<PAGE>
                                                                     EXHIBIT 3.7
 
                         AMENDED AND RESTATED BY-LAWS
                         ----------------------------

                                      of

                                BRADLEES, INC.


                                   ARTICLE I
                                   ---------
                                        
                                 Stockholders
                                 ------------

     1.   Annual Meeting.  The annual meeting of stockholders shall be held at
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the hour, date and place within or without the United States which is fixed by
the majority of the Board of Directors, the Chairman of the Board or the
President, which time, date and place may subsequently be changed at any time by
vote of the Board of Directors.  The purposes for which such annual meeting is
to be held, in addition to those prescribed by law, by the Articles of
Organization (which, as used herein, means the Restated Articles of Organization
of the Corporation, as amended and restated from time to time), or by these By-
laws (which, as used herein, means the Amended and Restated By-laws of the
Corporation, as amended and restated from time to time) may be specified by the
Board of Directors, the Chairman of the Board or the President.  If no annual
meeting of stockholders has been held within six months after the end of the
fiscal year of the Corporation, a special meeting in lieu thereof may be held,
and such special meeting shall have, for purposes of these By-laws or otherwise,
all the force and effect of an annual meeting.  Any and all references hereafter
in these By-laws to an annual meeting or annual meetings shall be deemed to
refer also to any special meeting(s) in lieu thereof.

     2.   Special Meetings.  Special meetings of stockholders may be called by
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the Board of Directors.  Special meetings shall be called by the Clerk or in
case of the death, absence, incapacity or refusal of the Clerk, by any other
officer, upon written application of one or more stockholders who hold at least
(i) 66 2/3% in interest of the capital stock entitled to vote at such meeting or
(ii) such lesser percentage, if any, as shall be determined to be the maximum
percentage which the Corporation is permitted by applicable law to establish for
the call of such a meeting.  Application to a court pursuant to Section 34(b) of
Chapter 156B of the General Laws of the Commonwealth of Massachusetts requesting
the call of a special meeting of stockholders because none of the officers is
able and willing to call such a meeting may be made only by stockholders who
hold at least (i) 66 2/3% in interest of the capital stock entitled to vote at
such meeting or (ii) such lesser percentage, if any, as shall be determined to
be the maximum percentage which the Corporation is permitted by applicable law
to establish for the call of such a meeting.  The hour, date and place of any
special meeting and the record date for determining the stockholders having the
right to notice of and to vote at such meeting shall be determined by the Board
of Directors or the President.  At a special meeting of stockholders, only such
business shall be conducted, and only such proposals shall be acted upon, as
shall have been stated in the written notice of the special meeting and
otherwise properly brought before the special meeting.
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     3.   Matters to be Considered at Annual Meetings.  At any annual meeting of
          -------------------------------------------                           
stockholders or any special meeting in lieu of annual meeting of stockholders
(the "Annual Meeting"), only such business shall be conducted, and only such
proposals shall be acted upon, as shall have been properly brought before such
Annual Meeting.  To be considered as properly brought before an Annual Meeting,
business must be:  (a) specified in the notice of meeting, (b) otherwise
properly brought before the meeting by, or at the direction of, the Board of
Directors, or (c) otherwise properly brought before the meeting by any holder of
record (both as of the time notice of such proposal is given by the stockholder
as set forth below and as of the record date for the Annual Meeting in question)
of any shares of capital stock of the Corporation entitled to vote at such
Annual Meeting who complies with the requirements set forth in this By-law.

     In addition to any other applicable requirements, for business to be
properly brought before an Annual Meeting by a stockholder of record of any
shares of capital stock entitled to vote at such Annual Meeting, such
stockholder shall:  (i) give timely notice as required by this By-law to the
Clerk of the Corporation and (ii) be present at such meeting, either in person
or by a representative.  For the first Annual Meeting following the Effective
Date of the Joint Plan of Reorganization of Bradlees Stores, Inc. and Affiliates
under Chapter 11 of the Bankruptcy Code (the "Effective Date"), a stockholder's
notice shall be timely if delivered to, or mailed to and received by, the
Corporation at its principal executive office not later than the close of
business on the later of (A) the 75th day prior to the scheduled date of such
Annual Meeting or (B) the 15th day following the day on which public
announcement of the date of such Annual Meeting is first made by the
Corporation.  For all subsequent Annual Meetings, a stockholder's notice shall
be timely if delivered to, or mailed to and received by, the Corporation at its
principal executive office not less than 75 days nor more than 120 days prior to
the anniversary date of the immediately preceding Annual Meeting (the
"Anniversary Date"); provided, however, that in the event the Annual Meeting is
scheduled to be held on a date more than 30 days before the Anniversary Date or
more than 60 days after the Anniversary Date, a stockholder's notice shall be
timely if delivered to, or mailed to and received by, the Corporation at its
principal executive office not later than the close of business on the later of
(A) the 75th day prior to the scheduled date of such Annual Meeting or (B) the
15th day following the day on which public announcement of the date of such
Annual Meeting is first made by the Corporation.

     For purposes of these By-laws, "public announcement" shall mean:  (i)
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable national news service, (ii) a report or other document filed
publicly with the Securities and Exchange Commission (including, without
limitation, a Form 8-K), or (iii) a letter or report sent to stockholders of
record of the Corporation at the time of the mailing of such letter or report.

     A stockholder's notice to the Clerk shall set forth as to each matter
proposed to be brought before an Annual Meeting:  (i) a brief description of the
business the stockholder

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desires to bring before such Annual Meeting and the reasons for conducting such
business at such Annual Meeting, (ii) the name and address, as they appear on
the Corporation's stock transfer books, of the stockholder proposing such
business, (iii) the class and number of shares of the Corporation's capital
stock beneficially owned by the stockholder proposing such business, (iv) the
names and addresses of the beneficial owners, if any, of any capital stock of
the Corporation registered in such stockholder's name on such books, and the
class and number of shares of the Corporation's capital stock beneficially owned
by such beneficial owners, (v) the names and addresses of other stockholders
known by the stockholder proposing such business to support such proposal, and
the class and number of shares of the Corporation's capital stock beneficially
owned by such other stockholders, and (vi) any material interest of the
stockholder proposing to bring such business before such meeting (or any other
stockholders known to be supporting such proposal) in such proposal.

