<PAGE>   1
                                                                     EXHIBIT 3.2








                                     BYLAWS



                                       OF



                           QUALITY SEMICONDUCTOR, INC.

<PAGE>   2
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                       Page
<S>                                                                                                    <C>
ARTICLE I - CORPORATE OFFICES............................................................................1
         1.1 PRINCIPAL OFFICE............................................................................1
         1.2 OTHER OFFICES...............................................................................1
ARTICLE II - MEETINGS OF SHAREHOLDERS....................................................................1
         2.1 PLACE OF MEETINGS...........................................................................1
         2.2 ANNUAL MEETING..............................................................................1
         2.3 SPECIAL MEETING.............................................................................2
         2.4 NOTICE OF SHAREHOLDERS' MEETINGS............................................................2
         2.5 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE................................................3
         2.6 QUORUM......................................................................................3
         2.7 ADJOURNED MEETING; NOTICE...................................................................3
         2.8 VOTING......................................................................................4
         2.9 VALIDATION OF MEETINGS; WAIVER OF NOTICE; CONSENT...........................................5
         2.10 SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING....................................5
         2.11 RECORD DATE FOR SHAREHOLDER NOTICE; VOTING; GIVING CONSENTS................................6
         2.12 PROXIES....................................................................................6
         2.13 INSPECTORS OF ELECTION.....................................................................7
ARTICLE III - DIRECTORS..................................................................................8
         3.1 POWERS......................................................................................8
         3.2 NUMBER OF DIRECTORS.........................................................................8
         3.3 ELECTION AND TERM OF OFFICE OF DIRECTORS....................................................8
         3.4 RESIGNATION AND VACANCIES...................................................................9
         3.5 PLACE OF MEETINGS; MEETINGS BY TELEPHONE....................................................9
         3.6 REGULAR MEETINGS...........................................................................10
         3.7 SPECIAL MEETINGS; NOTICE...................................................................10
         3.8 QUORUM.....................................................................................10
         3.9 WAIVER OF NOTICE...........................................................................10
         3.10 ADJOURNMENT...............................................................................11
         3.11 NOTICE OF ADJOURNMENT.....................................................................11
         3.12 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING.........................................11
         3.13 FEES AND COMPENSATION OF DIRECTORS........................................................11
         3.14 APPROVAL OF LOANS TO OFFICERS.............................................................11
ARTICLE IV - COMMITTEES.................................................................................12
         4.1 COMMITTEES OF DIRECTORS....................................................................12
         4.2 MEETINGS AND ACTION OF COMMITTEES..........................................................12
ARTICLE V - OFFICERS....................................................................................13
         5.1 OFFICERS...................................................................................13
         5.2 ELECTION OF OFFICERS.......................................................................13
         5.3 SUBORDINATE OFFICERS.......................................................................13
         5.4 REMOVAL AND RESIGNATION OF OFFICERS........................................................13
         5.5 VACANCIES IN OFFICES.......................................................................13
</TABLE>


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<TABLE>
<S>                                                                                                    <C>
         5.6  CHAIRMAN OF THE BOARD.....................................................................14
         5.7  PRESIDENT.................................................................................14
         5.8  VICE PRESIDENTS...........................................................................14
         5.9  SECRETARY.................................................................................14
         5.10 CHIEF FINANCIAL OFFICER...................................................................15
ARTICLE VI -  INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS.......................15
         6.1  INDEMNIFICATION OF DIRECTORS AND OFFICERS.................................................15
         6.2  INDEMNIFICATION OF OTHERS.................................................................15
         6.3  PAYMENT OF EXPENSES IN ADVANCE............................................................16
         6.4  INDEMNITY NOT EXCLUSIVE...................................................................16
         6.5  INSURANCE INDEMNIFICATION.................................................................16
         6.6  CONFLICTS.................................................................................16
ARTICLE VII - RECORDS AND REPORTS.......................................................................17
         7.1  MAINTENANCE AND INSPECTION OF SHARE REGISTER..............................................17
         7.2  MAINTENANCE AND INSPECTION OF BYLAWS......................................................17
         7.3  MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS.....................................17
         7.4  INSPECTION BY DIRECTORS...................................................................18
         7.5  ANNUAL REPORT TO SHAREHOLDERS; WAIVER.....................................................18
         7.6  FINANCIAL STATEMENTS......................................................................18
         7.7  REPRESENTATION OF SHARES OF OTHER CORPORATIONS............................................19
ARTICLE VIII - GENERAL MATTERS..........................................................................19
         8.1  RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING.....................................19
         8.2  CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS.................................................20
         8.3  CORPORATE CONTRACTS AND INSTRUMENTS:  HOW EXECUTED........................................20
         8.4  CERTIFICATES FOR SHARES...................................................................20
         8.5  LOST CERTIFICATES.........................................................................20
         8.6  CONSTRUCTION; DEFINITIONS.................................................................21
ARTICLE IX - AMENDMENTS.................................................................................21
         9.1  AMENDMENT BY SHAREHOLDERS.................................................................21
         9.2  AMENDMENT BY DIRECTORS....................................................................21
</TABLE>


                                      -ii-
<PAGE>   4
                                     BYLAWS

                                       OF

                           QUALITY SEMICONDUCTOR, INC.


                                    ARTICLE I

                                CORPORATE OFFICES


        1.1     PRINCIPAL OFFICE

                The board of directors shall fix the location of the principal
executive office of the corporation at any place within or outside the State of
California. If the principal executive office is located outside such state and
the corporation has one or more business offices in such state, then the board
of directors shall fix and designate a principal business office in the State of
California.

        1.2     OTHER OFFICES

                The board of directors may at any time establish branch or
subordinate offices at any place or places where the corporation is qualified to
do business.


                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

        2.1     PLACE OF MEETINGS

                Meetings of shareholders shall be held at any place within or
outside the State of California designated by the board of directors. In the
absence of any such designation, share holders' meetings shall be held at the
principal executive office of the corporation.

        2.2     ANNUAL MEETING

                The annual meeting of shareholders shall be held each year on a
date and at a time designated by the board of directors. In the absence of such
designation, the annual meeting of share holders shall be held on the first
Monday of June in each year at 9:30 a.m. However, if such day falls on a legal
holiday, then the meeting shall be held at the same time and place on the next
succeeding full business day. At the meeting, directors shall be elected, and
any other proper business may be transacted.


<PAGE>   5
        2.3     SPECIAL MEETING

                A special meeting of the shareholders may be called at any time
by the board of directors, or by the chairman of the board, or by the president,
or by one or more shareholders holding shares in the aggregate entitled to cast
not less than ten percent (10%) of the votes at that meeting.

