<PAGE>

                                  EXHIBIT 3.2

                                   BYLAWS OF
                          SIZZLER INTERNATIONAL, INC.
                           (a Delaware corporation)
                           as amended June 16, 1999


                                   ARTICLE I

                                    OFFICES


     SECTION 1.01  Registered Office. The registered office of Sizzler
International, Inc. (hereinafter called the "Corporation") in the State of
Delaware shall be at 1013 Centre Road, Wilmington, Delaware, New Castle County,
and the name of the registered agent at that address shall be Corporation
Service Company.

     SECTION 1.02  Principal Office. The principal office for the transaction of
the business of the Corporation shall be at 6101 West Centinela Avenue, Suite
200, Culver City, California, Los Angeles County. The Board of Directors
(hereinafter called the "Board") is hereby granted full power and authority to
change said principal office from one location to another.

     SECTION 1.03  Other Offices. The Corporation may also have an office or
offices at such other place or places, either within or without the State of
Delaware, as the Board may from time to time determine or as the business of the
Corporation may require.


                                  ARTICLE II

                           MEETINGS OF STOCKHOLDERS


     SECTION 2.01  Annual Meetings. Annual meetings of the stockholders of the
Corporation for the purpose of electing directors and for the transaction of
such other proper business as may come before such meetings may be held at such
time, date and place as the Board shall determine by resolution.

     SECTION 2.02  Special Meetings. Special meetings of the stockholders of the
Corporation for any purpose or purposes may be called at any time by the Board,
or by a committee of the Board which has been duly designated by the Board and
whose powers and authority, as provided in a resolution of the Board or in the
Bylaws, include the power to call such meetings, but such special meetings may
not be
<PAGE>

called by any other person or persons; provided, however, that if and to the
extent that any special meeting of stockholders may be called by any other
person or persons specified in any provisions of the Certificate of
Incorporation or any amendment thereto or any certificate filed under Section
151(g) of the Delaware General Corporation Law (or its successor statute as in
effect from time to time hereafter), then such special meeting may also be
called by the person or persons, in the manner, at the times and for the
purposes so specified.

     SECTION 2.03  Place of Meetings. All meetings of the stockholders shall be
held at such places, within or without the State of Delaware, as may from time
to time be designated by the person or persons calling the respective meeting
and specified in the respective notices or waivers of notice thereof.

     SECTION 2.04  Notice of Meetings. Except as otherwise required by law,
notice of each meeting of the stockholders, whether annual or special, shall be
given not less than ten (10) nor more than sixty (60) days before the date of
the meeting to each stockholder of record entitled to vote at such meeting by
delivering a typewritten or printed notice thereof to him personally, or by
depositing such notice in the United States mail, in a postage prepaid envelope,
directed to him at his post office address furnished by him to the Secretary of
the Corporation for such purpose or, if he shall not have furnished to the
Secretary his address for such purpose, then at his post office address last
known to the Secretary, or by transmitting a notice thereof to him at such
address by telegraph, cable, or wireless. Except as otherwise expressly required
by law, no publication of any notice of a meeting of the stockholders shall be
required. Every notice of a meeting of the stockholders shall state the place,
date and hour of the meeting, and, in the case of a special meeting, shall also
state the purpose or purposes for which the meeting is called. Notice of any
meeting of stockholder shall not be required to be given to any stockholder who
shall have waived such notice and such notice shall be deemed waived by any
stockholder who shall attend such meeting in person or by proxy, except as a
stockholder who shall attend such 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. Except as otherwise expressly
required by law, notice of any adjourned meeting of the stockholders need not be
given if the time and place thereof are announced at the meeting at which the
adjournment is taken.

     SECTION 2.05  Quorum. Except in the case of any meeting for the election of
directors summarily ordered as provided by law, the holders of record of a
majority in voting interest of the shares of stock of the Corporation entitled
to be voted thereat, present in person or by proxy, shall constitute a quorum
for the transaction of business at any meeting of the stockholders of the
Corporation or any adjournment thereof. In the absence of a quorum at any
meeting or any adjournment thereof, a majority in voting interest of the
stockholders present in person or by proxy and entitled to vote thereat or, in
the absence therefrom of all the stockholders, any officer entitled to preside
at, or to act as secretary of, such meeting may adjourn such meeting

                                       2
<PAGE>

from time to time. At any such adjourned meeting at which a quorum is present
any business may be transacted which might have been transacted at the meeting
as originally called.

