<PAGE>
 
                                                                     Exhibit 3.2
 
                             AMENDED AND RESTATED

                                    BY-LAWS

                                      of

                               PINKERTON'S, INC.
<PAGE>
 
                               TABLE OF CONTENTS

<TABLE>
<CAPTION> 
                                                                            Page
                                                                            ----
<S>                                                                         <C>
ARTICLE I    OFFICES........................................................ 1
     Section 1.01 REGISTERED OFFICE......................................... 1
     Section 1.02 PRINCIPAL OFFICE.......................................... 1
     Section 1.03 OTHER OFFICES............................................. 1
                                                            
ARTICLE II   MEETINGS OF STOCKHOLDERS....................................... 1
     Section 2.01 ANNUAL MEETINGS........................................... 1
     Section 2.02 SPECIAL MEETINGS.......................................... 1
     Section 2.03 PLACE OF MEETINGS......................................... 1
     Section 2.04 NOTICE OF MEETINGS........................................ 2
     Section 2.05 QUORUM.................................................... 2
     Section 2.06 VOTING.................................................... 3
     Section 2.07 LIST OF STOCKHOLDERS...................................... 4
     Section 2.08 INSPECTOR OF ELECTION..................................... 4
     Section 2.09 ADVANCE NOTICE OF STOCKHOLDER PROPOSALS   
                  BEFORE ANY MEETING OF STOCKHOLDERS........................ 4
     Section 2.10 FIXING DATE FOR DETERMINATION OF          
                  STOCKHOLDERS OF RECORD.................................... 5
                                                            
ARTICLE III  BOARD OF DIRECTORS............................................. 6
     Section 3.01 GENERAL POWERS............................................ 6
     Section 3.02 NUMBER AND TERM........................................... 6
     Section 3.03 ELECTION OF DIRECTORS..................................... 7
     Section 3.04 RESIGNATION AND REMOVAL................................... 8
     Section 3.05 VACANCIES................................................. 8
     Section 3.06 PLACE OF MEETING; TELEPHONE CONFERENCE MEETING............ 8
     Section 3.07 FIRST MEETING............................................. 9
     Section 3.08 REGULAR MEETINGS.......................................... 9
     Section 3.09 SPECIAL MEETINGS.......................................... 9
     Section 3.10 QUORUM AND ACTION......................................... 9
     Section 3.11 ACTION BY CONSENT......................................... 9
     Section 3.12 COMPENSATION.............................................. 10
     Section 3.13 COMMITTEES................................................ 10
     Section 3.14 OFFICERS OF THE BOARD..................................... 10

ARTICLE IV   OFFICERS....................................................... 11
     Section 4.01 OFFICERS.................................................. 11
     Section 4.02 ELECTION AND TERM......................................... 11
     Section 4.03 SUBORDINATE OFFICERS...................................... 11
     Section 4.04 REMOVAL AND RESIGNATION................................... 11
     Section 4.05 VACANCIES................................................. 12
     Section 4.06 CHIEF EXECUTIVE OFFICER................................... 12
     Section 4.07 PRESIDENT................................................. 12
</TABLE> 

                                       i
<PAGE>
 
     Section 4.08 EXECUTIVE VICE PRESIDENT.................................. 12
     Section 4.09 VICE PRESIDENT............................................ 12
     Section 4.10 SECRETARY................................................. 13
     Section 4.11 TREASURER................................................. 13
 
ARTICLE V    CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.................. 14
     Section 5.01 EXECUTION OF CONTRACTS.................................... 14
     Section 5.02 CHECKS, DRAFTS, ETC....................................... 14
     Section 5.03 DEPOSIT................................................... 14
     Section 5.04 GENERAL AND SPECIAL BANK ACCOUNTS......................... 14
 
ARTICLE VI   SHARES AND THEIR TRANSFER...................................... 15
     Section 6.01 CERTIFICATES FOR STOCK.................................... 15
     Section 6.02 TRANSFER OF STOCK......................................... 15
     Section 6.03 REGULATIONS............................................... 15
     Section 6.04 LOST, STOLEN, DESTROYED AND MUTILATED 
                  CERTIFICATES.............................................. 16
     Section 6.05 REPRESENTATION OF SHARES OF OTHER 
                  CORPORATIONS.............................................. 16
 