                If a special meeting is called by any person or persons other
than the board of directors or the president or the chairman of the board, then
the request shall be in writing, specifying the time of such meeting and the
general nature of the business pro posed to be transacted, and shall be
delivered personally or sent by registered mail or by telegraphic or other
facsimile transmission to the chairman of the board, the president, any vice
president or the secretary of the corporation. The officer receiving the request
shall cause notice to be promptly given to the shareholders entitled to vote, in
accordance with the pro visions of Sections 2.4 and 2.5 of these bylaws, that a
meeting will be held at the time requested by the person or persons calling the
meeting, so long as that time is not less than thirty-five (35) nor more than
sixty (60) days after the receipt of the request. If the notice is not given
within twenty (20) days after receipt of the request, then the person or per
sons requesting the meeting may give the notice. Nothing contained in this
paragraph of this Section 2.3 shall be construed as limiting, fixing or
affecting the time when a meeting of shareholders called by action of the board
of directors may be held.

        2.4     NOTICE OF SHAREHOLDERS' MEETINGS

                All notices of meetings of shareholders shall be sent or
otherwise given in accordance with Section 2.5 of these bylaws not less than ten
(10) (or, if sent by third-class mail pursuant to Section 2.5 of these bylaws,
thirty (30)) nor more than sixty (60) days before the date of the meeting. The
notice shall specify the place, date, and hour of the meeting and (i) in the
case of a special meeting, the general nature of the business to be transacted
(no business other than that specified in the notice may be transacted) or (ii)
in the case of the annual meeting, those matters which the board of directors,
at the time of giving the notice, intends to present for action by the
shareholders (but subject to the provisions of the next paragraph of this
Section 2.4 any proper matter may be presented at the meeting for such action).
The notice of any meeting at which directors are to be elected shall include the
name of any nominee or nominees who, at the time of the notice, the board
intends to present for election.

                If action is proposed to be taken at any meeting for approval of
(i) a contract or transaction in which a director has a direct or indirect
financial interest, pursuant to Section 310 of the Corporations Code of
California (the "Code"), (ii) an amendment of the articles of incorporation,
pursuant to Section 902 of the Code, (iii) a reorganization of the corporation,
pursuant to Section 1201 of the Code, (iv) a voluntary dissolution of the
corporation, pursuant to Section 1900 of the Code, or (v) a distribution in
dissolution other than in accordance with the rights of outstanding preferred
shares, pursuant to Section 2007 of the Code, then the notice shall also state
the general nature of that proposal.


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        2.5     MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE

                Written notice of any meeting of shareholders shall be given
either (i) personally or (ii) by first-class mail or (iii) by third-class mail
but only if the corporation has outstanding shares held of record by five
hundred (500) or more persons (determined as provided in Section 605 of the
Code) on the record date for the share holders' meeting, or (iv) by telegraphic
or other written communication. Notices not personally delivered shall be sent
charges prepaid and shall be addressed to the shareholder at the address of that
share holder appearing on the books of the corporation or given by the
shareholder to the corporation for the purpose of notice. If no such address
appears on the corporation's books or is given, notice shall be deemed to have
been given if sent to that share holder by mail or telegraphic or other written
communication to the corporation's principal executive office, or if published
at least once in a news paper of general circulation in the county where that
office is located. Notice shall be deemed to have been given at the time when
delivered personally or deposited in the mail or sent by telegram or other means
of written communication.

                If any notice addressed to a shareholder at the address of that
shareholder appearing on the books of the corporation is returned to the
corporation by the United States Postal Service marked to indicate that the
United States Postal Service is unable to de liver the notice to the shareholder
at that address, then all future notices or reports shall be deemed to have been
duly given without further mailing if the same shall be available to the
shareholder on written demand of the shareholder at the principal executive
office of the corporation for a period of one (1) year from the date of the
giving of the notice.

                An affidavit of the mailing or other means of giving any notice
of any shareholders' meeting, executed by the secretary, assistant secretary or
any transfer agent of the corporation giving the notice, shall be prima facie
evidence of the giving of such notice.

        2.6     QUORUM

                The presence in person or by proxy of the holders of a majority
of the shares entitled to vote thereat constitutes a quorum for the transaction
of business at all meetings of shareholders. The share holders present at a duly
called or held meeting at which a quorum is present may continue to do business
until adjournment, notwithstanding the withdrawal of enough shareholders to
leave less than a quorum, if any action taken (other than adjournment) is
approved by at least a majority of the shares required to constitute a quorum.

        2.7     ADJOURNED MEETING; NOTICE

                Any shareholders' meeting, annual or special, whether or not a
quorum is present, may be adjourned from time to time by the vote of the
majority of the shares represented at that meeting, either in person or by
proxy. In the absence of a quorum, no other business may be transacted at that
meeting except as provided in Section 2.6 of these bylaws.

                When any meeting of shareholders, either annual or special, is
adjourned to another time or place, notice need not be given of the adjourned
meeting if the time and place are announced at the meeting at which the
adjournment is taken. However, if a new record date for the adjourned 


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meeting is fixed or if the adjournment is for more than forty-five (45) days
from the date set for the original meeting, then notice of the adjourned meeting
shall be given. Notice of any such adjourned meeting shall be given to each
share holder of record entitled to vote at the adjourned meeting in accordance
with the provisions of Sections 2.4 and 2.5 of these bylaws. At any adjourned
meeting the corporation may transact any business which might have been
transacted at the original meeting.

        2.8     VOTING

                The shareholders entitled to vote at any meeting of share
holders shall be determined in accordance with the provisions of Section 2.11 of
these bylaws, subject to the provisions of Sections 702 through 704 of the Code
(relating to voting shares held by a fiduciary, in the name of a corporation or
in joint ownership).

                The shareholders' vote may be by voice vote or by ballot;
provided, however, that any election for directors must be by ballot if demanded
by any shareholder at the meeting and before the voting has begun.

                Except as provided in the last paragraph of this Section 2.8, or
as may be otherwise provided in the articles of incorporation, each outstanding
share, regardless of class, shall be entitled to one vote on each matter
submitted to a vote of the shareholders. Any share holder entitled to vote on
any matter may vote part of the shares in favor of the proposal and refrain from
voting the remaining shares or, except when the matter is the election of
directors, may vote them against the proposal; but, if the share holder fails to
specify the number of shares which the shareholder is voting affirmatively, it
will be conclusively presumed that the share holder's approving vote is with
respect to all shares which the shareholder is entitled to vote.

                If a quorum is present, the affirmative vote of the majority of
the shares represented and voting at a duly held meeting (which shares voting
affirmatively also constitute at least a majority of the required quorum) shall
be the act of the share holders, unless the vote of a greater number or a vote
by classes is required by the Code or by the articles of incorporation.