     SECTION 2.06  Voting.

          (a)  Each stockholder shall, at each meeting of the stockholders, be
     entitled to vote in person or by proxy each share or fractional share of
     the stock of the Corporation having voting rights on the matter in question
     and which shall have been held by him and registered in his name on the
     books of the Corporation:

               (i)  on the date fixed pursuant to Section 6.05 of these Bylaws
          as the record date for the determination of stockholders entitled to
          notice of and to vote at such meeting, or

               (ii) if no such record date shall have been so fixed, then (a) at
          the close of business on the day next preceding the day on which
          notice of the meeting shall be given or (b) if notice of the meeting
          shall be waived, at the close of business on the day next preceding
          the day on which the meeting shall be held.

          (b)  Shares of its own stock belonging to the Corporation or to
     another corporation, if a majority of the shares entitled to vote in the
     election of directors in such other corporation is held, directly or
     indirectly, by the Corporation, shall neither be entitled to vote nor be
     counted for quorum purposes. Persons holding stock of the Corporation in a
     fiduciary capacity shall be entitled to vote such stock. Persons whose
     stock is pledged shall be entitled to vote, unless in the transfer by the
     pledgor on the books of the Corporation he shall have expressly empowered
     the pledgee to vote thereon, in which case only the pledgee, or his proxy,
     may represent such stock and vote thereon. Stock having voting power
     standing of record in the names of two or more persons, whether
     fiduciaries, members of a partnership, joint tenants in common, tenants by
     entirety or otherwise, or with respect to which two or more persons have
     the same fiduciary relationship, shall be voted in accordance with the
     provisions of the General Corporation Law of the State of Delaware.

          (c)  Any such voting rights may be exercised by the stockholder
     entitled thereto in person or by his proxy appointed by an instrument in
     writing, subscribed by such stockholder or by his attorney thereunto
     authorized and delivered to the secretary of the meeting; provided,
     however, that no proxy shall be voted or acted upon after three years from
     its date unless said proxy shall provide for a longer period. The
     attendance at any meeting of a stockholder who may theretofore have given a
     proxy shall not have the effect of revoking the same unless he shall in
     writing so notify the secretary of the

                                       3
<PAGE>

     meeting prior to the voting of the proxy. At any meeting of the
     stockholders all matters, except as otherwise provided in the Certificate
     of Incorporation, in these Bylaws or by law, shall be decided by the vote
     of a majority in voting interest of the stockholders present in person or
     by proxy and entitled to vote thereat and thereon, a quorum being present.
     The vote at any meeting of the stockholders on any question need not be by
     ballot, unless so directed by the chairman of the meeting. On a vote by
     ballot each ballot shall be signed by the stockholder voting, or by his
     proxy, if there be such proxy, and it shall state the number of shares
     voted.

     SECTION 2.07  List of Stockholders. The Secretary of the Corporation shall
prepare and make, at least ten (10) days before every meting 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.

     SECTION 2.08  Judges. If at any meeting of the stockholders a vote by
written ballot shall be taken on any question, the chairman of such meeting may
appoint a judge or judges to act with respect to such vote. Each judge so
appointed shall first subscribe an oath faithfully to execute the duties of a
judge at such meeting with strict impartiality and according to the best of his
ability. Such judges shall decide upon the qualification of the voters and shall
report the number of shares represented at the meeting and entitled to vote on
such question, shall conduct and accept the votes, and, when the voting is
completed, shall ascertain and report the number of shares voted respectively
for and against the question. Reports of judges shall be in writing and
subscribed and delivered by them to the Secretary of the Corporation. The judges
need not be stockholders of the Corporation, and any officer of the Corporation
may be a judge on any question other than a vote for or against a proposal in
which he shall have a material interest.

     SECTION 2.09  Advance Notice of Stockholder Proposals and Stockholder
Nominations.