ARTICLE VII  INDEMNIFICATION................................................ 16
     Section 7.01 ACTIONS OTHER THAN BY OR IN THE RIGHT OF THE 
                  CORPORATION............................................... 16
     Section 7.02 ACTIONS BY OR IN THE RIGHT OF THE 
                  CORPORATION............................................... 17
     Section 7.03 DETERMINATION OF RIGHT OF INDEMNIFICATION................. 17
     Section 7.04 INDEMNIFICATION AGAINST EXPENSES OF 
                  SUCCESSFUL PARTY.......................................... 17
     Section 7.05 ADVANCE OF EXPENSES....................................... 17
     Section 7.06 OTHER RIGHTS AND REMEDIES................................. 18
     Section 7.07 INSURANCE................................................. 18
     Section 7.08 CONSTITUENT CORPORATIONS.................................. 18
     Section 7.09 EMPLOYEE BENEFIT PLANS.................................... 18
     Section 7.10 BROADEST LAWFUL INDEMNIFICATION........................... 19
     Section 7.11 TERM...................................................... 20
     Section 7.12 SEVERABILITY.............................................. 20
     Section 7.13 AMENDMENTS................................................ 20
 
ARTICLE VIII MISCELLANEOUS.................................................. 20
     Section 8.01 SEAL...................................................... 20
     Section 8.02 WAIVER OF NOTICES......................................... 20
     Section 8.03 LOANS AND GUARANTIES...................................... 21
     Section 8.04 GENDER.................................................... 21
     Section 8.05 AMENDMENTS................................................ 21


                                      ii
<PAGE>
 
                              AMENDED AND RESTATED
                                    BY-LAWS
                                       of
                               PINKERTON'S, INC.
                             a Delaware Corporation


                                   ARTICLE I

                                    OFFICES
                                    -------

          Section 1.01   REGISTERED OFFICE.  The registered office of
Pinkerton's, Inc. (hereinafter called the "Corporation") shall be at such place
in the State of Delaware as shall be designated by the Board of Directors
(hereinafter called the "Board").

          Section 1.02 PRINCIPAL OFFICE.  The principal office for the
transaction of the business of the Corporation shall be at such location, within
or without the State of Delaware, as shall be designated by the Board.

          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.  Except as otherwise required by law
and subject to any provision fixed by, or pursuant to, the Certificate of
Incorporation of the Corporation, special meetings of the stockholders of the
Corporation for any purpose or purposes may be called at any time by the Board
pursuant to a resolution approved by a majority of the entire Board, or by the
Chairman of the Board or the Chief Executive Officer or President of the
Corporation or by a committee of the Board (duly authorized and empowered by the
Board to call such meetings), but such special meetings shall not be called by
any other person or persons.

          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 
<PAGE>
 
may from time to time be designated by the person or persons calling the
respective meetings 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 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 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.  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.

          Notice shall not be required to be given to any stockholder to whom
(i) notice of two consecutive annual meetings, and all notices of meetings or of
the taking of action by written consent without a meeting to such person during
the period between such two consecutive annual meetings, or (ii) all, and at
least two, payments of dividends or interest on securities during a twelve month
period, have been sent by first class mail addressed to such person at his
address as shown on the records of the Corporation and have been returned
undeliverable.  Any action or meeting which shall have been taken or held
without notice to such person shall have the same force and effect as if such
notice had been duly given.  If any such person shall deliver to the Corporation
a written notice setting forth his then current address, the requirement that
notice be given to such person shall be reinstated.

          No notice need be given to any person with whom communication is
unlawful, nor shall there be any duty to apply to any governmental authority or
agency for any permit or license to give notice to any such person.

          Section 2.05 QUORUM.  Except as provided by law or by the Certificate
of Incorporation, the holders of record of a majority in voting interest of the
shares of stock of the Corporation entitled to be voted, 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. The
stockholders 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 stockholders to leave less than a quorum. In the absence of
a quorum at any meeting or any adjournment thereof, a majority in voting
interest of the stockholders 
<PAGE>
 
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 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) At each meeting of the stockholders, each stockholder shall be
entitled to vote in person or by proxy each share or fractional share of the
stock of the Corporation which has 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 2.10 of these By-laws 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,
tenants in common, tenants by the 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 (the "GCL").