     If the Board of Directors or a designated committee thereof determines that
any stockholder proposal was not made in a timely fashion in accordance with the
provisions of this By-law or that the information provided in a stockholder's
notice does not satisfy the information requirements of this By-law in any
material respect, such proposal shall not be presented for action at the Annual
Meeting in question.  If neither the Board of Directors nor such committee makes
a determination as to the validity of any stockholder proposal in the manner set
forth above, the presiding officer of the Annual Meeting shall determine whether
the stockholder proposal was made in accordance with the terms of this By-law.
If the presiding officer determines that any stockholder proposal was not made
in a timely fashion in accordance with the provisions of this By-law or that the
information provided in a stockholder's notice does not satisfy the information
requirements of this By-law in any material respect, such proposal shall not be
presented for action at the Annual Meeting in question.  If the Board of
Directors, a designated committee thereof or the presiding officer determines
that a stockholder proposal was made in accordance with the requirements of this
By-law, the presiding officer shall so declare at the Annual Meeting and ballots
shall be provided for use at the meeting with respect to such proposal.

     Notwithstanding the foregoing provisions of this By-law, a stockholder
shall also comply with all applicable requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and the rules and regulations
thereunder with respect to the matters set forth in this By-law and nothing in
this By-law shall be deemed to affect any rights of stockholders to request
inclusion of proposals in the Corporation's proxy statement pursuant to Rule
14a-8 under the Exchange Act.

     4.   Notice of Meetings.  A written notice of each meeting of stockholders
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(other than adjournments governed by Section 5 of this Article I) stating the
place, date and hour and the purpose or purposes of such meeting shall be given
by the Clerk or an Assistant Clerk (or other officer designated by the Board of
Directors) at least 7 days before the meeting to each stockholder entitled to
vote thereat and to each stockholder who, by law, under the Articles of
Organization or under these By-laws, is entitled to such notice, by delivering
such notice

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to him or by mailing it, postage prepaid, and addressed to such stockholder at
his address as it appears in the Corporation's stock transfer books. Such notice
shall be deemed to be delivered when hand delivered to such address or deposited
in the mail so addressed, with postage prepaid.

     Notice of an annual or special meeting of stockholders need not be given to
a stockholder if a written waiver of notice is signed before or after such
meeting by such stockholder or such stockholder's authorized attorney, if
communication with such stockholder is unlawful, or if such stockholder attends
such meeting, unless such attendance was for the express purpose of objecting at
the beginning of the meeting to the transaction of any business because the
meeting was not lawfully called or convened.  Neither the business to be
transacted at, nor the purpose of, any annual Meeting or special meeting of
stockholders need be specified in any written waiver of notice.

     5.   Rescheduling of Meetings; Adjournments.  The Board of Directors may
          --------------------------------------                             
postpone and reschedule any previously scheduled annual or special meeting of
stockholders, and a record date with respect thereto, regardless of whether any
notice or public disclosure with respect to any such meeting or record date has
been sent or made pursuant to Section 3 of this Article I or Section 3 of
Article II hereof or otherwise.  In no event shall the public announcement of an
adjournment, postponement or rescheduling of any previously scheduled Annual
Meeting of stockholders commence a new time period for the giving of a
stockholder's notice under Section 3 of Article I and Section 3 of Article II of
these By-laws.

     When any meeting is convened, the presiding officer may adjourn the meeting
if (a) no quorum is present for the transaction of business, (b) the Board of
Directors determines that adjournment is necessary or appropriate to enable the
stockholders to consider fully information which the Board of Directors
determines has not been made sufficiently or timely available to stockholders,
or (c) the Board of Directors determines that adjournment is otherwise in the
best interests of the Corporation.  When any annual Meeting or special meeting
of stockholders is adjourned to another hour, date or place, notice need not be
given of the adjourned meeting other than an announcement at the meeting at
which the adjournment is taken of the hour, date and place to which the meeting
is adjourned.

     6.   Quorum.  The holders of a majority in interest of all capital stock of
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the Corporation issued, outstanding and entitled to vote at a meeting of
stockholders shall constitute a quorum, but if a quorum is not present, a
majority in interest of the stockholders present or the presiding officer may
adjourn the meeting from time to time and the meeting may be held as adjourned
without further notice other than an announcement at the meeting at which the
adjournment is taken of the hour, date and place to which the meeting is
adjourned. At such adjourned meeting at which a quorum is present, any business
may be transacted which might have been transacted at the meeting as originally
noticed.  The stockholders present at a duly constituted meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.

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     7.   Voting and Proxies.  Unless otherwise provided by law or by the
          ------------------                                             
Articles of Organization, stockholders shall have one vote for each share of
stock entitled to vote owned by them of record according to the books of the
Corporation.  Stockholders entitled to vote may vote either in person or by
written proxy dated not more than six months before the meeting named therein,
unless the proxy is coupled with an interest and provides otherwise. Except as
otherwise permitted by law or limited therein, proxies shall entitle the persons
authorized thereby to vote at any adjournment of such meeting but shall not be
valid after final adjournment of such meeting.  A proxy with respect to stock
held in the name of two or more persons shall be valid if executed by one of
them unless at or prior to exercise of the proxy the Corporation receives a
specific written notice to the contrary from any one of them.  A proxy
purporting to be executed by or on behalf of a stockholder shall be deemed valid
unless challenged at or prior to its exercise and the burden of proving
invalidity shall rest on the challenger.  The Corporation shall not directly or
indirectly vote any share of its own stock.

     8.   Action at Meeting.  When a quorum is present, any matter before a
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meeting of stockholders shall be decided by vote of the holders of a majority of
the shares of stock voting on such matter, except where a larger vote is
required by law, by the Articles of Organization or by these By-laws.  Any
election by stockholders shall be determined by a plurality of the votes cast,
except where a greater vote is required by law, by the Articles of Organization
or by these By-laws.  No ballot shall be required for any election unless
requested by a stockholder present or represented at the meeting and entitled to
vote in the election.

     9.   Action without Meeting.  Any action required or permitted to be taken
          ----------------------                                               
at any annual or special meeting of stockholders (including any actions or
powers reserved to the stockholders under these By-laws) may be taken without a
meeting, provided that all stockholders entitled to vote on the matter consent
to the action in writing and the written consents are filed with the records of
the meetings of stockholders.  Such consents shall be treated for all purposes
as a vote at a meeting.