          (a)  At any meeting of the stockholders, only such business shall be
     conducted as shall have been brought before the meeting (i) by or at the
     direction of the Board or (ii) by any stockholder of the Corporation who
     complies with the notice procedures set forth in this Section 2.09(a). For
     business to be properly brought before any meeting of the stockholders by a

                                       4
<PAGE>

     stockholder, the stockholder must have given notice thereof in writing to
     the Secretary of the Corporation not less than 90 days in advance of such
     meeting or, if later, the seventh day following the first public
     announcement of the date of such meeting. A stockholder's notice to the
     Secretary shall set forth as to each matter the stockholder proposes to
     bring before the meeting (1) a brief description of the business desired to
     be brought before the meeting and the reasons for conducting such business
     at the meeting, (2) the name and address, as they appear on the
     Corporation's books, of the stockholder proposing such business, (3) the
     class and number of shares of the Corporation that are beneficially owned
     by the stockholder, and (4) any material interest of the stockholder in
     such business. In addition, the stockholder making such proposal shall
     promptly provide any other information reasonably requested by the
     Corporation. Notwithstanding anything in these Bylaws to the contrary, no
     business shall be conducted at any meeting of the stockholders except in
     accordance with the procedures set forth in this Section 2.09. The Chairman
     of any such meeting shall direct that any business not properly brought
     before the meeting shall not be considered.

          (b)  Nominations for the election of directors may be made by the
     Board or by any stockholder entitled to vote in the election of directors;
     provided, however, that a stockholder may nominate a person for election as
     a director at a meeting only if written notice of such stockholder's intent
     to make such nomination has been given to the Secretary of the Corporation
     not later than 90 days in advance of such meeting or, if later, the seventh
     day following the first public announcement of the date of such meeting.
     Each such notice shall set forth: (i) the name and address of the
     stockholder who intends to make the nomination and of the person or persons
     to be nominated; (ii) a representation that the stockholder is a holder of
     record of stock of the Corporation entitled to vote at such meeting and
     intends to appear in person or by proxy at the meeting and nominate the
     person or persons specified in the notice; (iii) a description of all
     arrangements or understandings between the stockholder and each nominee and
     any other person or persons (naming such person or persons) pursuant to
     which the nomination or nominations are to be made by the stockholder; (iv)
     such other information regarding each nominee proposed by such stockholder
     as would be required to be included in a proxy statement filed pursuant to
     the proxy rules of the United States Securities and Exchange Commission had
     the nominee been nominated, or intended to be nominated, by the Board; and
     (v) the consent of each nominee to serve as a director of the Corporation
     if so elected. In addition, the stockholder making such nomination shall
     promptly provide any other information reasonably requested by the
     Corporation. No person shall be eligible for election as a director of the
     Corporation unless nominated in accordance with the procedures set forth in
     this Section 2.09 (b). The Chairman of any meeting of stockholders shall
     direct that any nomination not made in accordance with these procedures be
     disregarded.

                                       5
<PAGE>

                                  ARTICLE III

                              BOARD OF DIRECTORS


     SECTION 3.01  General Powers. The property, business and affairs of the
Corporation shall be managed by the Board.

     SECTION 3.02  Number and Term of Office. The authorized number of directors
of the Corporation shall be seven (7) and such authorized number shall not be
changed except by a Bylaw or amendment thereof duly adopted by the stockholders
in accordance with the Certificate of Incorporation or by the Board amending
this Section 3.02. Each of the directors of the Corporation shall hold office
until his successor shall have been duly elected and shall qualify or until he
shall resign or shall have been removed in the manner hereinafter provided.

     SECTION 3.03  Election of Directors. The directors shall be elected by the
stockholders of the Corporation, and at each election the persons receiving the
greatest number of votes, up to the number of directors then to be elected,
shall be the persons then elected. The election of directors is subject to any
provisions contained in the Certificate of Incorporation relating thereto,
including any provisions for a classified board and for cumulative voting.
Nominations of persons to serve as directors must be submitted to the Secretary
of the Corporation not less than ten (10) days prior to the meeting of
stockholders at which directors shall be elected.

     SECTION 3.04  Resignations. Any director of the Corporation may resign at
any time by giving written notice to the Board or to the Secretary of the
Corporation. Any such resignation shall take effect at the time specified
therein, or, if the time be not specified, it shall take effect immediately upon
its receipt; and unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

     SECTION 3.05  Vacancies. Except as otherwise provided in the Certificate of
Incorporation, any vacancy in the Board, whether because of death, resignation,
disqualification, an increase in the number of directors, or any other cause,
may be filled by vote of the majority of the remaining directors, although less
than a quorum. Each director so chosen to fill a vacancy shall hold office until
his successor shall have been elected and shall qualify or until he shall resign
or shall have been removed.