          (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
meeting prior to the voting of the proxy. At any meeting of the stockholders,
all matters, except as otherwise provided in the 
<PAGE>
 
Certificate of Incorporation, in the By-laws 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. 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 meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten (10) days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the entire duration thereof, and may be inspected by any stockholder who
is present.

          Section 2.08 INSPECTOR OF ELECTION.  At any meeting of the
stockholders, the chairman of such meeting may appoint an inspector or
inspectors of election to act with respect to such vote.  Each inspector so
appointed shall first subscribe an oath faithfully to execute the duties of an
inspector at such meeting with strict impartiality and according to the best of
his ability.  Such inspectors 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 the inspectors shall be in writing and
subscribed and delivered by them to the Secretary of the Corporation.
Inspectors need not be stockholders of the Corporation, and any officer of the
Corporation may be an inspector 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 BEFORE ANY
MEETING OF STOCKHOLDERS.  At any special meeting of stockholders, only such
business shall be conducted as shall have been set forth in the notice of
special meeting.  To be properly brought before an annual meeting of
stockholders, business must be (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board, (b) otherwise
properly brought before the meeting by or at the direction of the Board or (c)
otherwise properly brought before the meeting by a stockholder of the
Corporation who is a stockholder of record at the time of giving of the notice
provided for below and at the time of the annual meeting at which the business
is proposed to be conducted, who shall be entitled to vote at such meeting upon
such proposed business if the same shall come before the meeting and who
complies with the procedures set forth in this 
<PAGE>
 
Section 2.09. For business to be properly brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in writing to
the Secretary of the Corporation. To be timely, a stockholder's notice must be
delivered to, or mailed and received at, the principal executive offices of the
Corporation not less than one hundred twenty (120) days prior to the first
anniversary of the date of the proxy statement given by the Corporation to its
stockholders in connection with the previous year's annual meeting. A
stockholder's notice to the Secretary shall set forth as to each matter the
stockholder proposes to bring before the meeting: (i) a brief description of the
business desired to be brought and the reasons for conducting such business at
the meeting, (ii) the name and record address of the stockholder proposing such
business and any other stockholders known by such stockholder to be supporting
such proposal, (iii) the class and number of shares of the Corporation which are
beneficially owned by the stockholder and by any other stockholders known by
such stockholder to be supporting such proposal, and (iv) any material or
financial interest of the stockholder in such business.

          Notwithstanding anything in these By-laws 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 the Board or
other presiding officer shall, if the facts warrant, determine and declare at
any meeting of the stockholders that business was not properly brought before
the meeting in accordance with the provisions of this Section 2.09, and if he
should so determine, he shall so declare to the meeting and any such business
not properly brought before the meeting shall not be transacted.  In addition to
the foregoing provisions of this Section 2.09, a stockholder shall also comply
with all applicable requirements of the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder with respect to the matters
contemplated by this Section 2.09.

          Section 2.10 FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD.

          (a) 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, the Board may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is adopted
by the Board, and which record date shall not be more than sixty (60) nor less
than ten (10) days before the date of such meeting.  If no record date is fixed
by the Board, the record date for determining stockholders entitled to notice of
or to vote at a meeting of stockholders shall be at the close of business on the
day next preceding the day on which notice is given, or, if notice is waived, at
the close of business on the day next preceding the day on which the meeting is
held.  A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board may fix a new record date for the adjourned
meeting.
<PAGE>
 
          (b) In order that the Corporation may determine the stockholders
entitled to consent to corporate action in writing without a meeting, the Board
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the Board, and which record
date shall not be more than ten (10) days after the date upon which the
resolution fixing the record date is adopted by the Board.  If no record date
has been fixed by the Board, the record date for determining stockholders
entitled to consent to corporate action in writing without a meeting, when no
prior action by the Board of Directors is required by the GCL, shall be the
first date on which a signed consent setting forth the action taken or proposed
to be taken is delivered to the Corporation in the State of Delaware, its
principal place of business, or an officer or agent of the Corporation having
custody of the book in which proceedings of meetings of stockholders are
recorded.  Delivery made to the Corporation's registered office shall be by hand
or by certified or registered mail, return receipt requested.  If no record date
has been fixed by the Board and prior action by the Board is required by the
GCL, the record date for determining stockholders entitled to consent to
corporate action in writing without a meeting shall be at the close of business
on the day on which the Board adopts the resolution taking such prior action.

