<PAGE>
 
                                                                    EXHIBIT 3(E)

                                    BY-LAWS


                                      OF

                              ORGANOGENESIS INC.


                           (A Delaware Corporation)
<PAGE>
 
                                    BY-LAWS
                                      OF
                              ORGANOGENESIS INC.
                           (A Delaware Corporation)

<TABLE>
<CAPTION>
<S>                                                                                            <C> 
          Article 1. Articles of Incorporation                                                  1
 
          Section  1.1    Contents                                                              1
          Section  1.2    Certificate in Effect                                                 1
 
          Article 2. Meetings of Stockholders                                                   1
 
          Section  2.1    Place                                                                 1
          Section  2.2    Annual Meeting                                                        1
          Section  2.3    Special Meetings                                                      2
          Section  2.4    Certain Matters Pertaining to Stockholder Business and Nominations    2
          Section  2.5    Notice of Meetings                                                    5
          Section  2.6    Affidavit of Notice                                                   5
          Section  2.7    Quorum                                                                5
          Section  2.8    Voting Requirements                                                   5
          Section  2.9    Proxies and Voting                                                    5
          Section  2.10   Stockholder List                                                      6
          Section  2.11   Record Date                                                           6
 
          Article 3. Directors                                                                  8
 
          Section  3.1    Number; Election and Term of Office                                   8
          Section  3.2    Duties                                                                8
          Section  3.3    Compensation                                                          8
          Section  3.4    Reliance on Books                                                     8
 
          Article 4. Meetings of the Board of Directors                                         9
 
          Section  4.1    Place                                                                 9
          Section  4.2    Annual Meeting                                                        9
          Section  4.3    Regular Meetings                                                      9
          Section  4.4    Special Meetings                                                      9
          Section  4.5    Quorum                                                                9
          Section  4.6    Action without Meeting                                                9
          Section  4.7    Telephone Meetings                                                   10
 
          Article 5. Committees of Directors                                                   11
 
          Section  5.1    Designation                                                          11
          Section  5.2    Records of Meetings                                                  11
</TABLE>

                                      ii
<PAGE>
 
<TABLE>
<S>                                                                                            <C>
          Article 6. Notices                                                                   12
 
          Section  6.1    Method of Giving Notice                                              12
          Section  6.2    Waiver                                                               12
 
          Article 7. Officers                                                                  13
 
          Section  7.1    In General                                                           13
          Section  7.2    Election of President,                                               13
                          Secretary and Treasurer
          Section  7.3    Election of Other Officers                                           13
          Section  7.4    Salaries                                                             13
          Section  7.5    Term of Office                                                       13
          Section  7.6    Duties of President and Chairman                                      
                          of the Board                                                         13 
          Section  7.7    Duties of Vice President                                             14
          Section  7.8    Duties of Secretary                                                  14
          Section  7.9    Duties of Assistant Secretary                                        14
          Section  7.10   Duties of Treasurer                                                  15
          Section  7.11   Duties of Assistant Treasurer                                        15
 
          Article 8. Resignations, Removals and Vacancies                                      16
 
          Section  8.1    Directors                                                            16
          Section  8.2    Officers                                                             16
 
          Article 9. Certificate of Stock                                                      17
                                                                                                 
          Section  9.1    Issuance of Stock                                                    17
          Section  9.2    Right to Certificate; Form                                           17
          Section  9.3    Facsimile Signature                                                  17
          Section  9.4    Lost Certificates                                                    17
          Section  9.5    Transfer of Stock                                                    18
          Section  9.6    Registered Stockholders                                              18 
 
          Article 10. Indemnification                                                          19
                                                                                                
          Section  10.1   Third Party Actions                                                  19
          Section  10.2   Derivative Actions                                                   19
          Section  10.3   Expenses                                                             20
          Section  10.4   Authorization                                                        20
          Section  10.5   Advance Payment of Expenses                                          20
          Section  10.6   Non-Exclusiveness                                                    20
          Section  10.7   Insurance                                                            21
          Section  10.8   Constituent Corporations                                             21
          Section  10.9   Additional Indemnification                                           21

          Article 11. Execution of Papers                                                      22

          Article 12. Fiscal Year                                                              22

          Article 13. Seal                                                                     22

          Article 14. Offices                                                                  22

          Article 15. Amendments                                                               22
</TABLE>

                                      iii
<PAGE>
 
                              ORGANOGENESIS INC.
                                    BY-LAWS
                                    -------

                                   ARTICLE 1
                                   ---------
                         CERTIFICATE OF INCORPORATION
                         ----------------------------

  Section 1.1 Contents.  The name, location of principal office and purposes of
  ----------- --------                                                         
the Corporation shall be as set forth in its Certificate of Incorporation.
These By-Laws, the powers of the Corporation and of its Directors and
stockholders, and all matters concerning the conduct and regulation of the
business of the Corporation shall be subject to such provisions in regard
thereto, if any, as are set forth in said Certificate of Incorporation.  The
Certificate of Incorporation is hereby made a part of these By-Laws.

  Section 1.2 Certificate in Effect.  All references in these By-Laws to the
  ----------- ---------------------                                         
Certificate of Incorporation shall be construed to mean the Certificate of
Incorporation of the Corporation as from time to time amended, including (unless
the context shall otherwise require) all certificates and any agreement of
consolidation or merger filed pursuant to the Delaware General Corporation Law,
as amended.