     SECTION 3.06  Place of Meeting, Etc. The Board may hold any of its meetings
at such place or places within or without the State of Delaware as the Board may
from time to time by resolution designate or as shall be designated by the
person

                                       6
<PAGE>

or persons calling the meeting or in the notice or a waiver of notice of any
such meeting. Directors may participate in any regular or special meeting of the
Board by means of conference telephone or similar communications equipment
pursuant to which all persons participating in the meeting of the Board can hear
each other, and such participation shall constitute presence in person at such
meeting.

     SECTION 3.07  First Meeting. The Board shall meet as soon as practicable
after each annual election of directors and notice of such first meeting shall
not be required.

     SECTION 3.08  Regular Meetings. Regular meetings of the Board may be held
at such times as the Board shall from time to time by resolution determine. If
any day fixed for a regular meeting shall be a legal holiday at the place where
the meeting is to be held, then the meeting shall be held at the same hour and
place on the next succeeding business day not a legal holiday. Except as
provided by law, notice of regular meetings need not be given.

     SECTION 3.09  Special Meetings. Special meetings of the Board may be called
at any time by the Chairman of the Board or the President or by any two (2)
directors, to be held at the principal office of the Corporation, or at such
other place or places, within or without the State of Delaware, as the person or
persons calling the meeting may designate.

     Notice of all special meetings of the Board shall be given to each director
by two (2) days' service of the same by telegram, by letter, or personally. Such
notice may be waived by any director and any meeting shall be a legal meeting
without notice having been given if all the directors shall be present thereat
or if those not present shall, either before or after the meeting, sign a
written waiver of notice of, or a consent to, such meeting or shall after the
meeting sign the approval of the minutes thereof. All such waivers, consents or
approvals shall be filed with the corporate records or be made part of the
minutes of the meeting.

     SECTION 3.10  Quorum and Manner of Acting. Except as otherwise provided in
these Bylaws or by law, the presence of a majority of the authorized number of
directors shall be required to constitute a quorum for the transaction of
business at any meeting of the Board, and all matters shall be decided at any
such meeting, a quorum being present, by the affirmative votes of a majority of
the directors present. In the absence of a quorum, a majority of directors
present at any meeting may adjourn the same from time to time until a quorum
shall be present. Notice of any adjourned meeting need not be given. The
directors shall act only as a Board, and the individual directors shall have no
power as such.

     SECTION 3.11  Action by Consent. Any action required or permitted to be
taken at any meeting of the Board or of any committee thereof may be taken
without a meeting if a written consent thereto is signed by all members of the
Board or

                                       7
<PAGE>

of such committee, as the case may be, and such written consent is filed with
the minutes of proceedings of the Board or committee.

     SECTION 3.12  Compensation. No stated salary need be paid directors, as
such, for their services, but, by resolution of the Board, a fixed sum and
expenses of attendance, if any, may be allowed for attendance at each regular or
special meeting of the Board or an annual directors' fee may be paid; provided
that nothing herein contained shall be construed to 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 3.13  Committees. The Board 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. Any such committee, to the
extent provided in the resolution of the Board, and except as otherwise limited
by law, shall have and may exercise all the powers and authority of the Board in
the management of the business and affairs 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 any power or authority in reference to amending
the Certificate of Incorporation, adopting an agreement of merger or
consolidation, recommending to 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 the
dissolution, or amending the Bylaws of the Corporation; and unless the
resolution of the Board expressly so provides, no such committee shall have the
power or authority to declare a dividend or to authorize the issuance of stock.
Any such committee shall keep written minutes of its meetings and report the
same to the Board at the next regular meeting of the Board.

     SECTION 3.14  Officers of the Board. The Board shall have a Chairman of the
Board and may, at the discretion of the Board, have a Vice Chairman. The
Chairman of the Board and the Vice Chairman shall be appointed from time to time
by the Board and shall have such powers and duties as shall be designated by the
Board.