          (c) In order that the Corporation may determine the stockholders
entitled to receive payment of any dividend or other distribution or allotment
of any rights or the stockholders entitled to exercise any rights in respect of
any change, conversion or exchange of stock, or for the purpose of any other
lawful action, the Board may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted,
and which record date shall not be more than sixty (60) days prior to such
actions.  If no record date is fixed, the record date for determining
stockholders for any such purpose shall be at the close of business on the day
on which the Board adopts the resolution related thereto.

                                  ARTICLE III

                               BOARD OF DIRECTORS
                               ------------------

          Section 3.01 GENERAL POWERS.  The property, business and affairs of
the Corporation shall be managed by or under the direction of the Board, which
may exercise all of the powers of the Corporation, except such as are by the
Certificate of Incorporation, by the By-laws or by law conferred upon or
reserved to the stockholders.

          Section 3.02 NUMBER AND TERM.  The authorized number of directors of
the Corporation shall be between six (6) and twelve (12), as established from
time to time by resolution of the Board.  Until changed by resolution of the
Board, the authorized number of directors of the Corporation shall be eight (8).
Directors need not be stockholders of the Corporation.  Each director shall hold
office until a successor is elected and qualified or until the director resigns
or is removed.
<PAGE>
 
          Section 3.03 ELECTION OF DIRECTORS.

          (a) 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 provision
for a classified Board of Directors.

          (b) Nomination of persons for election to the Board, other than those
made by or at the direction of the Board or by any nominating committee or
person appointed by the Board, shall be made by a stockholder only if timely
written notice of such nomination or nominations has been given to the Secretary
of the Corporation. To be timely, such notice shall be delivered to or mailed
and received at the principal executive offices of the Corporation not less than
fifty (50) days nor more than seventy-five (75) days prior to the annual
meeting; provided, however, that in the event that less than sixty (60) days'
notice or prior public disclosure of the date of the annual meeting is given or
made to stockholders, notice by the stockholder to be timely must be so received
not later than the close of business on the tenth day following the day on which
such notice of the date of the annual meeting was mailed or such public
disclosure was made. Each such notice to the Secretary shall set forth: (i) the
name and address of record of the stockholder who intends to make the nomination
or nominations; (ii) the class and number of shares of capital stock of the
Corporation that are beneficially owned by the stockholder and a representation
that the stockholder intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice; (iii) the name, age,
business address and residence address, and principal occupation or employment
of each nominee; (iv) the class and number of shares of capital stock of the
Corporation that are beneficially owned by each nominee; (v) a description of
all arrangements or understandings between the stockholder and each nominee and
any other person or persons pursuant to which the nomination or nominations are
to be made by the stockholder; (vi) such other information regarding each
nominee as would be required to be disclosed and included in a proxy statement
pursuant to the proxy rules then in effect promulgated by the Securities and
Exchange Commission under Section 14 of the Securities Exchange Act of 1934, as
amended; and (vii) the consent of each nominee to serve as a director of the
Corporation if so elected. The Corporation may require any proposed nominee to
furnish such other information as may reasonably be required by the Corporation
to determine the eligibility of such proposed nominee to serve as a director of
the Corporation.

          The Board may reject any nomination by a stockholder not timely made
or otherwise not in accordance with the terms of paragraph (b) of this Section
3.03.  If the Board reasonably determines that the information provided in the
stockholder's notice does not satisfy the informational requirements of this
paragraph (b) in any material respect, the Secretary of the Corporation shall
promptly notify such stockholder of the deficiency in writing.  The stockholder
shall have an opportunity to 
<PAGE>
 
cure the deficiency by providing additional information to the Secretary within
such period of time, not to exceed ten (10) days from the date such deficiency
notice is given to the stockholder, as the Board shall reasonably determine. If
the deficiency is not cured within such period, or if the Board reasonably
determines that the additional information provided by the stockholder, together
with the information previously provided, does not satisfy the requirements of
this paragraph (b) in any material respect, then the Board may reject such
stockholder's nomination. The Secretary of the Corporation shall notify a
stockholder in writing whether his nomination has been made in accordance with
the requirements of this paragraph (b).

          Section 3.04 RESIGNATION AND REMOVAL.  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 is 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.

          Except as and to the extent provided in the Corporation's Certificate
of Incorporation, any or all of the directors of the Corporation may be removed
from office at any time, but only for cause and only by the affirmative vote of
the holders of eighty percent (80%) of the outstanding voting stock of the
Corporation, voting as a single class.