     10.  Control Share Acquisition.  The provisions of Chapter 110D of the
          -------------------------                                        
General Laws of the Commonwealth of Massachusetts ("Chapter 110D"), as it may be
amended from time to time, shall not apply to "control share acquisitions" of
the Corporation within the meaning of Chapter 110D.

     11.  Business Combination with Interested Shareholders.  The
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provisions of Chapter 110F of the General Laws of the Commonwealth of
Massachusetts ("Chapter 110F"), as it may be amended from time to time, shall,
except to the extent set forth in Chapter 110F, not apply to "business
combinations with interested shareholders" of the Corporation within the meaning
of Chapter 110F.

     12.  Presiding Officer.  The Chairman or, in his absence, the President or,
          -----------------                                                     
in his absence, such other officer as shall be designated by the Board of
Directors, shall preside at all annual or special meetings of stockholders and
shall have the power, among other things, to

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adjourn such meetings at any time and from time to time in accordance with the
provisions of Sections 5 and 6 of this Article I. The order of business and all
other matters of procedure at any meeting of the stockholders shall be
determined by the presiding officer .

     13.  Voting Procedures and Inspectors of Elections.  In advance of any
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meeting of stockholders, the Board of Directors may appoint one or more
inspectors to act at an annual or special meeting of stockholders and make a
written report thereon.  Any inspector may, but need not, be an officer,
employee or agent of the Corporation.  Each inspector, before entering upon the
discharge of his duties, shall take and sign an oath faithfully to execute the
duties of inspector with strict impartiality and according to the best of his or
her ability.  The inspector(s) shall (i) ascertain the number of shares
outstanding and the voting power of each, (ii) determine the shares represented
at a meeting and the validity of proxies and ballots, (iii) count all votes and
ballots, (iv) determine and retain for a reasonable period a record of the
disposition of any challenges made to any determination by the inspectors, and
(v) certify their determination of the number of shares represented at the
meeting, and their count of all votes and ballots.  The inspector(s) may appoint
or retain other persons or entities to assist the inspector(s) in the
performance of the duties of the inspector(s).  The presiding officer may review
all determinations made by the inspector(s), and in so doing the presiding
officer shall be entitled to exercise his sole judgment and discretion and he
shall not be bound by any determinations made by the inspector(s).  All
determinations by the inspector(s) and, if applicable, presiding officer shall
be subject to further review by any court of competent jurisdiction.


                                  ARTICLE II
                                  ----------

                                   Directors
                                   ---------

     1.   Classes of Directors; Term of Office; Qualification. The number of
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Directors of the Corporation shall be fixed at seven or such larger number of
directors as may be fixed by the Board of Directors from time to time after the
annual meeting of the Corporation for the fiscal year 1999.  The Directors shall
hold office in the manner provided in the Articles.  No Director need be a
stockholder of the Corporation.

     2.   Powers.  The business of the Corporation shall be managed by a Board
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of Directors who may exercise all the powers of the Corporation except as
otherwise provided by law, by the Articles of Organization or by these By-laws.
In particular, and without limiting the generality of the foregoing, the
Directors may at any time issue all or from time to time any part of the
unissued capital stock of the Corporation from time to time authorized under the
Articles of Organization and may determine, subject to any requirements of law,
the consideration for which stock is to be issued and the manner of allocating
such consideration between capital and surplus.

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<PAGE>
 
     3.   Director Nominations.  Nominations of candidates for election as
          --------------------                                            
Directors of the Corporation at any Annual Meeting may be made only (a) by, or
at the direction of, the Nominating Committee established in accordance with
Article III, Section 14 of these By-laws or (b) by any holder of record (both as
of the time notice of such nomination is given by the stockholder as set forth
below and as of the record date for the Annual Meeting in question) of any
shares of the capital stock of the Corporation entitled to vote at such Annual
Meeting who complies with the timing, informational and other requirements set
forth in this By-law.  Any stockholder who has complied with the timing,
informational and other requirements set forth in this By-law and who seeks to
make such a nomination, or his, her or its representative, must be present in
person at the Annual Meeting.  Only persons nominated in accordance with the
procedures set forth in this By-law shall be eligible for election as Directors
at an Annual Meeting.

     Nominations, other than those made by, or at the direction of, the
Nominating Committee, shall be made pursuant to timely notice in writing to the
Clerk of the Corporation as set forth in this By-law.  For the first Annual
Meeting following the Effective Date, a stockholder's notice shall be timely if
delivered to, or mailed to and received by, the Corporation at its principal
executive office not later than the close of business on the later of (A) the
75th day prior to the scheduled date of such Annual Meeting or (B) the 15th day
following the day on which public announcement of the date of such Annual
Meeting is first made by the Corporation.  For all subsequent Annual Meetings, a
stockholder's notice shall be timely if delivered to, or mailed to and received
by, the Corporation at its principal executive office not less than 75 days nor
more than 120 days prior to the Anniversary Date; provided, however, that in the
event the Annual Meeting is scheduled to be held on a date more than 30 days
before the Anniversary Date or more than 60 days after the Anniversary Date, a
stockholder's notice shall be timely if delivered to, or mailed and received by,
the Corporation at its principal executive office not later than the close of
business on the later of (i) the 75th day prior to the scheduled date of such
Annual Meeting or (ii) the 15th day following the day on which public
announcement of the date of such Annual Meeting is first made by the
Corporation.

     A stockholder's notice to the Clerk shall set forth as to each person whom
the stockholder proposes to nominate for election or re-election as a Director
(i) the name, age, business address and residence address of such person, (ii)
the principal occupation or employment of such person, (iii) the class and
number of shares of the Corporation's capital stock which are beneficially owned
by such person on the date of such stockholder notice, and (iv) the consent of
each nominee to serve as a Director if elected.  A stockholder's notice to the
Clerk shall further set forth as to the stockholder giving such notice (i) the
name and address, as they appear on the Corporation's stock transfer books, of
such stockholder and of the beneficial owners (if any) of the Corporation's
capital stock registered in such stockholder's name and the name and address of
other stockholders known by such stockholder to be supporting such nominee(s),
(ii) the class and number of shares of the Corporation's capital stock which are
held of record, beneficially owned or represented by proxy by such

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<PAGE>
 
stockholder and by any other stockholders known by such stockholder to be
supporting such nominee(s) on the record date for the Annual Meeting in question
(if such date shall then have been made publicly available) and on the date of
such stockholder's notice, and (iii) a description of all arrangements or
understandings between such stockholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by such stockholder.