                                  ARTICLE IV

                                   OFFICERS


     SECTION 4.01  Officers. The officers of the Corporation shall be a Chairman
of the Board, a Chief Executive Officer, a President, a Chief Financial Officer
and Treasurer, one or more Vice Presidents and a Secretary. The Corporation may
also have, at the discretion of the Board, a Chief Operating Officer, one or
more Assistant Vice Presidents, one or more

                                       8
<PAGE>

Assistant Secretaries, one or more Assistant Treasurers and such other officers
as may be appointed in accordance with the provisions of Section 4.03 of this
Article IV. One person may hold two or more offices, except that the Secretary
may not also hold the office of President or Chief Executive Officer.

     SECTION 4.02  Election. The officers of the Corporation, except such
officers as may be appointed in accordance with the provisions of Section 4.03
or Section 4.05 of this Article, shall be chosen annually by the Board, and each
shall hold his office until he shall resign or shall be removed or otherwise
disqualified to serve, or his successor shall be elected and qualified.

     SECTION 4.03  Subordinate Officers, Etc. The Board may appoint such other
officers as the business of the Corporation may require, each of whom shall have
such authority and perform such duties as are provided in these Bylaws or as the
Board may from time to time specify, and shall hold office until he shall resign
or shall be removed or otherwise disqualified to serve.

     SECTION 4.04  Removal and Resignation. Any officer may be removed, either
with or without cause, by a majority of the directors at the time in office, at
any regular or special meeting of the Board, or, except in case of an officer
chosen by the Board, by any officer upon whom such power of removal may be
conferred by the Board.

     Any officer may resign at any time by giving written notice to the Board,
the Chairman of the Board, the President or the Secretary of the Corporation.
Any such resignation shall take effect at the date of the receipt of such notice
or at any later time specified therein; and unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective.

     SECTION 4.05  Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled in the
manner prescribed in the Bylaws for the regular appointments to such office.

     SECTION 4.06  Chairman of the Board. The Chairman of the Board shall,
subject to the control of the Board, serve a general oversight, planning and
policy making function, shall preside at all meetings of stockholders and at all
meetings of the Board, and shall perform such other functions as determined from
time to time by the Board.

     SECTION 4.07  Chief Executive Officer. The Chief Executive Officer of the
Corporation shall, subject to the control of the Board, have general
supervision, direction and control of the business and affairs of the
Corporation. In the absence of the Chairman of the Board, he shall preside at
all meetings of stockholders. He shall have the general powers and duties of
management usually vested in the chief

                                       9
<PAGE>

executive officer of a corporation, and shall have such other powers and duties
with respect to the administration of the business and affairs of the
Corporation as may from time to time be assigned to him by the Board or as is
prescribed by the Bylaws.

     SECTION 4.08  President. The President shall exercise and perform such
powers and duties with respect to the administration of the business and affairs
of the Corporation as may from time to time be assigned to such officer by the
Chief Executive Officer (unless the President is also the Chief Executive
Officer) or by the Board or as is prescribed by the Bylaws. In the absence or
disability of the Chief Executive Officer, the President shall perform all of
the duties of the Chief Executive Officer and when so acting shall have all of
the powers and be subject to all the restrictions upon the Chief Executive
Officer.

     SECTION 4.09  Vice Presidents. The Vice Presidents shall exercise and
perform such powers and duties with respect to the administration of the
business and affairs of the Corporation as may from time to time be assigned to
each of them by the President or by the Chief Executive Officer or by the Board
or as is prescribed by the Bylaws. In the absence or disability of the
President, the Vice Presidents, in order of their rank as fixed by the Board, or
if not ranked, the Vice President designated by the Board, shall perform all of
the duties of the President and when so acting shall have all of the powers of
and be subject to all the restrictions upon the President.

     SECTION 4.10  The Chief Financial Officer and Treasurer. The Chief
Financial Officer and Treasurer shall keep and maintain, or cause to be kept and
maintained, adequate and correct accounts of the properties and business
transactions of the Corporation, including accounts of its assets, liabilities,
receipts, disbursements, gains, losses, capital, surplus and shares. Any
surplus, including earned surplus, paid-in surplus and surplus arising from a
reduction of capital, shall be classified according to source and shown in a
separate account. The books of account shall at all reasonable times be open to
inspection by any director.