                At a shareholders' meeting at which directors are to be elected,
a shareholder shall be entitled to cumulate votes (i.e., cast for any candidate
a number of votes greater than the number of votes which such shareholder
normally is entitled to cast) if the candidates' names have been placed in
nomination prior to commencement of the voting and the shareholder has given
notice prior to commencement of the voting of the shareholder's intention to
cumulate votes. If any shareholder has given such a notice, then every share
holder entitled to vote may cumulate votes for candidates in nomination either
(i) by giving one candidate a number of votes equal to the number of directors
to be elected multiplied by the number of votes to which that share holder's
shares are normally entitled or (ii) by distributing the shareholder's votes on
the same principle among any or all of the candidates, as the share holder
thinks fit. The candidates receiving the highest number of affirmative votes, up
to the number of directors to be elected, shall be elected; votes against any
candidate and votes withheld shall have no legal effect.


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        2.9     VALIDATION OF MEETINGS; WAIVER OF NOTICE; CONSENT

                The transactions of any meeting of shareholders, either annual
or special, however called and noticed, and wherever held, shall be as valid as
though they had been taken at a meeting duly held after regular call and notice,
if a quorum be present either in person or by proxy, and if, either before or
after the meeting, each person entitled to vote, who was not present in person
or by proxy, signs a written waiver of notice or a consent to the holding of the
meeting or an approval of the minutes thereof. The waiver of notice or consent
or approval need not specify either the business to be transacted or the purpose
of any annual or special meeting of share holders, except that if action is
taken or proposed to be taken for approval of any of those matters specified in
the second paragraph of Section 2.4 of these bylaws, the waiver of notice or
consent or approval shall state the general nature of the proposal. All such
waivers, consents, and approvals shall be filed with the corporate records or
made a part of the minutes of the meeting.

                Attendance by a person at a meeting shall also constitute a
waiver of notice of and presence at that meeting, except when the person objects
at the beginning of the meeting to the transaction of any business because the
meeting is not lawfully called or convened. Attendance at a meeting is not a
waiver of any right to object to the consideration of matters required by the
Code to be included in the notice of the meeting but not so included, if that
objection is expressly made at the meeting.

        2.10    SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING

                Any action which may be taken at any annual or special meeting
of shareholders may be taken without a meeting and without prior notice, if a
consent in writing, setting forth the action so taken, is signed by the holders
of outstanding shares having not less than the minimum number of votes that
would be necessary to authorize or take that action at a meeting at which all
shares entitled to vote on that action were present and voted.

                In the case of election of directors, such a consent shall be
effective only if signed by the holders of all outstanding shares entitled to
vote for the election of directors. However, a director may be elected at any
time to fill any vacancy on the board of directors, provided that it was not
created by removal of a director and that it has not been filled by the
directors, by the written consent of the holders of a majority of the
outstanding shares entitled to vote for the election of directors.

                All such consents shall be maintained in the corporate records.
Any shareholder giving a written consent, or the share holder's proxy holders,
or a transferee of the shares, or a personal representative of the shareholder,
or their respective proxy holders, may revoke the consent by a writing received
by the secretary of the corporation before written consents of the number of
shares required to authorize the proposed action have been filed with the
secretary.

                If the consents of all shareholders entitled to vote have not
been solicited in writing and if the unanimous written consent of all such
shareholders has not been received, then the secretary shall give prompt notice
of the corporate action approved by the share holders without a meeting. Such
notice shall be given to those shareholders entitled to vote who have not
consented in writing and shall be given in the manner specified in Section 2.5
of these bylaws. In the case of 


                                      -5-
<PAGE>   9
approval of (i) a contract or transaction in which a director has a direct or
indirect financial interest, pursuant to Section 310 of the Code, (ii)
indemnification of a corporate "agent," pursuant to Section 317 of the Code,
(iii) a reorganization of the corporation, pursuant to Section 1201 of the Code,
and (iv) a distribution in dissolution other than in accordance with the rights
of outstanding preferred shares, pursuant to Section 2007 of the Code, the
notice shall be given at least ten (10) days before the consummation of any
action authorized by that approval.

        2.11    RECORD DATE FOR SHAREHOLDER NOTICE; VOTING; GIVING CONSENTS

                For purposes of determining the shareholders entitled to notice
of any meeting or to vote thereat or entitled to give consent to corporate
action without a meeting, the board of directors may fix, in advance, a record
date, which shall not be more than sixty (60) days nor less than ten (10) days
before the date of any such meeting nor more than sixty (60) days before any
such action without a meeting, and in such event only shareholders of record on
the date so fixed are entitled to notice and to vote or to give consents, as the
case may be, notwithstanding any transfer of any shares on the books of the
corporation after the record date, except as otherwise provided in the Code.

                If the board of directors does not so fix a record date:

                (a)     the record date for determining shareholders entitled to
notice of or to vote at a meeting of shareholders shall be at the close of
business on the business day next preceding the day on which notice is given or,
if notice is waived, at the close of business on the business day next preceding
the day on which the meeting is held; and

                (b)     the record date for determining shareholders entitled to
give consent to corporate action in writing without a meeting, (i) when no prior
action by the board has been taken, shall be the day on which the first written
consent is given, or (ii) when prior action by the board has been taken, shall
be at the close of business on the day on which the board adopts the resolution
relating to that action, or the sixtieth (60th) day before the date of such
other action, whichever is later.

                The record date for any other purpose shall be as provided in
Article VIII of these bylaws.

        2.12    PROXIES

                Every person entitled to vote for directors, or on any other
matter, shall have the right to do so either in person or by one or more agents
authorized by a written proxy signed by the person and filed with the secretary
of the corporation. A proxy shall be deemed signed if the shareholder's name is
placed on the proxy (whether by manual signature, typewriting, telegraphic
transmission or otherwise) by the shareholder or the shareholder's
attorney-in-fact. A validly executed proxy which does not state that it is
irrevocable shall continue in full force and effect unless (i) the person who
executed the proxy revokes it prior to the time of voting by delivering a
writing to the corporation stating that the proxy is revoked or by executing a
subsequent proxy and presenting it to the meeting or by voting in person at the
meeting, or (ii) written notice of the death 


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or incapacity of the maker of that proxy is received by the corporation before
the vote pursuant to that proxy is counted; provided, however, that no proxy
shall be valid after the expiration of eleven (11) months from the date of the
proxy, unless otherwise provided in the proxy. The dates contained on the forms
of proxy presumptively determine the order of execution, regardless of the
postmark dates on the envelopes in which they are mailed. The revocability of a
proxy that states on its face that it is irrevocable shall be governed by the
pro visions of Sections 705(e) and 705(f) of the Code.

        2.13    INSPECTORS OF ELECTION

                Before any meeting of shareholders, the board of directors may
appoint an inspector or inspectors of election to act at the meeting or its
adjournment. If no inspector of election is so appointed, then the chairman of
the meeting may, and on the request of any share holder or a shareholder's proxy
shall, appoint an inspector or inspectors of election to act at the meeting. The
number of inspectors shall be either one (1) or three (3). If inspectors are
appointed at a meeting pursuant to the request of one (1) or more shareholders
or proxies, then the holders of a majority of shares or their proxies present at
the meeting shall determine whether one (1) or three (3) inspectors are to be
appointed. If any person appointed as inspector fails to appear or fails or
refuses to act, then the chairman of the meeting may, and upon the request of
any share holder or a share holder's proxy shall, appoint a person to fill that
vacancy.