     If the Board of Directors or a designated committee thereof determines that
any stockholder nomination was not made in accordance with the terms of this By-
law or that the information provided in a stockholder's notice does not satisfy
the informational requirements of this By-law in any material respect, then such
nomination shall not be considered at the Annual Meeting in question.  If
neither the Board of Directors nor such committee makes a determination as to
whether a nomination was made in accordance with the provisions of this By-law,
the presiding officer of the Annual Meeting shall determine whether a nomination
was made in accordance with such provisions.  If the presiding officer
determines that any stockholder nomination was not made in accordance with the
terms of this By-law or that the information provided in a stockholder's notice
does not satisfy the informational requirements of this By-law in any material
respect, then such nomination shall not be considered at the Annual Meeting in
question.  If the Board of Directors, a designated committee thereof or the
presiding officer determines that a nomination was made in accordance with the
terms of this By-law, the presiding officer shall so declare at the Annual
Meeting and ballots shall be provided for use at the meeting with respect to
such nominee.

     Notwithstanding anything to the contrary in the second sentence of the
second paragraph of this By-law, in the event that the number of Directors to be
elected to the Board of Directors of the Corporation is increased and there is
no public announcement by the Corporation naming all of the nominees for
director or specifying the size of the increased Board of Directors at least 75
days prior to the Anniversary Date, a stockholder's notice required by this By-
law shall also be considered timely, but only with respect to nominees for any
new positions created by such increase, if such notice shall be delivered to, or
mailed to and received by, the Corporation at its principal executive office not
later than the close of business on the 15th day following the day on which such
public announcement is first made by the Corporation.

     No person shall be elected by the stockholders as a Director of the
Corporation unless nominated in accordance with the procedures set forth in this
By-law.  Election of Directors at the Annual Meeting need not be by written
ballot, unless otherwise provided by the Board of Directors or presiding officer
at such Annual Meeting.  If written ballots are to be used, ballots bearing the
names of all the persons who have been nominated for election as Directors at
the Annual Meeting in accordance with the procedures set forth in this Section
shall be provided for use at the Annual Meeting.

                                       8
<PAGE>
 
     4.   Application of Section 50A of Chapter 156B of the General Laws of the
          ---------------------------------------------------------------------
Commonwealth of Massachusetts.  Notwithstanding anything to the contrary in the
-----------------------------                                                  
Articles of Organization or these By-laws, the provisions of Section 50A of
Chapter 156B of Massachusetts General Laws shall not be applicable to the
Corporation.

     5.   Vacancies.  The Board of Directors may act notwithstanding a vacancy
          ---------                                                           
or vacancies in its membership.  Any and all vacancies in the Board of
Directors, however occurring including, without limitation, by reason of an
increase in size of the Board of Directors, or the death, resignation,
disqualification or removal of a Director shall be nominated by the Nominating
Committee and shall be filled by the affirmative vote of a majority of the
Directors then in office, even though less than a quorum.  Any Director elected
in accordance with this Section 5 shall hold office for the remainder of the
full term of the class of Directors in which the vacancy occurred or the new
directorship was created and until his or her successor is duly elected and
qualified.

     6.   Resignation.  Any Director may resign by delivering his written
          -----------                                                    
resignation to the Corporation at its principal executive office or to the
President or Clerk.  Such resignation shall be effective upon receipt unless it
is specified to be effective at some other time or upon the happening of some
other event.

     7.   Removal.
          ------- 

     (a) Removal by Directors.  A Director may be removed, with or without
         --------------------                                             
cause, by vote of a majority of the Directors then in office.

     (b) Removal by Stockholders.  Stockholders may remove a Director only with
         -----------------------                                               
cause and only by the affirmative vote of at least two-thirds of the total votes
which would be eligible to be cast by stockholders in the election of such
Director.

     For purposes of this Section 7, "cause," with respect to the removal of any
Director shall mean only (i) conviction of a felony, (ii) declaration of unsound
mind by order of court, (iii) gross dereliction of duty, (iv) commission of any
action involving moral turpitude, or (v) commission of an action which
constitutes intentional misconduct or a knowing violation of law if such action
in either event results both in an improper substantial personal benefit and a
material injury to the Corporation.  A Director may be removed for cause only
after reasonable notice and opportunity to be heard before the body proposing
removal.

     8.   Meetings.  Regular meetings of the Board of Directors may be held
          --------                                                         
without notice at such time, date and place as the Board of Directors may from
time to time determine provided that reasonable notice of the first regular
meeting following such determination shall be given to absent Directors.  A
regular meeting of the Board of Directors may be held without notice at the same
place as the annual meeting of stockholders, or the special meeting held in lieu
thereof, following such meeting of stockholders.

                                       9
<PAGE>
 
     Special meetings of the Board of Directors may be called, orally or in
writing, by the Board of Directors, by the Chairman of the Board or by the
President designating the time, date and place thereof.

     9.   Notice of Meetings.  Notice of the time, date and place of all special
          ------------------                                                    
meetings of the Board of Directors shall be given to each Director by the Clerk
or Assistant Clerk, or in case of the death, absence, incapacity or refusal of
such persons, by the officer or one of the Directors calling the meeting.
Notice shall be given to each Director in person or by telephone or by facsimile
sent to his business or home address, at least twenty-four hours in advance of
the meeting, or by written notice mailed to his business or home address at
least forty-eight hours in advance of the meeting.  Notice need not be given to
any Director if a written waiver of notice, executed by him before or after the
meeting, is filed with the records of the meeting, or to any Director who
attends the meeting without protesting prior thereto or at its commencement the
lack of notice to him.  A notice or waiver of notice of a meeting of the Board
of Directors need not specify the purposes of the meeting.

     10.  Quorum.  At any meeting of the Board of Directors, a majority of the
          ------                                                              
Directors then in office shall constitute a quorum.  Less than a quorum may
adjourn any meeting from time to time and the meeting may be held as adjourned
without further notice.

     11.  Action at Meeting.  At any meeting of the Board of Directors at which
          -----------------                                                    
a quorum is present, a majority of the Directors present may take any action on
behalf of the Board of Directors, unless a larger number is required by law, by
the Articles of Organization or by these By-laws.