     The Chief Financial Officer and Treasurer shall deposit all moneys and
other valuables in the name and to the credit of the Corporation with such
depositories as may be designated by the Board. He shall disburse the funds of
the Corporation as may be ordered by the Board, shall render to the President,
to the Chief Executive Officer, and to the directors, whenever they request it,
an account of all his transactions as Chief Financial Officer and Treasurer and
of the financial condition of the Corporation, and shall have such other powers
and perform such other duties as may be prescribed by the Board or these Bylaws.

     SECTION 4.11  Secretary. The Secretary shall keep, or cause to be kept, a
book of minutes at the principal office for the transaction of the business of
the Corporation, or such other place as the Board may order, of all meetings of
directors and stockholders, with the time and place of holding, whether regular
or special, and if special, how authorized and the notice thereof given, the
names of those present at

                                      10
<PAGE>

directors' meetings, the number of shares present or represented at
stockholders' meetings and the proceedings thereof.

     The Secretary shall keep, or cause to be kept, at the principal office for
the transaction of the business of the Corporation or at the office of the
Corporation's transfer agent, a share register, or a duplicate share register,
showing the names of the stockholders and their addresses; the number and
classes of shares held by each; the number and date of certificates issued for
the same; and the number and date of cancellation of every certificate
surrendered for cancellation.

     The Secretary shall give, or cause to be given, notice of all the meetings
of the stockholders and of the Board required by these Bylaws or by law to be
given, and he shall keep the seal of the Corporation in safe custody, and shall
have such other powers and perform such other duties as may be prescribed by the
Board or these Bylaws. If for any reason the Secretary shall fail to give notice
of any special meeting of the Board called by one or more of the persons
identified in Section 3.09, or if he shall fail to give notice of any special
meeting of the stockholders called by one or more of the persons identified in
Section 2.02, then any such person or persons may give notice of any such
special meeting.

     SECTION 4.12  Compensation. The compensation of the officers of the
Corporation shall be fixed from time to time by the Board. None of such officers
shall be prevented from receiving such compensation by reason of the fact that
he is also a director of the Corporation. Nothing contained herein shall
preclude any officer from serving the Corporation, or any subsidiary
corporation, in any other capacity and receiving such compensation by reason of
the fact that he is also a director of the Corporation. Nothing contained herein
shall preclude any officer from serving the Corporation, or any subsidiary
corporation, in any other capacity and receiving proper compensation therefor.


                                   ARTICLE V

                CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.


     SECTION 5.01  Execution of Contracts. The Board, except as in these Bylaws
otherwise provided, may authorize any officer or officers, agent or agents, to
enter into any contract or execute any instrument in the name and on behalf of
the Corporation, and such authority may be general or confined to specific
instances; and unless so authorized by the Board or by these Bylaws, no officer,
agent or employee shall have any power or authority to bind the Corporation by
any contract or engagement or to pledge its credit or to render it liable for
any purpose or in any amount.

                                      11
<PAGE>

     SECTION 5.02  Checks, Drafts, Etc. All checks, drafts or other orders for
payment of money, notes or other evidence of indebtedness, issued in the name of
or payable to the Corporation, shall be signed or endorsed by such person or
persons and in such manner as, from time to time, shall be determined by
resolution of the Board. Each such person shall give such bond, if any, as the
Board may require.

     SECTION 5.03  Deposits. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositories as the Board may select, or as may
be selected by any officer or officers, assistant or assistants, agent or
agents, or attorney or attorneys of the Corporation to whom such power shall
have been delegated by the Board. For the purpose of deposit and for the purpose
of collection for the account of the Corporation, the Chief Executive Officer,
the President, any Vice President or the Chief Financial Officer and Treasurer
(or any other officer or officers, assistant or assistants, agent or agents, or
attorney or attorneys of the Corporation who shall from time to time be
determined by the Board) may endorse, assign and deliver checks, drafts and
other orders for the payment of money which are payable to the order of the
Corporation.

     SECTION 5.04  General and Special Bank Accounts. The Board may from time to
time authorize the opening and keeping of general and special bank accounts with
such banks, trust companies or other depositories as the Board may select or as
may be selected by any officer or officers, assistant or assistants, agent or
agents, or attorney or attorneys of the Corporation to whom such power shall
have been delegated by the Board. The Board may make such special rules and
regulations with respect to such bank accounts, not inconsistent with the
provisions of these Bylaws, as it may deem expedient.


