Members of the board of directors or
any  committee  of the  board of  directors  may  participate  in and act at any
meeting of such board or  committee  by means of  conference  telephone or other
similar communications  equipment by means of which all persons participating in
the meeting can simultaneously hear each other.  Participation in such a meeting
shall constitute  attendance and presence in person at the meeting of the person
or persons so participating.

     Section 13. Informal Action. Except as may be otherwise required by statute
or the Articles of  Incorporation,  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 a majority of the 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.

                              ARTICLE IV. OFFICERS

     Section 1. Number. The general officers of the corporation shall consist of
a chairman of the board, a chief executive officer, a chief financial officer, a
president,  one or more  executive  vice  presidents  (the number  thereof to be
determined by the board of directors), a secretary and a treasurer, each of whom
shall be elected by the board of  directors.  Such other  officers and assistant
officers  as the  board  of  directors  may deem  necessary  may be  elected  or
appointed by the board of directors.  Unless  prohibited by applicable  law, any
two or more offices may be held by the same person.

     Section 2. Election and Term of Office.  The officers of the corporation to
be elected by the board of directors  shall be elected  annually by the board of
directors at its first meeting held after each annual meeting of shareholders of
the corporation.  If the election of officers is not held at such meeting,  then
such  election  shall  be held as soon  thereafter  as may be  convenient.  Each
officer shall hold office until such  officer's  successor  shall have been duly
elected and qualified or until such officer's earlier  resignation or removal in
the manner provided in these Bylaws.

     Section  3.  Removal.  Any  officer  elected or  appointed  by the board of
directors may be removed by the board of directors  whenever in its judgment the
best interests of the corporation will be served thereby, but such removal shall
be without prejudice to the contract rights, if any, of the person so removed.

     Section 4. Vacancies.  A vacancy in an office may be filled by the board of
directors for the unexpired portion of the term of such office.

     Section 5. Chief  Executive  Officer.  The chief  executive  officer of the
corporation  shall have the  powers and  perform  the  duties  incident  to that
position.  Subject  to  directions  given by the board of  directors,  the chief
executive  officer  shall be in general and active  charge of the  business

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and affairs of the corporation and shall be the chief  policy-making  officer of
the  corporation.  The chief  executive  officer shall see that all  directions,
orders,  and resolutions of the board of directors are carried out. Whenever the
Chairman  of the  Board is  unable  to  preside  at a  meeting  of the  Board of
Directors,  the chief  executive  officer  shall  preside at all meetings of the
board of directors and stockholders and shall have such other powers and perform
such other  duties as may be  prescribed  by the board of directors or as may be
provided  in these  Bylaws.  The chief  executive  officer  may sign any  deeds,
mortgages,  bonds,  contracts, or other instruments which the board of directors
has  authorized to be executed,  except in cases where the signing and execution
thereof  shall be  expressly  delegated  by the board of  directors  or by these
Bylaws to some other officer or agent of the corporation or shall be required by
law to be done  otherwise.  Whenever the president is unable to serve, by reason
of sickness,  absence,  or  otherwise,  the chief  executive  officer also shall
perform all duties and exercise all powers of the president.

     Section 6.  Chairman of the Board.  The chairman of the board shall preside
at meetings  of the board of  directors  and  meetings  of  shareholders  of the
corporation.  If the chairman of the board is the chief executive officer,  then
he or she also shall perform the duties assigned in these Bylaws or by the board
of directors to the chief executive officer. If the chairman of the board is not
the chief executive  officer,  then he or she shall perform such other duties as
from time to time shall be  specified  by the board of  directors or assigned to
him or her by the chief executive officer.

     Section 7. President. If the president is the chief executive officer, then
he or she shall  perform the duties  assigned in these Bylaws or by the board of
directors  to the chief  executive  officer.  If the  president is not the chief
executive officer, then he or she shall perform such duties as from time to time
shall be assigned to him or her by the board of directors or the chief executive
officer and, unless  otherwise  specified by the board of directors,  shall have
the powers and perform the duties of the chief  executive  officer  whenever the
chief  executive  officer is unable to act by reason of  sickness,  absence,  or
other cause. If the  corporation  does not have a chairman of the board or chief
executive officer,  then the president shall preside at meetings of the board of
directors and meetings of shareholders of the corporation.