                Such inspectors shall:

                (a)     determine the number of shares outstanding and the
voting power of each, the number of shares represented at the meeting, the
existence of a quorum, and the authenticity, validity, and effect of proxies;

                (b)     receive votes, ballots or consents;

                (c)     hear and determine all challenges and questions in any
way arising in connection with the right to vote;

                (d)     count and tabulate all votes or consents;

                (e)     determine when the polls shall close;

                (f)     determine the result; and

                (g)     do any other acts that may be proper to conduct the
election or vote with fairness to all shareholders.


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<PAGE>   11
                                   ARTICLE III

                                    DIRECTORS

        3.1     POWERS

                Subject to the provisions of the Code and any limitations in the
articles of incorporation and these bylaws relating to action required to be
approved by the shareholders or by the outstanding shares, the business and
affairs of the corporation shall be managed and all corporate powers shall be
exercised by or under the direction of the board of directors.

        3.2     NUMBER OF DIRECTORS

                The number of directors of the corporation shall be not less
than three (3) nor more than five (5). The exact number of directors shall be
five (5)* until changed, within the limits specified above, by a bylaw amending
this Section 3.2, duly adopted by the board of directors or by the shareholders.
The indefinite number of directors may be changed, or a definite number may be
fixed without provision for an indefinite number, by a duly adopted amendment to
the articles of incorporation or by an amendment to this bylaw duly adopted by
the vote or written consent of holders of a majority of the outstanding shares
entitled to vote; provided, however, that an amendment reducing the fixed number
or the minimum number of directors to a number less than five (5) can not be
adopted if the votes cast against its adoption at a meeting, or the shares not
consenting in the case of an action by written consent, are equal to more than
sixteen and two-thirds percent (16-2/3%) of the outstanding shares entitled to
vote thereon. No amendment may change the stated maximum number of authorized
directors to a number greater than two (2) times the stated minimum number of
directors minus one (1).

                No reduction of the authorized number of directors shall have
the effect of removing any director before that director's term of office
expires.

        3.3     ELECTION AND TERM OF OFFICE OF DIRECTORS

                Directors shall be elected at each annual meeting of
shareholders to hold office until the next annual meeting. Each director,
including a director elected to fill a vacancy, shall hold 


--------
*       Amended to increase the number of authorized directors to four (4),
        effective upon Closing of the Series B Preferred Stock financing, as
        defined in the Series B Preferred Stock Purchase Agreement dated May 12,
        1990.
*       Amended to increase the number of authorized directors to five (5),
        effective upon Closing of the Series B Preferred Stock financing, as
        defined in the Series B Preferred Stock Purchase Agreement dated May 20,
        1991.
*       Amended to change the number of directors to be not less than four (4)
        nor more than seven (7) and to increase the number of authorized
        directors to six (6), effective upon Closing of the Series C Preferred
        Stock financing, as defined in the Series B and Series C Preferred Stock
        Purchase Agreement dated August 20, 1991.
*       Amended to increase the number of authroized directors to seven (7),
        effective upon Closing of the Series C Preferred Stock financing, as
        defined in the Series C Preferred Stock Purchase Agreement dated June,
        1992.
*       Amended to decrease the number of authorized directors to six (6) by
        resolution of the Board of Directors on October 20, 1994.
*       Amended to increase the number of authorized directors to seven (7) by
        resolution of the Board of Directors on August 23, 1995 and May 8, 1996.
*       Amended to to decrease the number of authorized directors to six (6) by
        resolution of the Board of Directors on February 27, 1998.


                                      -8-
<PAGE>   12
office until the expiration of the term for which elected and until a successor
has been elected and qualified.

        3.4     RESIGNATION AND VACANCIES

                Any director may resign effective on giving written notice to
the chairman of the board, the president, the secretary or the board of
directors, unless the notice specifies a later time for that resignation to
become effective. If the resignation of a director is effective at a future
time, the board of directors may elect a successor to take office when the
resignation becomes effective.

                Vacancies in the board of directors may be filled by a majority
of the remaining directors, even if less than a quorum, or by a sole remaining
director; however, a vacancy created by the removal of a director by the vote or
written consent of the shareholders or by court order may be filled only by the
affirmative vote of a majority of the shares represented and voting at a duly
held meeting at which a quorum is present (which shares voting affirmatively
also constitute a majority of the required quorum), or by the unanimous written
consent of all shares entitled to vote thereon. Each director so elected shall
hold office until the next annual meeting of the shareholders and until a
successor has been elected and qualified.

                A vacancy or vacancies in the board of directors shall be deemed
to exist (i) in the event of the death, resignation or removal of any director,
(ii) if the board of directors by resolution declares vacant the office of a
director who has been declared of unsound mind by an order of court or convicted
of a felony, (iii) if the authorized number of directors is increased, or (iv)
if the share holders fail, at any meeting of shareholders at which any director
or directors are elected, to elect the number of directors to be elected at that
meeting.

                The shareholders may elect a director or directors at any time
to fill any vacancy or vacancies not filled by the directors, but any such
election other than to fill a vacancy created by removal, if by written consent,
shall require the consent of the holders of a majority of the outstanding shares
entitled to vote thereon.

        3.5     PLACE OF MEETINGS; MEETINGS BY TELEPHONE

                Regular meetings of the board of directors may be held at any
place within or outside the State of California that has been designated from
time to time by resolution of the board. In the absence of such a designation,
regular meetings shall be held at the principal executive office of the
corporation. Special meetings of the board may be held at any place within or
outside the State of California that has been designated in the notice of the
meeting or, if not stated in the notice or if there is no notice, at the
principal executive office of the corporation.

                Any meeting, regular or special, may be held by conference
telephone or similar communication equipment, so long as all directors
participating in the meeting can hear one another; and all such directors shall
be deemed to be present in person at the meeting.


                                      -9-
<PAGE>   13
        3.6     REGULAR MEETINGS

                Regular meetings of the board of directors may be held without
notice if the times of such meetings are fixed by the board of directors.

        3.7     SPECIAL MEETINGS; NOTICE

                Special meetings of the board of directors for any purpose or
purposes may be called at any time by the chairman of the board, the president,
any vice president, the secretary or any two directors.