          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, or by a sole remaining director. 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. No reduction of the authorized number of directors shall have the
effect of removing any director prior to the expiration of his term of office.

          Upon the resignation of one or more directors from the Board,
effective at a future date, a majority of the directors then in office,
including those who have so resigned, shall have the power to fill such vacancy
or vacancies, the vote thereon to take effect when such resignation or
resignations shall become effective, and each director so chosen shall hold
office as provided hereinabove in the filling of other vacancies.

          Section 3.06 PLACE OF MEETING; TELEPHONE CONFERENCE MEETING.  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 or persons calling the meeting or in the
notice or waiver of notice of any such meeting.  Directors may participate in
any regular or special meeting of the Board or any meeting of a committee
thereof by 
<PAGE>
 
means of conference telephone or similar communications equipment pursuant to
which all persons participating in the meeting 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 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 which is 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, a Chairman Emeritus, the Chief
Executive Officer, or by any three (3) 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 the time and place of special meetings shall be given to
each director either (i) by mailing or otherwise sending to him a written notice
of such meeting, charges prepaid, addressed to him at his address as it is shown
upon the records of the Corporation, or if it is not so shown on such records or
is not readily ascertainable, at the place in which the meetings of the
directors are regularly held, at least seventy-two (72) hours prior to the time
of the holding of such meeting; or (ii) by orally communicating the time and
place of the special meeting to him at least twenty-four (24) hours prior to the
time of the holding of such meeting.  Either of the notices as above provided
shall be due, legal and personal notice to such director.

          Section 3.10 QUORUM AND ACTION.  Except as otherwise provided in the
By-laws 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 of such committee, as the case may be, and such written consent is
filed with the minutes of proceedings of the Board or such committee.  Such
action 
<PAGE>
 
by written consent shall have the same force and effect as the unanimous vote of
such directors.

          Section 3.12 COMPENSATION.  No stated salary need be paid to
directors, as such, for their services but, as fixed from time to time by
resolution of the Board, the directors may receive directors' fees, compensation
and reimbursement for expenses for attendance at directors' meetings, for
serving on committees and for discharging their duties; provided that nothing
herein contained shall be construed to preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.

          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.  The Board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee.  In
the absence or disqualification of a member of a committee, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint another member of
the Board to act at the meeting in place of any such absent or disqualified
member.  Any such committee, to the extent permitted by law and provided in the
resolution of the Board establishing such committees, 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 the power or authority in reference to amending the
Certificate of Incorporation (except as provided by law), 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 the dissolution of the Corporation or
revocation of a dissolution, or amending the By-laws; and unless the resolution
of the Board expressly so provides, no such committee shall have the power or
authority to declare a dividend, to authorize the issuance of stock or to adopt
a certificate of ownership and merger.

          Unless the Board otherwise provides, each committee designated by the
Board may make, alter and repeal rules for the conduct of its business.  In the
absence of such rules each committee shall conduct its business in the same
manner as the Board conducts its business pursuant to these By-laws.  Any such
committee shall keep written minutes of its meetings and report the same to the
Board when required.

          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 or the Vice Chairman shall be appointed from time to time
by the Board and shall have such powers and duties as shall be approved by the
Board or as prescribed in the By-laws.  The Chairman of the Board 
<PAGE>
 
shall preside at the meetings of the Board and of the stockholders, provided
that, at his option, he may delegate these duties, or either of them, to the
Chief Executive Officer.

                                   ARTICLE IV

                                    OFFICERS
                                    --------

          Section 4.01 OFFICERS.  The Officers of the Corporation shall be a
Chief Executive Officer, a President, one or more Executive Vice Presidents, one
or more Vice Presidents, a Secretary and a Treasurer.  The Corporation may also
have, at the discretion of the Board, one or more Assistant 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 4.03
of these By-laws.  One person may hold two or more offices, except that the
Secretary may not also hold the office of President or Chief Executive Officer.
The salaries of all officers of the Corporation shall be fixed from time to time
by the Board.

          Section 4.02 ELECTION AND TERM.  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 these By-laws, 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 until his successor shall be elected and
qualified.

          Section 4.03 SUBORDINATE OFFICERS.  The Board may appoint, or may
authorize the Chief Executive Officer to 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 the By-laws or as the Board or the
Chief Executive Officer from time to time may 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,
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 the case of an
officer chosen by the Board, by any officer upon whom such power of removal may
be conferred by the Board.