     12.  Presence Through Communications Equipment.  Unless otherwise provided
          -----------------------------------------                            
by law or the Articles of Organization, members of the Board of Directors may
participate in a meeting of the Board of Directors by means of a conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other at the same time and
participation by such means shall constitute presence in person at a meeting.

     13.  Action by Consent.  Unless the Articles of Organization otherwise
          -----------------                                                
provide, any action by the Board of Directors may be taken without a meeting if
all the Directors consent to the action in writing and the written consents are
filed with the records of the meetings of the Board of Directors.  Such consents
shall be treated for all purposes as a vote at a meeting of the Board of
Directors.

     14.  Nominating Committee.  The Board of Directors shall establish and at
          --------------------                                                
all times maintain a Nominating Committee consisting of the Chairman of the
Board and two other Directors selected by the Chairman of the Board.  The duties
and responsibilities of the Nominating Committee shall be to select and nominate
candidates for election as Directors of the Corporation.

                                       10
<PAGE>
 
     15.  Other Committees.  In addition to the Nominating Committee provided
          ----------------                                                   
for in Article III, Section 14 of these By-laws, the Board of Directors, by vote
of a majority of the Directors then in office, may elect from its number an
Executive Committee or other committees and may delegate thereto some or all of
its powers except those which by law, by the Articles of Organization, or by
these By-laws may not be delegated.  Except as the Board of Directors may
otherwise determine, any such committee may make rules for the conduct of its
business, but unless otherwise provided by the Board of Directors or in such
rules, its business shall be conducted so far as possible in the same manner as
is provided by these By-laws for the Board of Directors.  All members of such
committees shall hold such offices at the pleasure of the Board of Directors.
The Board of Directors by vote of a majority of the Directors then in office may
abolish any such committee at any time.  Any committee to which the Board of
Directors delegates any of its powers or duties shall keep records of its
meetings and shall report its action to the Board of Directors.  The Board of
Directors shall have power to rescind any action of any committee, but no such
rescission shall have retroactive effect.

 
                                  ARTICLE III
                                  -----------

                                   Officers
                                   --------

     1.   Enumeration.  The officers of the Corporation shall consist of a
          -----------                                                     
Chairman of the Board, a President, a Treasurer, a Clerk, and such other
officers, including a Chairman of the Board or one or more Vice Presidents,
Assistant Treasurers or Assistant Clerks, as the Board of Directors may
determine.

     2.   Election.  The Chairman of the Board, President, Treasurer and Clerk
          --------                                                            
shall be elected annually by the Board of Directors at its first meeting
following the annual meeting of stockholders.  Other officers may be chosen by
the Board of Directors at such meeting or at any other meeting.

     3.   Qualification.  No officer need be a Director of the Corporation
          -------------                                                   
except for the Chairman of the Board.  Any two or more offices may be held by
any person.  The Clerk shall be a resident of Massachusetts unless the
Corporation has a resident agent appointed for the purpose of service of
process.  Any officer may be required by the Board of Directors to give bond for
the faithful performance of his duties in such amount and with such sureties as
the Board of Directors may determine.

     4.   Tenure.  Except as otherwise provided by law, by the Articles of
          ------                                                          
Organization or by these By-laws, the Chairman of the Board, the President,
Treasurer and Clerk shall hold office until the first meeting of the Board of
Directors following the next annual meeting of stockholders and until their
respective successors are chosen and qualified; and all other officers shall
hold office until the first meeting of the Board of Directors following the next

                                       11
<PAGE>
 
annual meeting of stockholders and until their successors are chosen and
qualified, or for such shorter term as the Board of Directors may fix at the
time such officers are chosen.

     5.   Resignation.  Any officer may resign by delivering his written
          -----------                                                   
resignation to the Corporation at its principal office, to the Chairman of the
Board or to the President or Clerk, and such resignation shall be effective upon
receipt unless it is specified to be effective at some other time or upon the
happening of some other event.

     6.   Removal.  The Board of Directors may remove any officer with or
          -------                                                        
without cause by a vote of a majority of the entire number of Directors then in
office; provided, that an officer may be removed for cause only after reasonable
notice and opportunity to be heard by the Board of Directors.

     7.   Vacancies.  Any vacancy in any office may be filled for the unexpired
          ---------                                                            
portion of the term by the Board of Directors.  The Board of Directors shall
elect a successor if the office of Chairman of the Board, President, Treasurer
or Clerk becomes vacant and may elect a successor if any other office becomes
vacant.

     8.   Chairman of the Board.  The Chairman of the Board shall preside at all
          ---------------------                                                 
meetings of the Stockholders and of the Board of Directors.  Unless the Board of
Directors shall otherwise determine, the Chairman of the Board shall be the
Chief Executive Officer and general manager of the Corporation, shall in general
supervise and control all of the business and affairs of the Corporation, and
shall perform all duties incident to the office of Chairman of the Board and
such other duties as may be prescribed by the Board of Directors from time to
time.

     9.   President and Vice Presidents. The President shall, in the absence of
          -----------------------------                                        
the Chairman of the Board preside, when present, at all meetings of stockholders
and, if the Chairman of the Board is absent, at meetings of the Board of
Directors.  The President shall exercise and perform such other powers and
duties as the Board of Directors or these By-laws may designate.

     Any Vice President shall have such powers and shall perform such duties as
the Board of Directors may from time to time designate.

     10.  Chief Financial Officer, Treasurer and Assistant Treasurers.  The
          -----------------------------------------------------------      
Chief Financial Officer or the Treasurer shall, subject to the direction of the
Board of Directors, have general charge of the financial affairs of the
Corporation and shall cause to be kept accurate books of account.  Such officer
shall have custody of all funds, securities, and valuable documents of the
Corporation, except as the Board of Directors may otherwise provide.

                                       12
<PAGE>
 
     Any Assistant Treasurer shall have such powers and perform such duties as
the Board of Directors may from time to time designate.

     11.  Clerk and Assistant Clerks.  The Clerk shall keep a record of the
          --------------------------                                       
meetings of stockholders.  In case a Clerk is not elected or is absent, the
Clerk or an Assistant Clerk shall keep a record of the meetings of the Board of
Directors.  In the absence of the Clerk from any meeting of stockholders, an
Assistant Clerk if one be elected, otherwise a Temporary Clerk designated by the
person presiding at the meeting, shall perform the duties of the Clerk.