                Notice of the time and place of special meetings shall be
delivered personally or by telephone to each director or sent by first-class
mail or telegram, charges prepaid, addressed to each director at that director's
address as it is shown on the records of the corporation. If the notice is
mailed, it shall be deposited in the United States mail at least four (4) days
before the time of the holding of the meeting. If the notice is delivered
personally or by telephone or telegram, it shall be delivered personally or by
telephone or to the telegraph company at least forty-eight (48) hours before the
time of the holding of the meeting. Any oral notice given personally or by
telephone may be communicated either to the director or to a person at the
office of the director who the person giving the notice has reason to believe
will promptly communicate it to the director. The notice need not specify the
purpose or the place of the meeting, if the meeting is to be held at the
principal executive office of the corporation.

        3.8     QUORUM

                A majority of the authorized number of directors shall
constitute a quorum for the transaction of business, except to adjourn as
provided in Section 3.10 of these bylaws. Every act or decision done or made by
a majority of the directors present at a duly held meeting at which a quorum is
present shall be regarded as the act of the board of directors, subject to the
provisions of Section 310 of the Code (as to approval of contracts or
transactions in which a director has a direct or indirect material financial
interest), Section 311 of the Code (as to appointment of committees), Section
317(e) of the Code (as to indemnification of directors), the articles of
incorporation, and other applicable law.

                A meeting at which a quorum is initially present may continue to
transact business notwithstanding the withdrawal of directors, if any action
taken is approved by at least a majority of the required quorum for that
meeting.

        3.9     WAIVER OF NOTICE

                Notice of a meeting need not be given to any director (i) who
signs a waiver of notice or a consent to holding the meeting or an approval of
the minutes thereof, whether before or after the meeting, or (ii) who attends
the meeting without protesting, prior thereto or at its commencement, the lack
of notice to such directors. All such waivers, consents, and approvals shall be
filed with the corporate records or made part of the minutes of the meeting. A
waiver of notice need not specify the purpose of any regular or special meeting
of the board of directors.


                                      -10-
<PAGE>   14
        3.10    ADJOURNMENT

                A majority of the directors present, whether or not constituting
a quorum, may adjourn any meeting to another time and place.

        3.11    NOTICE OF ADJOURNMENT

                Notice of the time and place of holding an adjourned meeting
need not be given unless the meeting is adjourned for more than twenty-four (24)
hours. If the meeting is adjourned for more than twenty-four (24) hours, then
notice of the time and place of the adjourned meeting shall be given before the
adjourned meeting takes place, in the manner specified in Section 3.7 of these
bylaws, to the directors who were not present at the time of the adjournment.

        3.12    BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING

                Any action required or permitted to be taken by the board of
directors may be taken without a meeting, provided that all members of the board
individually or collectively consent in writing to that action. Such action by
written consent shall have the same force and effect as a unanimous vote of the
board of directors. Such written consent and any counterparts thereof shall be
filed with the minutes of the proceedings of the board.

        3.13    FEES AND COMPENSATION OF DIRECTORS

                Directors and members of committees may receive such
compensation, if any, for their services and such reimbursement of expenses as
may be fixed or determined by resolution of the board of directors. This Section
3.13 shall not be construed to preclude any director from serving the
corporation in any other capacity as an officer, agent, employee or otherwise
and receiving compensation for those services.

        3.14    APPROVAL OF LOANS TO OFFICERS**

                The corporation may, upon the approval of the board of directors
alone, make loans of money or property to, or guarantee the obligations of, any
officer of the corporation or its parent or subsidiary, whether or not a
director, or adopt an employee benefit plan or plans authorizing such loans or
guaranties provided that (i) the board of directors determines that such a loan
or guaranty or plan may reasonably be expected to benefit the corporation, (ii)
the corporation has outstanding shares held of record by 100 or more persons
(determined as provided in Section 605 of the Code) on the date of approval by
the board of directors, and (iii) the approval of the board of directors is by a
vote sufficient without counting the vote of any interested director or
directors.


**      This section is effective only if it has been approved by the
        shareholders in accordance with Sections 315(b) and 152 of the Code.


                                      -11-
<PAGE>   15
                                   ARTICLE IV

                                   COMMITTEES

        4.1     COMMITTEES OF DIRECTORS

                The board of directors may, by resolution adopted by a majority
of the authorized number of directors, designate one (1) or more committees,
each consisting of two or more directors, to serve at the pleasure of the board.
The board may designate one (1) or more directors as alternate members of any
committee, who may replace any absent member at any meeting of the committee.
The appointment of members or alternate members of a committee requires the vote
of a majority of the authorized number of directors. Any committee, to the
extent provided in the resolution of the board, shall have all the authority of
the board, except with respect to:

                (a)     the approval of any action which, under the Code, also
requires shareholders' approval or approval of the outstanding shares;

                (b)     the filling of vacancies on the board of directors or in
any committee;

                (c)     the fixing of compensation of the directors for serving
on the board or any committee;

                (d)     the amendment or repeal of these bylaws or the adoption
of new bylaws;

                (e)     the amendment or repeal of any resolution of the board
of directors which by its express terms is not so amendable or repealable;

                (f)     a distribution to the shareholders of the corporation,
except at a rate or in a periodic amount or within a price range determined by
the board of directors; or

                (g)     the appointment of any other committees of the board of
directors or the members of such committees.

        4.2     MEETINGS AND ACTION OF COMMITTEES

                Meetings and actions of committees shall be governed by, and
held and taken in accordance with, the provisions of Article III of these
bylaws, Section 3.5 (place of meetings), Section 3.6 (regular meetings), Section
3.7 (special meetings and notice), Section 3.8 (quorum), Section 3.9 (waiver of
notice), Section 3.10 (adjournment), Section 3.11 (notice of adjournment), and
Section 3.12 (action without meeting), with such changes in the context of those
bylaws as are necessary to substitute the commit tee and its members for the
board of directors and its members; provided, however, that the time of regular
meetings of committees may be determined either by resolution of the board of
directors or by resolution of the committee, that special meetings of committees
may also be called by resolution of the board of directors, and that notice of
special meetings of committees shall also be given to all alternate members, who
shall have the right to 


                                      -12-
<PAGE>   16
attend all meetings of the committee. The board of directors may adopt rules for
the government of any committee not inconsistent with the provisions of these
bylaws.


                                    ARTICLE V

                                    OFFICERS

        5.1     OFFICERS

                The officers of the corporation shall be a president, a
secretary, and a chief financial officer. The corporation may also have, at the
discretion of the board of directors, a chairman of the board, one or more vice
presidents, one or more assistant secretaries, one or more assistant treasurers,
and such other officers as may be appointed in accordance with the provisions of
Section 5.3 of these bylaws. Any number of offices may be held by the same
person.

        5.2     ELECTION OF OFFICERS

                The officers of the corporation, except such officers as may be
appointed in accordance with the provisions of Section 5.3 or Section 5.5 of
these bylaws, shall be chosen by the board, subject to the rights, if any, of an
officer under any contract of employment.

        5.3     SUBORDINATE OFFICERS

                The board of directors may appoint, or may empower the president
to appoint, such other officers as the business of the corporation may require,
each of whom shall hold office for such period, have such authority, and perform
such duties as are provided in these bylaws or as the board of directors may
from time to time determine.