     Section 8. Chief  Financial  Officer.  The chief  financial  officer shall,
subject to  directions  given by the board of directors  or the chief  executive
officer,  oversee the financial affairs of the corporation.  The chief financial
officer  shall perform such duties as from time to time shall be assigned to him
or her by the board of directors or the chief executive officer.

     Section 9. Executive Vice  Presidents.  The executive vice presidents shall
assist the chief executive officer in the  administration,  general  management,
and  direction  of the  corporation's  business and affairs with respect to such
matters  as may be  assigned  to them  by the  board  of  directors,  the  chief
executive officer or the president. Whenever the chief executive officer and the
president (if the president is not the chief executive  officer) both are unable
to serve by reason of sickness,  absence, or other cause, the regular powers and
duties of their offices  shall be exercised and performed by the executive  vice
presidents,  in the order of their seniority in such office, except as otherwise
specified by the board of directors.

     Section 10. Divisional Presidents.  The Chief Executive Officer may appoint
a manager of each separate  division of the  corporation  who shall be given the
title of "president" followed by the designation of such separate division,  but
who  shall  not  be a  general  officer  of  the  corporation.

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Such  divisional  "president"  shall  exercise only such powers and perform only
such duties with respect to each such separate  division as shall be assigned to
him or her by the Chief  Executive  Officer from time to time, and shall have no
authority  or  power  to bind  or  obligate  the  corporation,  nor to sign  any
documents on behalf of the corporation  except as has been expressly assigned to
him or her by the Chief Executive Officer from time to time.

     Section  11.  Senior Vice  Presidents.  The senior  vice  presidents  shall
perform such duties and have such powers as may be assigned to them from time to
time by the board of directors,  the chief executive officer, the president,  or
the chief financial officer. Whenever the chief executive officer, the president
(if the  president  is not the chief  executive  officer),  the chief  financial
officer,  and any executive vice presidents who have been elected all are unable
to serve by reason of sickness,  absence, or other cause, the regular powers and
duties of their  offices  shall be  exercised  and  performed by the senior vice
presidents,  in the order of their seniority in such office, except as otherwise
specified by the board of directors.

     Section 12. Vice  Presidents.  The vice  presidents  (if any) shall perform
such duties and have such powers as may be assigned to them from time to time by
the board of directors,  the chief executive  officer,  or the president (if the
president is not the chief executive officer).

     Section 13. The  Secretary  and  Assistant  Secretaries.  Unless  otherwise
provided by the board of directors,  the secretary  shall attend all meetings of
the board of directors and all meetings of  shareholders  of the corporation and
record  all the  proceedings  of such  meetings  in a book to be kept  for  that
purpose and shall  perform  similar  duties for the standing  committees  of the
board of directors  when  required.  The  secretary  shall give,  or cause to be
given,  notice of all meetings of shareholders and special meetings of the board
of directors;  shall perform such other duties as may be prescribed by the board
of directors, the chief executive officer, or the president (if the president is
not the chief executive  officer);  and shall have custody of the corporate seal
of the  corporation.  The  secretary,  or an  assistant  secretary,  shall  have
authority  to affix the  corporate  seal of the  corporation  to any  instrument
requiring it; and when so affixed,  the corporate seal of the corporation may be
attested by the signature of the secretary or by the signature of such assistant
secretary.  The  board of  directors  may give  general  authority  to any other
officer to affix the seal of the corporation and to attest the affixing  thereof
by his or her signature.  The assistant secretary, or if there be more than one,
the assistant secretaries in the order determined by the board of directors, the
chief executive officer,  or the secretary,  shall, in the absence or disability
of the  secretary,  perform the duties and exercise the powers of the  secretary
and shall  perform  such other duties and have such other powers as the board of
directors,  the chief executive officer,  or the secretary from time to time may
prescribe.