     12.  Other Powers and Duties.  Subject to these By-laws, each officer of
          -----------------------                                            
the Corporation shall have in addition to, and to the extent not inconsistent
with, the duties and powers specifically set forth in these By-laws, such duties
and powers as are customarily incident to his office, and such duties and powers
as may be designated from time to time by the Board of Directors.


                                  ARTICLE IV
                                  ----------

                                 Capital Stock
                                 -------------

     1.   Certificates of Stock.  The Board of Directors may provide by
          ---------------------                                        
resolution that some or all of any or all classes and series of shares shall be
uncertificated shares.  Unless such a resolution has been adopted, each
stockholder shall be entitled to a certificate of the capital stock of the
Corporation in such form as may from time to time be prescribed by the Board of
Directors.  Such certificate shall be signed by the President or a Vice
President and by the Treasurer or an Assistant Treasurer.  Such signatures may
be facsimile if the certificate is signed by a transfer agent, or by a
registrar, other than a Director, officer or employee of the Corporation.  In
case any officer who has signed or whose facsimile signature has been placed on
such certificate shall have ceased to be such officer before such certificate is
issued, it may be issued by the Corporation with the same effect as if he were
such officer at the time of its issue.  Every certificate for shares of stock
which are subject to any restriction on transfer and every certificate issued
when the Corporation is authorized to issue more than one class or series of
stock shall contain such legend with respect thereto as is required by law.

     2.   Transfers.  Subject to any restrictions on transfer, shares of stock
          ---------                                                           
may be transferred on the books of the Corporation by the surrender to the
Corporation or its transfer agent of the certificate therefor properly endorsed
or accompanied by a written assignment and power of attorney properly executed,
with transfer stamps (if necessary) affixed, and with such proof of the
authenticity of signature as the Corporation or its transfer agent may
reasonably require.

     3.   Record Holders.  Except as may be otherwise required by law, by the
          --------------                                                     
Articles of Organization or by these By-laws, the Corporation shall be entitled
to treat the record holder

                                       13
<PAGE>
 
of stock as shown on its books as the owner of such stock for all purposes,
including the payment of dividends and the right to vote with respect thereto,
regardless of any transfer, pledge or other disposition of such stock, until the
shares have been transferred on the books of the Corporation in accordance with
the requirements of these By-laws.

     It shall be the duty of each stockholder to notify the Corporation of his
post office address.

     4.   Record Date.  The Board of Directors may fix in advance a time of not
          -----------                                                          
more than sixty days preceding the date of any meeting of stockholders, or the
date for the payment of any dividend or the making of any distribution to
stockholders, or the last day on which the consent or dissent of stockholders
may be effectively expressed for any purpose, as the record date for determining
the stockholders having the right to notice of and to vote at such meeting, and
any adjournment thereof, or the right to receive such dividend or distribution
or the right to give such consent or dissent.  In such case only stockholders of
record on such record date shall have such right, notwithstanding any transfer
of stock on the books of the Corporation after the record date.  Without fixing
such record date the Board of Directors may for any of such purposes close the
transfer books for all or any part of such period.

     If no record date is fixed and the transfer books are not closed, (a) the
record date for determining stockholders having the right 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, and (b) the record date for
determining stockholders for any other purpose shall be at the close of business
on the day on which the Board of Directors acts with respect thereto.

     5.   Replacement of Certificates.  In case of the alleged loss, destruction
          ---------------------------                                           
or mutilation of a certificate of stock, a duplicate certificate may be issued
in place thereof, upon such terms as the Board of Directors may prescribe.

     6.   Issuance of Capital Stock.  The Board of Directors shall have the
          -------------------------                                        
authority to issue or reserve for issue from time to time the whole or any part
of the capital stock of the Corporation which may be authorized from time to
time, to such persons or organizations, for such consideration, whether cash,
property, services or expenses, and on such terms as the Board of Directors may
determine, including without limitation the granting of options, warrants, or
conversion or other rights to subscribe to said capital stock.  The Board of
Directors may delegate some or all of its authority under this Section 6 to one
or more committees of Directors.

                                       14
<PAGE>
 
                                   ARTICLE V
                                   ---------

                                Indemnification
                                ---------------

     1.   Actions, Suits and Proceedings.  The Corporation shall 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, proceeding or investigation,
whether civil, criminal, administrative or investigative, by reason of the fact
that he is or was, or has agreed to become, a Director or officer of the
Corporation, or is or was serving, or has agreed to serve, at the request of the
Corporation, as a Director or officer of, or in a similar capacity with, another
organization or in any capacity with respect to any employee benefit plan of the
Corporation or any subsidiary of the Corporation (all such persons being
referred to hereafter as an "Indemnitee"), or by reason of any action alleged to
have been taken or omitted to be taken in such capacity, against all expenses
(including reasonable attorneys' fees), judgments and fines incurred by him or
on his behalf in connection with such action, suit, proceeding or investigation,
and any appeal therefrom, unless the Indemnitee shall be finally adjudicated in
such action, suit, proceeding or investigation, not to have acted in good faith
in the reasonable belief that his action was in the best interests of the
Corporation or, to the extent such matter relates to service with respect to an
employee benefit plan, in the best interests of the participants or
beneficiaries of such employee benefit plan.  Notwithstanding anything to the
contrary in this Article V, except as set forth in Section 7 of this Article V,
the Corporation shall not indemnify an Indemnitee seeking indemnification in
connection with an action, suit, proceeding or investigation (or part thereof)
initiated by the Indemnitee unless the initiation thereof was approved by the
Board of Directors of the Corporation.

     2.   Employees and Agents.  The Corporation may, at the discretion of the
          --------------------                                                
Board of Directors, indemnify employees and agents of the Corporation as if they
were included in Section 1 of this Article V.

     3.   Settlements.  The right to indemnification conferred in this Article V
          -----------                                                           
shall include the right to be paid by the Corporation for amounts paid in
settlement of any such action, suit, proceeding or investigation and any appeal
therefrom, and all expenses (including reasonable attorneys' fees) incurred in
connection with such settlement, pursuant to a consent decree or otherwise,
unless and to the extent it is determined pursuant to Section 6 of this Article
V that the Indemnitee did not act in good faith in the reasonable belief that
his or her action was in the best interests of the Corporation or, to the extent
such matter relates to service with respect to an employee benefit plan, in the
best interests of the participants or beneficiaries of such employee benefit
plan.