        5.4     REMOVAL AND RESIGNATION OF OFFICERS

                Subject to the rights, if any, of an officer under any contract
of employment, any officer may be removed, either with or without cause, by the
board of directors at any regular or special meeting of the board or, except in
case of an officer chosen by the board of directors, by any officer upon whom
such power of removal may be conferred by the board of directors.

                Any officer may resign at any time by giving written notice to
the corporation. Any resignation shall take effect at the date of the receipt of
that notice or at any later time specified in that notice; and, unless otherwise
specified in that notice, the acceptance of the resignation shall not be
necessary to make it effective. Any resignation is without prejudice to the
rights, if any, of the corporation under any contract to which the officer is a
party.

        5.5     VACANCIES IN OFFICES

                A vacancy in any office because of death, resignation, removal,
disqualification or any other cause shall be filled in the manner prescribed in
these bylaws for regular appointments to that office.


                                      -13-
<PAGE>   17
        5.6     CHAIRMAN OF THE BOARD

                The chairman of the board, if such an officer be elected, shall,
if present, preside at meetings of the board of directors and exercise and
perform such other powers and duties as may from time to time be assigned to him
by the board of directors or as may be pre scribed by these bylaws. If there is
no president, then the chairman of the board shall also be the chief executive
officer of the corporation and shall have the powers and duties prescribed in
Section 5.7 of these bylaws.

        5.7     PRESIDENT

                Subject to such supervisory powers, if any, as may be given by
the board of directors to the chairman of the board, if there be such an
officer, the president shall be the chief executive officer of the corporation
and shall, subject to the control of the board of directors, have general
supervision, direction, and control of the business and the officers of the
corporation. He shall preside at all meetings of the shareholders and, in the
absence or non existence of a chairman of the board, at all meetings of the
board of directors. He shall have the general powers and duties of management
usually vested in the office of president of a corporation, and shall have such
other powers and duties as may be prescribed by the board of directors or these
bylaws.

        5.8     VICE PRESIDENTS

                In the absence or disability of the president, the vice
presidents, if any, in order of their rank as fixed by the board of directors
or, if not ranked, a vice president designated by the board of directors, shall
perform all the duties of the president and when so acting shall have all the
powers of, and be subject to all the restrictions upon, the president. The vice
presidents shall have such other powers and perform such other duties as from
time to time may be prescribed for them respectively by the board of directors,
these bylaws, the president or the chairman of the board.

        5.9     SECRETARY

                The secretary shall keep or cause to be kept, at the principal
executive office of the corporation or such other place as the board of
directors may direct, a book of minutes of all meetings and actions of
directors, committees of directors and shareholders. The minutes shall show the
time and place of each meeting, whether regular or special (and, if special, how
authorized and the notice given), the names of those present at directors'
meetings or committee meetings, the number of shares present or represented at
shareholders' meetings, and the proceedings thereof.

                The secretary shall keep, or cause to be kept, at the principal
executive office of the corporation or at the office of the corporation's
transfer agent or registrar, as determined by resolution of the board of
directors, a share register, or a duplicate share register, showing the names of
all shareholders and their addresses, the number and classes of shares held by
each, the number and date of certificates evidencing such shares, 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
meetings of the shareholders and of the board of directors required to be given
by law or by these bylaws. He shall 


                                      -14-
<PAGE>   18
keep the seal of the corporation, if one be adopted, in safe custody and shall
have such other powers and perform such other duties as may be prescribed by the
board of directors or by these bylaws.

        5.10    CHIEF FINANCIAL OFFICER

                The chief financial officer shall keep and maintain, or cause to
be kept and maintained, adequate and correct books and records of accounts of
the properties and business transactions of the corporation, including accounts
of its assets, liabilities, receipts, disbursements, gains, losses, capital,
retained earnings, and shares. The books of account shall at all reasonable
times be open to inspection by any director.

                The chief financial officer shall deposit all money and other
valuables in the name and to the credit of the corporation with such
depositaries as may be designated by the board of directors. He shall disburse
the funds of the corporation as may be ordered by the board of directors, shall
render to the president and directors, whenever they request it, an account of
all of his transactions as chief financial officer 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 of directors or these bylaws.


                                   ARTICLE VI

               INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES,
                                AND OTHER AGENTS

        6.1     INDEMNIFICATION OF DIRECTORS AND OFFICERS

                The corporation shall, to the maximum extent and in the manner
permitted by the Code, indemnify each of its directors and officers against
expenses (as defined in Section 317(a) of the Code), judgments, fines,
settlements, and other amounts actually and reason ably incurred in connection
with any proceeding (as defined in Section 317(a) of the Code), arising by
reason of the fact that such person is or was an agent of the corporation. For
purposes of this Article VI, a "director" or "officer" of the corporation
includes any person (i) who is or was a director or officer of the corporation,
(ii) who is or was serving at the request of the corporation as a director or
officer of another corporation, partnership, joint venture, trust or other
enterprise, or (iii) who was a director or officer of a corporation which was a
predecessor corporation of the corporation or of another enterprise at the
request of such predecessor corporation.

        6.2     INDEMNIFICATION OF OTHERS

                The corporation shall have the power, to the extent and in the
manner permitted by the Code, to indemnify each of its employees and agents
(other than directors and officers) against expenses (as defined in Section
317(a) of the Code), judgments, fines, settlements, and other amounts actually
and reason ably incurred in connection with any proceeding (as defined in
Section 317(a) of the Code), arising by reason of the fact that such person is
or was an agent of the 


                                      -15-
<PAGE>   19
corporation. For purposes of this Article VI, an "employee" or "agent" of the
corporation (other than a director or officer) includes any person (i) who is or
was an employee or agent of the corporation, (ii) who is or was serving at the
request of the corporation as an employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, or (iii) who was an
employee or agent of a corporation which was a predecessor corporation of the
corporation or of another enterprise at the request of such predecessor
corporation.

        6.3     PAYMENT OF EXPENSES IN ADVANCE

                Expenses incurred in defending any civil or criminal action or
proceeding for which indemnification is required pursuant to Section 6.1 or for
which indemnification is permitted pursuant to Section 6.2 following
authorization thereof by the Board of Directors shall be paid by the corporation
in advance of the final disposition of such action or proceeding upon receipt of
an under taking by or on behalf of the indemnified party to repay such amount if
it shall ultimately be determined that the indemnified party is not entitled to
be indemnified as authorized in this Article VI.

        6.4     INDEMNITY NOT EXCLUSIVE

                The indemnification provided by this Article VI shall not be
deemed exclusive of any other rights to which those seeking indemnification may
be entitled under any bylaw, agreement, vote of shareholders or disinterested
directors or otherwise, both as to action in an official capacity and as to
action in another capacity while holding such office, to the extent that such
additional rights to indemnification are authorized in the Articles of
Incorporation.