          The Chief Executive Officer may resign at any time by giving written
notice to the Chairman of the Board and the Secretary and any other officer may
resign at any time by giving written notice to the Chief Executive Officer 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.
<PAGE>
 
          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 By-laws for the regular appointments to such office.

          Section 4.06 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.  He shall have the general powers and duties of management usually
vested in the chief 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 prescribed by the By-laws.  In the absence or disability of the
President, the Chief Executive Officer, in addition to his assigned duties and
powers, shall perform all the duties of the President and when so acting shall
have all the powers and be subject to all the restrictions upon the President.

          Section 4.07 PRESIDENT.  The President shall exercise and perform
such powers and duties with respect to the administration of the business and
the affairs of the Corporation as may from time to time be assigned to him by
the Chief Executive Officer (unless the President is also the Chief Executive
Officer) or by the Board or as is prescribed in the By-laws.  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 the
powers and be subject to all of the restrictions upon the Chief Executive
Officer.

          Section 4.08 EXECUTIVE VICE PRESIDENT.  The Executive Vice Presidents
shall exercise and perform such powers and duties with respect to the
administration of the business and affairs of the Corporation as from time to
time may be assigned to each of them by the President, the Chief Executive
Officer, the Board or as is prescribed by the By-laws. In the absence or
disability of the President and the Chief Executive Officer, the Executive Vice
Presidents, in order of their rank as fixed by the Board, or if not ranked, the
Executive 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 4.09 VICE PRESIDENT.  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 from time to time may be assigned to
each of them by the President, the Chief Executive Officer, the Board or as is
prescribed by the By-laws.  The Board may authorize the Chief Executive Officer
to appoint such Vice Presidents as the business of the Corporation may require,
each of whom shall have such authority and perform such duties as are provided
in the By-laws or as the Board or the Chief Executive Officer from time to time
may specify, and shall hold office until he shall resign or shall be removed or
otherwise disqualified to serve.
<PAGE>
 
          Section 4.10 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 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 the By-laws 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 the By-laws.  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 of these By-laws, 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 of these By-laws, then any such person or persons may
give notice of any such special meeting.

          Section 4.11 TREASURER.  The 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 at all reasonable times shall
be open to inspection by any director.

          The 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 of his
transactions as 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 the By-laws.
<PAGE>
 
                                   ARTICLE V

                 CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
                 ----------------------------------------------

          Section 5.01 EXECUTION OF CONTRACTS.  The Board, except as otherwise
provided in the By-laws, may authorize any officer or officers, agent or agents,
or employee or employees 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 the
By-laws, 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.

          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 DEPOSIT.  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 President, the
Chief Executive Officer, any Executive Vice President or the Treasurer (or any
other officer or officers, assistant or assistants, agent or agents, or attorney
or attorneys of the Corporation who shall be determined by the Board from time
to time) 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 from time
to time may 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 an 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 the By-laws, as it may deem expedient.
<PAGE>
 
                                   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, in such
form as the Board shall prescribe, certifying the number and class of shares of
the stock for 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 an Executive 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 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 cancelled, and no new certificate
or certificates shall be issued in exchange for any existing certificate until
such existing certificate shall have been so cancelled, except in cases provided
for in Section 6.04 of these By-laws.

          Section 6.02 TRANSFER OF STOCK.  Transfer 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 of these By-laws, 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 the By-laws,
concerning the issue, transfer and registration of certificates for shares of
the stock of the Corporation.  The Board 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, 
<PAGE>
 
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 sums 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 REPRESENTATION OF SHARES OF OTHER CORPORATIONS.  The
President or any Executive Vice President and the Secretary or any Assistant
Secretary of this Corporation are authorized to vote, represent and exercise on
behalf of this Corporation all rights incident to all shares of any other
corporation or corporations standing in the name of this Corporation.  The
authority herein granted to said officers to vote or represent on behalf of this
Corporation any and all shares held by this Corporation in any other corporation
or corporations may be exercised either by such officers in person or by any
person authorized so to do by proxy or power of attorney duly executed by said
officers.