     4.   Notification and Defense of Claim.  As a condition precedent to his or
          ---------------------------------                                     
her right to be indemnified, the Indemnitee must notify the Corporation in
writing as soon as practicable of any action, suit, proceeding or investigation
involving such Indemnitee or with respect to which indemnity will or could be
sought.  With respect to any action, suit, proceeding or

                                       15
<PAGE>
 
investigation of which the Corporation is so notified, the Corporation will be
entitled to participate therein at its own expense and/or to assume the defense
thereof at its own expense, with legal counsel reasonably acceptable to the
Indemnitee. After notice from the Corporation to the Indemnitee of its election
so to assume such defense, the Corporation shall not be liable to the Indemnitee
for any legal or other expenses subsequently incurred by the Indemnitee in
connection with such claim, other than as provided below in this Section 4 of
this Article V. The Indemnitee shall have the right to employ his of her own
counsel in connection with such claim, but the fees and expenses of such counsel
incurred after notice from the Corporation of its assumption of the defense
thereof shall be at the expense of the Indemnitee unless (i) the employment of
counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel
to the Indemnitee shall have reasonably concluded that there may be a conflict
of interest or position on any significant issue between the Corporation and the
Indemnitee in the conduct of the defense of such action or (iii) the Corporation
shall not in fact have employed counsel to assume the defense of such action, in
each of which cases the fees and expenses of counsel for the Indemnitee shall be
at the expense of the Corporation, except as otherwise expressly provided by
this Article V. The Corporation shall not be entitled, without the consent of
the Indemnitee, to assume the defense of any claim brought by or in the right of
the Corporation or as to which counsel for the Indemnitee shall have reasonably
made the conclusion provided for in clause (ii) above.

     5.   Advance of Expenses.  Subject to the provisions of Section 6 of this
          -------------------                                                 
Article V, in the event that the Corporation does not assume the defense, or
unless and until the Corporation assumes the defense, pursuant to Section 4 of
this Article V of any action, suit, proceeding or investigation of which the
Corporation receives notice under this Article V, any expenses (including
reasonable attorneys' fees) incurred by an Indemnitee in defending a civil or
criminal action, suit, proceeding or investigation or any appeal therefrom shall
be paid by the Corporation in advance of the final disposition of such matter,
provided, however, that the payment of such expenses incurred by an Indemnitee
--------  -------                                                             
in advance of the final disposition of such matter shall be made only upon
receipt of an undertaking by or on behalf of the Indemnitee to repay all amounts
so advanced in the event that it shall ultimately be determined that the
Indemnitee is not entitled to be indemnified by the Corporation as authorized in
this Article V. Such undertaking may be accepted without reference to the
financial ability of the Indemnitee to make such repayment.

     6.   Procedure for Indemnification.  In order to obtain indemnification or
          -----------------------------                                        
advancement of expenses pursuant to Sections 1, 3 or 5 of this Article V, the
Indemnitee shall submit to the Corporation a written request, including in such
request such documentation and information as is reasonably available to the
Indemnitee and is reasonably necessary to determine whether and to what extent
the Indemnitee is entitled to indemnification or advancement of expenses.  Any
such indemnification pursuant to Section 1 of this Article V shall be made
promptly, and in any event within 60 days after receipt by the Corporation of
the written request of the Indemnitee, unless a court of competent jurisdiction
finally adjudicates that the Indemnitee did not meet the applicable standard of
conduct set forth in Section 1 of this

                                       16
<PAGE>
 
Article V. Any such indemnification pursuant to Section 3 of this Article V or
advancement of expenses pursuant to Section 5 of this Article V shall be made
promptly, and in any event within 60 days after receipt by the Corporation of
the written request of the Indemnitee, unless the Corporation determines, by
clear and convincing evidence, within such 60-day period that the Indemnitee did
not meet the applicable standard of conduct set forth in Sections 1 or 3 of this
Article V, as the case may be. Such determination by the Corporation shall be
made in each instance by (a) a majority vote of a quorum of the Directors of the
Corporation, (b) a majority vote of a quorum of the outstanding shares of stock
of all classes entitled to vote for Directors, voting as a single class, which
quorum shall consist of stockholders who are not at that time parties to the
action, suit, proceeding or investigation in question, or (c) independent legal
counsel (who may be regular legal counsel to the Corporation).

     7.   Remedies.  The right to indemnification or advances as granted by this
          --------                                                              
Article V shall be enforceable by the Indemnitee in any court of competent
jurisdiction if the Corporation denies such request, in whole or in part, or if
no disposition thereof is made within the 60-day period referred to above in
Section 6 of this Article V.  Unless otherwise provided by law, the Corporation
shall have the burden of proving that the Indemnitee is not entitled to
indemnification or advancement of expenses under this Article V.  Neither the
failure of the Corporation to have made a determination prior to the
commencement of any such action by the Indemnitee that indemnification is proper
in the circumstances because the Indemnitee has met the applicable standard of
conduct, nor an actual determination by the Corporation pursuant to Section 6 of
this Article V that the Indemnitee has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that the
Indemnitee has not met the applicable standard of conduct.  The Indemnitee's
expenses (including attorneys' fees) incurred in connection with successfully
establishing his right to indemnification, in whole or in part, in any such
proceeding shall also be indemnified by the Corporation.

     8.   Subsequent Amendment.  No amendment, termination or repeal of this
          --------------------                                              
Article V or of the relevant provisions of Chapter 156B of the Massachusetts
General Laws or any other applicable laws shall affect or diminish in any way
the rights of any Indemnitee to indemnification under the provisions hereof with
respect to any action, suit, proceeding or investigation arising out of or
relating to any actions, transactions or facts occurring prior to the final
adoption of such amendment, termination or repeal.

     9.   Other Rights.  The indemnification and advancement of expenses
          ------------                                                  
provided by this Article V shall not be deemed exclusive of any other rights to
which an Indemnitee seeking indemnification or advancement of expenses may be
entitled under any law (common or statutory), agreement or vote of stockholders
or Directors or otherwise, both as to action in his or her official capacity and
as to action in any other capacity while holding office for the Corporation, and
shall continue as to an Indemnitee who has ceased to be a Director or officer,
and shall inure to the benefit of the estate, heirs, executors, personal
representatives and administrators of the Indemnitee.  Nothing contained in this
Article V shall be deemed to prohibit, and the Corporation is specifically
authorized to enter into, agreements with officers

                                       17
<PAGE>
 
and Directors providing indemnification rights and procedures different from
those set forth in this Article V. In addition, the Corporation may, to the
extent authorized from time to time by its Board of Directors pursuant to
Section 2 of this Article V or otherwise, grant indemnification rights to other
employees or agents of the Corporation or other persons serving the Corporation
and such rights may be equivalent to, or greater or less than, those set forth
in this Article V.