        6.5     INSURANCE INDEMNIFICATION

                The corporation shall have the power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation against any liability asserted against or incurred by
such person in such capacity or arising out of such person's status as such,
whether or not the corporation would have the power to indemnify him against
such liability under the provisions of this Article VI.

        6.6     CONFLICTS

                No indemnification or advance shall be made under this Article
VI, except where such indemnification or advance is man dated by law or the
order, judgment or decree of any court of competent jurisdiction, in any
circumstance where it appears:

                (1)     That it would be inconsistent with a provision of the
Articles of Incorporation, these bylaws, a resolution of the shareholders or an
agreement in effect at the time of the accrual of the alleged cause of the
action asserted in the proceeding in which the expenses were incurred or other
amounts were paid, which prohibits or otherwise limits indemnification; or

                (2)     That it would be inconsistent with any condition
expressly imposed by a court in approving a settlement.


                                   ARTICLE VII


                                      -16-
<PAGE>   20
                               RECORDS AND REPORTS

        7.1     MAINTENANCE AND INSPECTION OF SHARE REGISTER

                The corporation shall keep either at its principal executive
office or at the office of its transfer agent or registrar (if either be
appointed), as determined by resolution of the board of directors, a record of
its shareholders listing the names and addresses of all shareholders and the
number and class of shares held by each share holder.

                A shareholder or shareholders of the corporation who holds at
least five percent (5%) in the aggregate of the outstanding voting shares of the
corporation or who holds at least one percent (1%) of such voting shares and has
filed a Schedule 14B with the Securities and Exchange Commission relating to the
election of directors, may (i) inspect and copy the records of share holders'
names, addresses, and shareholdings during usual business hours on five (5)
days' prior written demand on the corporation, (ii) obtain from the transfer
agent of the corporation, on written demand and on the tender of such transfer
agent's usual charges for such list, a list of the names and addresses of the
shareholders who are entitled to vote for the election of directors, and their
shareholdings, as of the most recent record date for which that list has been
compiled or as of a date specified by the shareholder after the date of demand.
Such list shall be made available to any such shareholder by the transfer agent
on or before the later of five (5) days after the demand is received or five (5)
days after the date specified in the demand as the date as of which the list is
to be compiled.

                The record of shareholders shall also be open to inspection on
the written demand of any shareholder or holder of a voting trust certificate,
at any time during usual business hours, for a purpose reasonably related to the
holder's interests as a share holder or as the holder of a voting trust
certificate.

                Any inspection and copying under this Section 7.1 may be made in
person or by an agent or attorney of the shareholder or holder of a voting trust
certificate making the demand.

        7.2     MAINTENANCE AND INSPECTION OF BYLAWS

                The corporation shall keep at its principal executive office or,
if its principal executive office is not in the State of California, at its
principal business office in California the original or a copy of these bylaws
as amended to date, which bylaws shall be open to inspection by the shareholders
at all reason able times during office hours. If the principal executive office
of the corporation is outside the State of California and the corporation has no
principal business office in such state, then the secretary shall, upon the
written request of any shareholder, furnish to that share holder a copy of these
bylaws as amended to date.

        7.3     MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS

                The accounting books and records and the minutes of proceedings
of the shareholders, of the board of directors, and of any commit tee or
committees of the board of directors shall be kept at such place or places as
are designated by the board of directors or, in 


                                      -17-
<PAGE>   21
absence of such designation, at the principal executive office of the
corporation. The minutes shall be kept in written form, and the accounting books
and records shall be kept either in written form or in any other form capable of
being converted into written form.

                The minutes and accounting books and records shall be open to
inspection upon the written demand of any shareholder or holder of a voting
trust certificate, at any reasonable time during usual business hours, for a
purpose reasonably related to the holder's interests as a shareholder or as the
holder of a voting trust certificate. The inspection may be made in person or by
an agent or attorney and shall include the right to copy and make extracts. Such
rights of inspection shall extend to the records of each subsidiary corporation
of the corporation.

        7.4     INSPECTION BY DIRECTORS

                Every director shall have the absolute right at any reasonable
time to inspect all books, records, and documents of every kind as well as the
physical properties of the corporation and each of its subsidiary corporations.
Such inspection by a director may be made in person or by an agent or attorney.
The right of inspection includes the right to copy and make extracts of
documents.

        7.5     ANNUAL REPORT TO SHAREHOLDERS; WAIVER

                The board of directors shall cause an annual report to be sent
to the shareholders not later than one hundred twenty (120) days after the close
of the fiscal year adopted by the corporation. Such report shall be sent at
least fifteen (15) days (or, if sent by third-class mail, thirty-five (35) days)
before the annual meeting of shareholders to be held during the next fiscal year
and in the manner specified in Section 2.5 of these bylaws for giving notice to
shareholders of the corporation.

                The annual report shall contain (i) a balance sheet as of the
end of the fiscal year, (ii) an income statement, (iii) a statement of changes
in financial position for the fiscal year, and (iv) any report of independent
accountants or, if there is no such report, the certificate of an authorized
officer of the corporation that the statements were prepared without audit from
the books and records of the corporation.

                The foregoing requirement of an annual report shall be waived so
long as the shares of the corporation are held by fewer than one hundred (100)
holders of record.

        7.6     FINANCIAL STATEMENTS

                If no annual report for the fiscal year has been sent to share
holders, then the corporation shall, upon the written request of any shareholder
made more than one hundred twenty (120) days after the close of such fiscal
year, deliver or mail to the person making the request, within thirty (30) days
thereafter, a copy of a balance sheet as of the end of such fiscal year and an
income statement and statement of changes in financial position for such fiscal
year.

                If a shareholder or shareholders holding at least five percent
(5%) of the outstanding shares of any class of stock of the corporation makes a
written request to the corporation for an 


                                      -18-
<PAGE>   22
income statement of the corporation for the three-month, six-month or nine-month
period of the then current fiscal year ended more than thirty (30) days before
the date of the request, and for a balance sheet of the corporation as of the
end of that period, then the chief financial officer shall cause that statement
to be prepared, if not already prepared, and shall deliver personally or mail
that statement or statements to the person making the request within thirty (30)
days after the receipt of the request. If the corporation has not sent to the
shareholders its annual report for the last fiscal year, the statements referred
to in the first paragraph of this Section 7.6 shall likewise be delivered or
mailed to the shareholder or shareholders within thirty (30) days after the
request.

                The quarterly income statements and balance sheets referred to
in this section shall be accompanied by the report, if any, of any independent
accountants engaged by the corporation or by the certificate of an authorized
officer of the corporation that the financial statements were prepared without
audit from the books and records of the corporation.