                                  ARTICLE VII

                                INDEMNIFICATION
                                ---------------

          Section 7.01 ACTIONS 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.
<PAGE>
 
          Section 7.02 ACTIONS 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 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 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 of these By-laws (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 Sections 7.01 and 7.02 of these By-laws. 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 VII, 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 of these By-laws, 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 by an officer
or director 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 upon receipt of an undertaking by or on
behalf of the director or officer to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the Corporation as
authorized in this Article VII.  Such expenses incurred by other employees and
agents may be so paid upon such terms and conditions, if any, as the Board deems
appropriate.
<PAGE>
 
          Section 7.06 OTHER RIGHTS AND REMEDIES.  The indemnification and
advancement of expenses provided by, or granted pursuant to, the other Sections
of this Article VII shall not be deemed exclusive and are declared expressly to
be nonexclusive of any other rights to which those seeking indemnification or
advancements of expenses may be entitled under any by-law, 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.

          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 VII.

          Section 7.08 CONSTITUENT CORPORATIONS.  For the purposes of this
Article VII, 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 VII 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 EMPLOYEE BENEFIT PLANS.  For the purposes of this
Article VII, 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 VII.
<PAGE>
 
          Section 7.10 BROADEST LAWFUL INDEMNIFICATION.  In addition to the
foregoing, the Corporation shall, to the broadest and maximum extent permitted
by Delaware law, as the same exists from time to time (but, in case of any
amendment to or change in Delaware law, only to the extent that such amendment
or change permits the Corporation to provide broader rights of indemnification
than is permitted to the Corporation prior to such amendment or change),
indemnify each 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 by reason of the fact that he
is or was a director or officer of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, 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. In addition, the Corporation shall, to the broadest
and maximum extent permitted by Delaware law, as the same may exist from time to
time (but, in case of any amendment to or change in Delaware law, only to the
extent that such amendment or change permits the Corporation to provide broader
rights of payment of expenses incurred in advance of the final disposition of an
action, suit or proceeding than is permitted to the Corporation prior to such
amendment or change), pay to such person any and all expenses (including
attorneys' fees) incurred in defending or settling any such action, suit or
proceeding in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of the director or
officer, to repay such amount if it shall ultimately be determined by a final
judgment or other final adjudication that he is not entitled to be indemnified
by the Corporation as authorized in this Section 7.10. The first sentence of
this Section 7.10 to the contrary notwithstanding, the Corporation shall not
indemnify any such person with respect to any of the following matters: (i)
remuneration paid to such person if it shall be determined by a final judgment
or other final adjudication that such remuneration was in violation of law; or
(ii) any accounting of profits made from the purchase or sale by such person of
the Corporation's securities within the meaning of Section 16(b) of the
Securities Exchange Act of 1934 and amendments thereto or similar provisions of
any federal, state or local statutory law; or (iii) actions brought about or
contributed to by the dishonesty of such person, if a final judgment or other
final adjudication adverse to such person establishes that acts of active and
deliberate dishonesty were committed or attempted by such person with actual
dishonest purpose and intent and were material to the adjudication; or (iv)
actions based on or attributable to such person having gained any personal
profit or advantage to which he was not entitled, in the event that a final
judgment or other final adjudication adverse to such person establishes that
such person in fact gained such personal profit or other advantage to which he
was not entitled; or (v) any matter in respect of which a final decision by a
court with competent jurisdiction shall determine that indemnification is
unlawful; provided, however, that the Corporation shall perform its obligations
under the second sentence of this Section 7.10 on behalf of such person until
such time as it shall be ultimately determined by a final judgment or other
final adjudication that he is 
<PAGE>
 
not entitled to be indemnified by the Corporation as authorized by the first
sentence of this Section 7.10 by virtue of any of the preceding clauses (i),
(ii), (iii), (iv) or (v).

          Section 7.11 TERM.  The indemnification and advancement of expenses
provided by, or granted pursuant to, this Article VII shall, unless otherwise
provided when authorized or ratified, 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.

          Section 7.12 SEVERABILITY.  If any part of this Article VII shall be
found, in any action, suit or proceeding or appeal therefrom or in any other
circumstances or as to any particular officer, director, employee or agent to be
unenforceable, ineffective or invalid for any reason, the enforceability, effect
and validity of the remaining parts or of such parts in other circumstances
shall not be affected, except as otherwise required by applicable law.