     10.  Partial Indemnification.  If an Indemnitee is entitled under any
          -----------------------                                         
provision of this Article V to indemnification by the Corporation for some or a
portion of the expenses (including attorneys' fees), judgments, fines or amounts
paid in settlement actually and reasonably incurred by such Indemnitee or on
such Indemnitee's behalf in connection with any action, suit, proceeding or
investigation and any appeal therefrom but not, however, for the total amount
thereof, the Corporation shall nevertheless indemnify the Indemnitee for the
portion of such expenses (including reasonable attorneys' fees), judgments,
fines or amounts paid in settlement to which such Indemnitee is entitled.

     11.  Insurance.  The Corporation may purchase and maintain insurance, at
          ---------                                                          
its expense, to protect itself and any Director, officer, employee or agent of
the Corporation, any subsidiary, another organization or employee benefit plan
against any expense, liability or loss incurred by him of her in any such
capacity, or arising out of his of her status as such, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under Chapter 156B of the Massachusetts General Laws.

     12.  Merger or Consolidation.  If the Corporation is merged into or
          -----------------------                                       
consolidated with another corporation and the Corporation is not the surviving
corporation, the surviving Corporation shall assume the obligations of the
Corporation under this Article V with respect to any action, suit, proceeding or
investigation arising out of or relating to any actions, transactions or facts
occurring at or prior to the date of such merger or consolidation.

     13.  Savings Clause.  If this Article V or any portion hereof shall be
          --------------                                                   
invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each Indemnitee as to any expenses
(including reasonable attorneys' fees), judgments, fines and amounts paid in
settlement in connection with any action, suit, proceeding or investigation,
whether civil, criminal or administrative, including an action by or in the
right of the Corporation, to the fullest extent permitted by any applicable
portion of this Article V that shall not have been invalidated and to the
fullest extent permitted by applicable law.

     14.  Subsequent Legislation.  If the Massachusetts General Laws are amended
          ----------------------                                                
after adoption of this Article V to expand further the indemnification permitted
to Indemnitees, then the Corporation shall indemnify such persons to the fullest
extent permitted by the Massachusetts General Laws, as so amended.

                                       18
<PAGE>
 
                                  ARTICLE VI
                                  ----------

                           Miscellaneous Provisions
                           ------------------------

     1.   Fiscal Year.  Except as otherwise determined by the Board of
          -----------                                                 
Directors, the fiscal year of the Corporation shall be the twelve months ending
on the Saturday nearest January 31 of each year.

     2.   Seal.  The Board of Directors shall have power to adopt and alter the
          ----                                                                 
seal of the Corporation.

     3.   Execution of Instruments.  All deeds, leases, transfers, contracts,
          ------------------------                                           
bonds, notes and other obligations to be entered into by the Corporation in the
ordinary course of its business without Director action, may be executed on
behalf of the Corporation by the President or the Treasurer except as the Board
of Directors may generally or in particular cases otherwise determine.

     4.   Voting of Securities.  Unless otherwise provided by the Board of
          --------------------                                            
Directors, the President or Treasurer may waive notice of and act on behalf of
this Corporation, or appoint another person or persons to act as proxy or
attorney in fact for this Corporation with or without discretionary power and/or
power of substitution, at any meeting of stockholders or shareholders of any
other corporation or organization, any of whose securities are held by this
Corporation.

     5.   Resident Agent.  The Board of Directors may appoint a resident agent
          --------------                                                      
upon whom legal process may be served in any action or proceeding against the
Corporation.  Said resident agent shall be either an individual who is a
resident of and has a business address in Massachusetts, a corporation organized
under the laws of Massachusetts, or a corporation organized under the laws of
any other state of the United States, which has qualified to do business in, and
has an office in, Massachusetts.

     6.   Corporate Records.  The original, or attested copies, of the Articles
          -----------------                                                    
of Organization, By-laws and records of all meetings of the incorporators and
stockholders, and the stock and transfer records, which shall contain the names
of all stockholders and the record address and the amount of stock held by each,
shall be kept in Massachusetts at the principal office of the Corporation, or at
an office of its transfer agent, Clerk or resident agent, and shall be open at
all reasonable times to the inspection of any stockholder for any proper
purpose, but not to secure a list of stockholders for the purpose of selling
said list or copies thereof or of using the same for a purpose other than in the
interest of the applicant, as a stockholder, relative to the affairs of the
Corporation.

                                       19
<PAGE>
 
     7.   Articles of Organization.  All references in these By-laws to the
          ------------------------                                         
Articles of Organization shall be deemed to refer to the Amended and Restated
Articles of Organization of the Corporation, as amended and in effect from time
to time.

     8.   Amendment
          ---------

     (a) Amendment by Directors.  Except with respect to any provisions of these
         ----------------------                                                 
By-laws which by law, the Articles of Organization or these By-laws require
action by the stockholders, these By-Laws may be amended or repealed by the
affirmative vote of a majority of the Directors then in office.  Not later than
the time of giving notice of the annual meeting of stockholders next following
the amending or repealing by the Directors of any By-law, notice thereof stating
the substance of such change shall be given to all stockholders entitled to vote
on amending the By-laws.

     (b) Amendment by Stockholders.  These By-laws may be amended or repealed at
         -------------------------                                              
any annual meeting of stockholders, or special meeting of stockholders called
for such purpose, by the affirmative vote of at least two-thirds of the total
votes eligible to be cast on such amendment or repeal by holders of voting
stock, voting together as a single class; provided, however, that if the Board
of Directors recommends that stockholders approve such amendment or repeal at
such meeting of stockholders, such amendment or repeal shall only require the
affirmative vote of a majority of the total votes eligible to be cast on such
amendment or repeal by holders of voting stock, voting together as a single
class. Notwithstanding the foregoing, no shareholder approval shall be required
unless mandated by the Articles of Organization, these By-laws, or other
applicable law.

                                       20