                                  ARTICLE VI

                           SHARES AND THEIR TRANSFER


     SECTION 6.01  Certificates for Stock. Every owner of stock of the
Corporation shall be entitled to have a certificate or certificates, to be in
such form as the Board shall prescribe, certifying the number and class of
shares of the stock of the Corporation owned by him. The certificates
representing shares of such stock shall be numbered in the order in which they
shall be issued and shall be signed 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 or by the Treasurer or an Assistant Treasurer. Any or
all of the signatures on the certificates may be a facsimile. In case any
officer, transfer agent or registrar who has signed, or whose facsimile
signature has been placed upon, any such certificate shall thereafter have
ceased to be such officer, transfer agent or registrar before such certificate
is issued, such certificate may

                                      12
<PAGE>

nevertheless be issued by the Corporation with the same effect as though the
person who signed such certificate, or whose facsimile signature shall have been
placed thereupon, were such officer, transfer agent or registrar at the date of
issue. A record shall be kept of the respective names of the persons, firms or
corporations owning the stock represented by such certificates, the number and
class of shares represented by such certificates, respectively, and the
respective dates thereof, and in case of cancellation, the respective dates of
cancellation. Every certificate surrendered to the Corporation for exchange or
transfer shall be canceled, and no new certificate or certificates shall be
issued in exchange for any existing certificate until such existing certificate
shall have been so canceled, except in cases provided for in Section 6.04.

     SECTION 6.02  Transfers of Stock. Transfers of shares of stock of the
Corporation shall be made only on the books of the Corporation by the registered
holder thereof, or by his attorney thereunto authorized by power of attorney
duly executed and filed with the Secretary, or with a transfer clerk or a
transfer agent appointed as provided in Section 6.03, and upon surrender of the
certificate or certificates for such shares properly endorsed and the payment of
all taxes thereon. The person in whose name shares of stock stand on the books
of the Corporation shall be deemed the owner thereof for all purposes as regards
the Corporation. Whenever any transfer of shares shall be made for collateral
security, and not absolutely, such fact shall be stated expressly in the entry
of transfer if, when the certificate or certificates shall be presented to the
Corporation for transfer, both the transferor and the transferee request the
Corporation to do so.

     SECTION 6.03  Regulations. The Board may make such rules and regulations as
it may deem expedient, not inconsistent with these Bylaws, concerning the issue,
transfer and registration of certificates for shares of the stock of the
Corporation. It may appoint, or authorize any officer or officers to appoint,
one or more transfer clerks or one or more transfer agents and one or more
registrars, and may require all certificates for stock to bear the signature or
signatures of any of them.

     SECTION 6.04  Lost, Stolen, Destroyed, and Mutilated Certificates. In any
case of loss, theft, destruction, or mutilation of any certificate of stock,
another may be issued in its place upon proof of such loss, theft, destruction,
or mutilation and upon the giving of a bond of indemnity to the Corporation in
such form and in such sum as the Board may direct; provided, however, that a new
certificate may be issued without requiring any bond when, in the judgment of
the Board, it is proper to do so.

     SECTION 6.05  Fixing Date for Determination of Stockholders of Record. 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
entitled to receive payment of any dividend or other distribution or allotment
of any rights, or entitled to exercise any rights in respect of any other
change, conversion or exchange of stock or for the purpose of any other lawful
action, the Board may fix, in advance, a record date, which shall not be more
than sixty (60) nor less than ten (10)

                                      13
<PAGE>

days before the date of such meeting, nor more than sixty (60) days prior to any
other action. If in any case involving the determination of stockholders for any
purpose other than notice of or voting at a meeting of stockholders, the Board
shall not fix such a record date, the record date for determining stockholders
for such purpose shall be the close of business on the day on which the Board
shall adopt the resolution relating thereto. A determination of stockholders
entitled to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of such meeting; provided, however, that the Board may fix a new
record date for the adjourned meeting.


                                  ARTICLE VII

                                INDEMNIFICATION


     SECTION 7.01  Actions, Etc., Other Than by or in the Right of the
Corporation. The Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise or as a member of any committee or similar
body, against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in connection with
such action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to, the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in, or not opposed to, the best interests of the
Corporation, and, with respect to any criminal action or proceeding, that he had
reasonable cause to believe that his conduct was unlawful.