          Section 7.13 AMENDMENTS.  The foregoing provisions of this Article
VII shall be deemed to constitute an agreement between the Corporation and each
of the persons entitled to indemnification hereunder, for as long as such
provisions remain in effect.  Any amendment to the foregoing provisions of this
Article VII which limits or otherwise adversely affects the scope of
indemnification or rights of any such persons hereunder shall, as to such
persons, apply only to claims arising, or causes of action based on actions or
events occurring, after such amendment and delivery of notice of such amendment
is given to the person or persons so affected.  Until notice of such amendment
is given to the person or persons whose rights hereunder are adversely affected,
such amendment shall have no effect on such rights of such persons hereunder.
Any person entitled to indemnification under the foregoing provisions of this
Article VII shall, as to any act or omission occurring prior to the date of
receipt of such notice, be entitled to indemnification to the same extent as had
such provisions continued as By-laws of the Corporation without such amendment.

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

          Section 8.02 WAIVER OF NOTICES.  Whenever notice is required to be
given under any provision of the By-laws, the Certificate of Incorporation or by
law, a written waiver, signed by the person entitled to notice, whether before
or after the time stated therein, shall be deemed equivalent to notice.
Attendance of a person at a meeting shall constitute a waiver of notice of such
meeting, except when 
<PAGE>
 
a person attends a meeting for the express purpose of objecting at the beginning
of the meeting to the transaction of any business because the meeting is not
lawfully called or convened. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the stockholders, directors, or
members of a committee of directors need be specified in any written waiver of
notice unless required by the Certificate of Incorporation.

          Section 8.03 LOANS AND GUARANTIES.  The Corporation may lend money
to, or guarantee any obligation of, and otherwise assist any officer or other
employee of the Corporation or of its subsidiaries, including any officer who is
a director, whenever, in the judgment of the Board, such loan, guaranty or
assistance may reasonably be expected to benefit the Corporation.  The loan,
guaranty, or other assistance may be with or without interest, and may be
unsecured or secured in such manner as the Board shall approve, including,
without limitation, a pledge of shares of stock of the Corporation.

          Section 8.04 GENDER.  All personal pronouns used in the By-laws shall
include the other genders, whether used in the masculine, feminine or neuter
gender, and the singular shall include the plural, and vice versa, whenever and
as often as may be appropriate.

          Section 8.05 AMENDMENTS.  The By-laws, or any of them, may be
rescinded, altered, amended or repealed, and new By-laws 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 stockholders, by
the vote of the holders of eighty (80%) percent of the outstanding voting stock
of the Corporation, at any annual or special meeting of stockholders, provided
that notice of such proposed amendment, modification, repeal or adoption is
given in the notice of the annual or special meeting; provided, however, that
the By-laws can only be amended if such amendment would not conflict with the
Certificate of Incorporation. Any By-laws made or altered by the requisite
number of stockholders may be altered or repealed by the Board of Directors or
may be altered or repealed by the requisite number of stockholders.
<PAGE>
 
                            CERTIFICATE OF SECRETARY

     I, C. Michael Carter, Corporate Secretary of Pinkerton's, Inc., a Delaware
Corporation (the "Corporation"), do hereby certify that the following
Resolutions were duly adopted at a meeting of the Board of Directors of the
Corporation, duly called and held on December 11, 1996, at which a quorum was
present and acting throughout, and that said Resolutions have not been
rescinded, amended or modified:

     RESOLVED, that Section 3.02 of the By-Laws of the Corporation be amended to
     read in its entirety as follows:

     "Section 3.02   NUMBER AND TERM.  The authorized number of directors of the
     Corporation shall be established from time to time by the Board.  Until
     changed by amendment to this Section 3.02, the authorized number of
     directors of the Corporation shall be nine (9).  Directors need not be
     stockholders of the Corporation.  Each director shall hold office until a
     successor is elected and qualified or until the director resigns or is
     removed."

     RESOLVED, that the chief executive, financial and legal officers of the
     Corporation be, and each of them hereby is, authorized to take all such
     actions, and to execute and deliver such agreements, instruments and
     documents, in the name and on behalf of the Corporation and under its
     corporate seal, and to pay such expenses as in their judgment shall be
     necessary, proper and advisable to fully carry out the intent and
     accomplish the purposes of the foregoing resolution.

IN WITNESS WHEREOF, I have hereunto set my hand this 11th day of December, 1996.


                              /s/  C. Michael Carter
                              -----------------------
                              C. Michael Carter