        7.7     REPRESENTATION OF SHARES OF OTHER CORPORATIONS

                The chairman of the board, the president, any vice president,
the chief financial officer, the secretary or assistant secretary of this
corporation, or any other person authorized by the board of directors or the
president or a vice president, is authorized to vote, represent, and exercise on
behalf of this corporation all rights incident to any and all shares of any
other corporation or corporations standing in the name of this corporation. The
authority herein granted may be exercised either by such person directly or by
any other person authorized to do so by proxy or power of attorney duly executed
by such person having the authority.


                                  ARTICLE VIII

                                 GENERAL MATTERS

        8.1     RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING

                For purposes of determining the shareholders entitled to receive
payment of any dividend or other distribution or allotment of any rights or the
shareholders entitled to exercise any rights in respect of any other lawful
action (other than action by share holders by written consent without a
meeting), the board of directors may fix, in advance, a record date, which shall
not be more than sixty (60) days before any such action. In that case, only
share holders of record at the close of business on the date so fixed are
entitled to receive the dividend, distribution or allotment of rights, or to
exercise such rights, as the case may be, notwithstanding any transfer of any
shares on the books of the corporation after the record date so fixed, except as
otherwise provided in the Code.

                If the board of directors does not so fix a record date, then
the record date for determining shareholders for any such purpose shall be at
the close of business on the day on which the board adopts the applicable
resolution or the sixtieth (60th) day before the date of that action, whichever
is later.


                                      -19-
<PAGE>   23
        8.2     CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS

                From time to time, the board of directors shall determine by
resolution which person or persons may sign or endorse all checks, drafts, other
orders for payment of money, notes or other evidences of indebtedness that are
issued in the name of or payable to the corporation, and only the persons so
authorized shall sign or endorse those instruments.

        8.3     CORPORATE CONTRACTS AND INSTRUMENTS: HOW EXECUTED

                The board of directors, except as otherwise provided in these
bylaws, may authorize any officer or officers, or agent or agents, to enter into
any contract or execute any instrument in the name of and on behalf of the
corporation; such authority may be general or confined to specific instances.
Unless so authorized or ratified by the board of directors or within the agency
power of an officer, 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 for any amount.

        8.4     CERTIFICATES FOR SHARES

                A certificate or certificates for shares of the corporation
shall be issued to each shareholder when any of such shares are fully paid. The
board of directors may authorize the issuance of certificates for shares partly
paid provided that these certificates shall state the total amount of the
consideration to be paid for them and the amount actually paid. All certificates
shall be signed in the name of the corporation by the chairman of the board or
the vice chairman of the board or the president or a vice president and by the
chief financial officer or an assistant treasurer or the secretary or an
assistant secretary, certifying the number of shares and the class or series of
shares owned by the shareholder. Any or all of the signatures on the certificate
may be facsimile.

                In case any officer, transfer agent or registrar who has signed
or whose facsimile signature has been placed on a certificate ceases to be that
officer, transfer agent or registrar before that certificate is issued, it may
be issued by the corporation with the same effect as if that person were an
officer, transfer agent or registrar at the date of issue.

        8.5     LOST CERTIFICATES

                Except as provided in this Section 8.5, no new certificates for
shares shall be issued to replace a previously issued certificate unless the
latter is surrendered to the corporation and canceled at the same time. The
board of directors may, in case any share certificate or certificate for any
other security is lost, stolen or destroyed, authorize the issuance of
replacement certificates on such terms and conditions as the board may require;
the board may require indemnification of the corporation secured by a bond or
other adequate security sufficient to protect the corporation against any claim
that may be made against it, including any expense or liability, on account of
the alleged loss, theft or destruction of the certificate or the issuance of the
replacement certificate.


                                      -20-
<PAGE>   24
        8.6     CONSTRUCTION; DEFINITIONS

                Unless the context requires otherwise, the general provisions,
rules of construction, and definitions in the Code shall govern the construction
of these bylaws. Without limiting the generality of this provision, the singular
number includes the plural, the plural number includes the singular, and the
term "person" includes both a corporation and a natural person.


                                   ARTICLE IX

                                   AMENDMENTS

        9.1     AMENDMENT BY SHAREHOLDERS

                New bylaws may be adopted or these bylaws may be amended or
repealed by the vote or written consent of holders of a majority of the
outstanding shares entitled to vote; provided, however, that if the articles of
incorporation of the corporation set forth the number of authorized directors of
the corporation, then the authorized number of directors may be changed only by
an amendment of the articles of incorporation.

        9.2     AMENDMENT BY DIRECTORS

                Subject to the rights of the shareholders as provided in Section
9.1 of these bylaws, bylaws, other than a bylaw or an amendment of a bylaw
changing the authorized number of directors (except to fix the authorized number
of directors pursuant to a bylaw providing for a variable number of directors),
may be adopted, amended or repealed by the board of directors.


                                      -21-
<PAGE>   25
                        CERTIFICATE OF ADOPTION OF BYLAWS

                                       OF

                           QUALITY SEMICONDUCTOR, INC.



                            Adoption by Incorporator

        The undersigned person appointed in the Articles of Incorporation to act
as the Incorporator of QUALITY SEMICONDUCTOR, INC. hereby adopts the foregoing
bylaws, comprising twenty-two (22) pages, as the Bylaws of the corporation.

        Executed this 21st day of October 1988.


                                       /s/  Steven J. Hanley
                                       -----------------------------------------
                                       Steven J. Hanley, Incorporator


                            Certificate by Secretary
                           of Adoption by Incorporator


        The undersigned hereby certifies that he is the duly elected, qualified,
and acting Secretary of QUALITY SEMICONDUCTOR, INC. and that the foregoing
Bylaws, comprising twenty-two (22) pages, were adopted as the Bylaws of the
corporation on October 21, 1988, by the person appointed in the Articles of
Incorporation to act as the Incorporator of the corporation.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand and
affixed the corporate seal this 21st day of October 1988.



                                       /s/  Craig W. Johnson
                                       -----------------------------------------
                                       Craig W. Johnson, Secretary



<PAGE>   26
                            CERTIFICATE OF AMENDMENT
                                  OF BYLAWS OF
                           QUALITY SEMICONDUCTOR, INC.

        The undersigned, Stephen Vonderach, hereby certifies that:

        1.      I am the duly elected and incumbent Secretary of Quality
Semiconductor, Inc., a California corporation (the "Company").

        2.      By action of the Board of Directors of the Company duly adopted
at a meeting duly called and held on February 27, 1998, at which a quorum was
present and acting throughout, Section 3.2 of the Bylaws of the Company
regarding the number of directors was amended to read as follows:

        "Amended to decrease the number of authorized directors to six (6) by
        resolution of the Board of Directors on February 27, 1998"

        3.      The matters set forth in this certificate are true and correct
of my own knowledge.


Date:  December 2, 1998


                                       /s/  Stephen Vonderach
                                       -----------------------------------------
                                       Stephen Vonderach, Secretary


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