     Section 14. The Treasurer and Assistant Treasurer. The treasurer shall have
or supervise the custody of the corporation's funds and securities;  shall keep,
or cause to be kept, full and accurate accounts of receipts and disbursements in
books belonging to the corporation; shall deposit, or cause to be deposited, all
monies  and other  valuable  effects of the  corporation  in the name and to the
credit of the  corporation;  and  shall  render  an  accounting  to the board of
directors,  the chief executive officer,  and the president (if the president is
not the chief executive officer) whenever requested or required.  If required by
the board of directors,  the treasurer shall give the corporation a bond in such
sum and with such surety or sureties  as shall be  satisfactory  to the board

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of  directors  for the  faithful  performance  of the  duties  of the  office of
treasurer  and for the  restoration  to the  corporation,  in case of his or her
death,  resignation,  retirement,  or removal from office, of all books, papers,
vouchers,  money, and other property of whatever kind in the possession or under
the  control  of the  treasurer  belonging  to the  corporation.  The  assistant
treasurer,  or if there be more than one, the assistant  treasurers in the order
determined  by the board of  directors,  the  chief  executive  officer,  or the
treasurer,  shall,  in the absence or disability of the  treasurer,  perform the
duties and exercise  the powers of the  treasurer  and shall  perform such other
duties and have such other powers as the board of directors, the chief executive
officer, or the treasurer from time to time may prescribe.

     Section 15. Other Officers and Assistant  Officers.  Officers and assistant
officers,  if any, other than those whose  positions and duties are provided for
in these  Bylaws,  shall have such  authorities  and perform such duties as from
time to time may be prescribed by resolution of the board of directors.

     Section 16. Salaries. The salaries of the officers of the corporation shall
be fixed from time to time by or at the direction of the board of directors, and
no officer shall be prevented  from  receiving such salary by reason of the fact
that such officer also is a Director of the corporation.

                          ARTICLE V. STOCK CERTIFICATES

     Section 1. Form. 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
chairman of the board,  the president,  or a vice president and by the secretary
or an assistant  secretary of the  corporation,  certifying the number of shares
owned by such holder in the corporation.  Where a certificate is signed (a) by a
transfer agent other than the  corporation or its employee or (b) by a registrar
other than the  corporation or its employee,  the signature of any such chairman
of the board, president,  vice president,  secretary, or assistant secretary may
be a  facsimile.  In case any  officer or  officers  who have  signed,  or whose
facsimile  signature or signatures  have been used on, any such  certificate  or
certificates  shall cease to be such  officer or  officers  of the  corporation,
whether because of death, resignation,  or otherwise, before such certificate or
certificates  have  been  delivered  by the  corporation,  such  certificate  or
certificates  nevertheless  may be issued and  delivered as though the person or
persons who sign such  certificate or certificates or whose facsimile  signature
or  signatures  have been used  thereon  had not  ceased to be such  officer  of
officers of the corporation.  All certificates for shares shall be consecutively
numbered  or  otherwise  identified.  The name of the  person to whom the shares
represented  thereby  are  issued,  with the number of shares and date of issue,
shall be entered on the books of the corporation.  All certificates  surrendered
to the corporation for transfer shall be cancelled; and no new certificate shall
be  issued  in  replacement  of an  outstanding  certificate  until  the  former
certificate  for a like  number  of  shares  shall  have  been  surrendered  and
cancelled,  except as  otherwise  provided  in Section 2 of this  Article V with
respect to lost, stolen, or destroyed certificates.  If the corporation shall be
authorized  to issue more than one class of stock or more than one series of any
class, the designations,  preferences, and relative, participating, optional, or
other special  rights of the various  classes of stock or series thereof and the
qualifications,  limitations,  or restrictions  of such rights,  together with a
statement of the  authority of the board of directors to determine  the relative
rights and  preferences of subsequent  classes or series,  shall be set forth in
full on the face or back of the certificate which the corporation shall

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issue to represent  such stock,  or, in lieu  thereof,  such  certificate  shall
contain a  statement  that the stock is, or may be,  subject to certain  rights,
preferences,  or restrictions and that a statement of the same will be furnished
without charge by the  corporation  upon request by any  shareholder.  Except as
otherwise  required by this bylaw or applicable law,  certificates for shares of
the corporation shall be in such form as the board of directors may approve from
time to time.