     SECTION 7.02  Actions, Etc., by or in the Right of the Corporation. The
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the Corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, or as a member of any committee or similar
body, against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action

                                      14
<PAGE>

or suit if he acted in good faith and in a manner he reasonably believed to be
in, or not opposed to, the best interests of the Corporation, except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Corporation unless and only to
the extent that the Court of Chancery or the court in which such action or suit
was brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.

     SECTION 7.03  Determination of Right of Indemnification. Any
indemnification under Section 7.01 or 7.02 (unless ordered by a court) shall be
made by the Corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee, or agent
is proper in the circumstances because he has met the applicable standard of
conduct set forth in Section 7.01 and 7.02. Such determination shall be made (i)
by the Board by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (ii) if such a quorum is not
obtainable, or, even if obtainable, a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (iii) by the
stockholders.

     SECTION 7.04  Indemnification Against Expenses of Successful Party.
Notwithstanding the other provisions of this Article, to the extent that a
director, officer, employee or agent of the Corporation has been successful on
the merits or otherwise in defense of any action, suit or proceeding referred to
in Section 7.01 or 7.02, or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.

     SECTION 7.05  Advance of Expenses. Expenses incurred in defending a civil
or criminal action, suit or proceeding may be paid by the Corporation in advance
of the final disposition of such action, suit or proceeding as authorized by the
Board in the specific case upon receipt of an undertaking by or on behalf of the
director, officer, employee or agent to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified by the
Corporation as authorized in this Article.

     SECTION 7.06  Other Rights and Remedies. The indemnification provided by
this Article shall not be deemed exclusive and is declared expressly to be
nonexclusive of any other rights to which one seeking indemnification may be
entitled under any Bylaws, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such a
person.

                                      15
<PAGE>

     SECTION 7.07  Insurance. Upon resolution passed by the Board, the
Corporation may purchase and maintain insurance on behalf of any person who is
or was a director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, or as a member of any committee or similar body, against any
liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the Corporation would have the
power to indemnify him against such liability under the provisions of this
Article.

     SECTION 7.08  Constituent Corporations. For the purposes of this Article,
references to "the Corporation" include in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers and employees or agents, so that any person who is or was a
director, officer, employee or agent of such constituent corporation or is or
was serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, or as a member of any committee or similar body,
shall stand in the same position under the provisions of this Article with
respect to the resulting or surviving corporation as he would have with respect
to such constituent corporation if its separate existence had continued.

     SECTION 7.09  Other Enterprises, Fines and Serving at Corporation's
Request. For purposes of this Article, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the Corporation" shall include any
service as a director, officer, employee or agent of the Corporation which
imposes duties on, or involves services by, such director, officer, employee, or
agent with respect to an employee benefit plan, its participants, or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the Corporation" as referred to in this
Article.


                                 ARTICLE VIII

                                 MISCELLANEOUS


     SECTION 8.01  Seal. The Board shall provide a corporate seal, which shall
be in the form of a circle and shall bear the name of the Corporation and words

                                      16
<PAGE>

and figures showing that the Corporation was incorporated in the State of
Delaware and the year of incorporation.

     SECTION 8.02  Waiver of Notices. Whenever notice is required to be given by
these Bylaws or the Certificate of Incorporation or by law, the person entitled
to said notice may waive such notice in writing, either before or after the time
stated therein, and such waiver shall be deemed equivalent to notice.

     SECTION 8.03  Fiscal Year. The fiscal year of the Corporation shall end on
the Sunday nearest to April 30 in each year and the succeeding fiscal year shall
begin on the Monday immediately following such Sunday.

     SECTION 8.04  Amendments. These Bylaws, or any of them, may be rescinded,
altered, amended, or repealed, and new Bylaws may be made, (i) by the Board, by
vote of a majority of the number of directors then in office as directors,
acting at any meeting of the Board, or (ii) by the vote of the holders of not
less than seventy percent (70%) of the total voting power of all outstanding
shares of voting stock of the Corporation, at an annual meeting of stockholders,
without previous notice, or at any special meeting of stockholders, provided
that notice of such proposed amendment, modification, repeal or adoption is
given in the notice of special meeting. Any Bylaws made or altered by the
stockholders may be altered or repealed by the Board or may be altered or
repealed by the Stockholders.

                                      17