     Section  2. Lost  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 issuance of a new  certificate or  certificates,  the board of
directors may, in its discretion and as the condition  precedent to the issuance
thereof,  require the owner of such lost,  stolen,  or destroyed  certificate or
certificates, or his or her legal representative, to give the corporation a bond
in such sum as the board of directors 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 3. Transfer of Shares.  Transfer of shares of the corporation shall
be made only on the stock  transfer  books of the  corporation  by the holder of
record thereof or by his legal representative, who shall furnish proper evidence
of authority  to  transfer,  or by his attorney  thereunto  duly  authorized  by
power-of-attorney  duly executed and filed with the Secretary of the corporation
or with a transfer agent appointed  pursuant to these Bylaws,  and only upon the
surrender for  cancellation of the  certificate or certificates  for such shares
properly  endorsed  and the payment of all transfer  taxes.  Except as otherwise
provided in these Bylaws or by  applicable  law, the person in whose name shares
stand on the books of the  corporation  shall be deemed by the corporation to be
the owner thereof for all purposes. The Board of Directors from time to time may
make such  additional  rules and  regulations,  consistent with these Bylaws and
applicable  law, as it may deem expedient  concerning the issue,  transfer,  and
registration of the shares of the corporation.

     Section 4. Transfer Agents and Registrars. The Board of Directors from time
to time may appoint one or more transfer  agents and one or more  registrars and
may require all certificates for shares of the corporation to bear the signature
or signatures of any of them.

                         ARTICLE VI. GENERAL PROVISIONS

     Section 1. Fiscal Year. The fiscal year of the  corporation  shall be fixed
by resolution of the board of directors.

     Section 2. Seal. The corporation shall have a corporate seal. The corporate
seal shall have  inscribed  thereon  the name of the  corporation  and the words
"Corporate  Seal" and  "Minnesota." The corporate seal may be used by causing it
or a facsimile  thereof to be impressed or affixed or  reproduced  or otherwise.
Except as otherwise required by this bylaw or applicable law, the corporate seal
shall be in such form as a board of directors may approve from time to time.

     Section  3.  Fixing  a  Record  Date.   For  the  purpose  of   determining
shareholders  entitled to notice of or to vote at any meeting of shareholders or
any adjournment  thereof, or entitled to receive

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<PAGE>

payment of any dividend, or in order to make a determination of shareholders for
any other proper  purpose,  the board of directors of the  corporation may fix a
record  date not more than  sixty (60) days  before the date of any such  action
specified  above.  If  no  record  date  is  fixed  for  the   determination  of
shareholders  entitled to notice of or to vote at a meeting of  shareholders  or
shareholders  entitled to receive payment of a dividend,  then the date on which
notice of the meeting is mailed or the date on which the resolution of the board
of directors  declaring  such dividend is adopted,  as the case may be, shall be
the record date for such determination of shareholders.  When a determination of
shareholders  entitled to vote at any meeting of  shareholders  has been made as
provided in this  section,  such  determination  shall apply to any  adjournment
thereof.

     Section 4.  Securities  or Other  Interests  Owned by  Corporation.  Voting
securities  or  other  interests  in  any  other  corporation,  partnership,  or
association  held by the  corporation may be voted by the chairman of the board,
the chief  executive  officer,  the president,  or any executive vice president,
unless  the  board of  directors  specifically  confers  authority  to vote with
respect  thereto,  which  authority  may be  general  or  confined  to  specific
instances,  upon some other  person or officer.  Any person  authorized  to vote
securities  or other  interests  shall have the power to appoint  proxies,  with
general power of substitution.

     Section 5. Waiver of Notice.  Whenever notice is required to be given under
any  provision  of the  Minnesota  Business  Corporation  Act or the Articles of
Incorporation  or Bylaws,  a written  waiver,  signed by the person  entitled to
notice,  whether  before  or after  the time  stated  therein,  shall be  deemed
equivalent to 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 shareholders, directors, or members of a committee
of directors need be specified in any written waiver of notice.

                             ARTICLE VII. AMENDMENTS

     Except as  otherwise  required  by law,  these  Bylaws  may be  amended  or
repealed, if a quorum is present (in person or by proxy), at any regular meeting
of the  shareholders or at any special meeting of the  shareholders if notice of
such amendment or repeal is contained in the notice of such special meeting and,
subject to the power of the shareholders to amend or repeal, these Bylaws may be
amended  or  repealed  by action of the board of  directors  at any  regular  or
special meeting; provided,  however, that the board of directors shall not amend
or repeal any of the  provisions  of Article  III (Board of  Directors)  or this
Article  VII,  which  provisions  shall be  amended  or  repealed  only upon the
affirmative  vote of at least two-thirds (2/3) of the voting power of the shares
present  (in  person or by proxy) at the  meeting  and  entitled  to vote on the
subject matter.