                                   ARTICLE 2
                                   ---------
                           MEETINGS OF STOCKHOLDERS
                           ------------------------

  Section 2.1 Place.  All meetings of the stockholders may be held at such place
  ----------- -----                                                             
either within or without the State of Delaware as shall be designated from time
to time by the Board of Directors, the Chairman of the Board of Directors or the
President and stated in the notice of the meeting or in any duly executed waiver
of notice thereof.

  Section 2.2 Annual Meeting.  Annual meetings of stockholders, shall be held on
  ----------- --------------                                                    
the third Tuesday of April in each year, if not a legal holiday, and, if a legal
holiday, then on the next secular day following, at 10:00 A.M., or at such other
date and time as shall be designated from time to time by the Board of
Directors, the Chairman of the Board of Directors or the President and stated in
the notice of the meeting.  If such annual meeting has not been held on the day
herein provided therefor, a special meeting of the stockholders in lieu of the
annual meeting may be held, and any business transacted or elections held at
such special meeting shall have the same effect as if transacted or held at the
annual meeting, and in such case all references in these By-Laws, except in this
Section 2.2, to the annual meeting of the stockholders shall be deemed to refer
to such special meeting.

                                       1
<PAGE>
 
  Section 2.3 Special Meetings.  Special meetings of the stockholders, for any
  ----------- ----------------                                                
purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the President, the Chairman of
the Board, or by the Board of Directors and shall be called by the President or
Secretary at the request in writing of a majority of the Directors then in
office.  Such request shall state the purpose or purposes of the proposed
meeting, which need not be the exclusive purposes for which the meeting is
called.

  Section 2.4 Certain Matters Pertaining to Stockholder Business and
  ------------------------------------------------------------------
Nominations. (A)(1) For nominations or other business to be properly brought
-----------
before an annual meeting by a stockholder or for nominations to be properly
brought before a special meeting the stockholder must have (i) given timely
notice thereof in writing to the Secretary of the Corporation (ii) in the case
of other business to be brought before an annual meeting such other business
must otherwise be a proper matter for stockholder action and (iii) if the
stockholder or the beneficial owner on whose behalf any such proposal or
nomination is made has provided the Corporation with a Solicitation Notice as
that term is defined below in this paragraph (A)(1) such stockholder or
beneficial owner must, in the case of a proposal have delivered a proxy
statement and form of proxy to holders of at least the percentage of the
Corporation's voting shares required under applicable law to carry any such
proposal, or in the case of a nomination or nominations have delivered a proxy
statement and form of proxy to holders of at least a percentage of the
Corporation's voting shares reasonably believed by such stockholder or
beneficial owner to be sufficient to elect the nominee or nominees proposed to
be nominated by such stockholder and must, in either case have included in such
materials the Solicitation Notice and (iv) if no Solicitation Notice relating
thereto has been timely provided pursuant to this section, the stockholder or
beneficial holder proposing such business or nomination must not have solicited
a number of proxies sufficient to have required the delivery of such a
Solicitation Notice under this section. To be timely, a stockholder's notice
pertaining to an annual meeting shall be delivered to the Secretary at the
principal executive offices of the Corporation not later than the close of
business on the forty-fifth (45th) day nor earlier than the close of business on
the seventy-fifth (75th) day prior to the first anniversary of the preceding
year's mailing date for stockholder proxy materials; provided however, that in
the event that the date of the annual meeting is more than thirty (30) days
before or more than sixty (60) days after the date of the annual meeting in the
preceding year, or if an annual meeting was not held in the preceding year,
notice by the stockholder to be

                                       2
<PAGE>
 
timely must be so delivered by the later of (a) the close of business on the
ninetieth (90th) day prior to date of such stockholders' meeting or (b) the
close of business on the tenth (10th) day following the day on which public
announcement of the date of such meeting is first made by the Corporation. Such
stockholder's notice for an annual meeting shall set forth (a) as to each person
whom the stockholder proposes to nominate for election or reelection as a
Director all information relating to such person that is required to be
disclosed in solicitations of proxies for election of Directors, or is otherwise
required, in each case, pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended (the "Exchange Act") (including such person's written
consent to being named in the proxy statement as a nominee and to serving as a
Director if elected; (b) as to any other business that the stockholder proposes
to bring before an annual meeting, a brief description of the business desired
to be brought before the annual meeting, the reasons for conducting such
business at the annual meeting and any material interest in such business of
such stockholder and the beneficial owner, if any, on whose behalf the proposal
is made; (c) as to the stockholder giving the notice, (i) the name and address
of such stockholder, as it appears on the Corporation's books, (ii) the class
and number of shares of the Corporation that are owned beneficially and held of
record by such stockholder and such beneficial owner and (d) whether either such
stockholder or the beneficial owner intends to deliver a proxy statement and
form of proxy to holders of, in the case of a proposal, at least the percentage
of the Corporation's voting shares required under applicable law to carry the
proposal or in the case of a nomination or nominations a sufficient number of
holders of the Corporation's voting shares to elect such nominee or nominees (an
affirmative statement of such intent, a "Solicitation Notice"). A stockholder
shall also comply with all applicable requirements of the Exchange Act of 1934
(or any successor provision), and the rules and regulations thereunder with
respect to the matters set forth in these By-Laws. Nothing in this Section 2.4
shall be deemed to affect any rights of the stockholders to request inclusion of
proposals in the Corporation's proxy statement pursuant to Rule 14a-8 under the
Exchange Act.

  (2)  Notwithstanding anything in the second sentence of paragraph (A)(1) of
this Section to the contrary, 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
fifty-five (55) days prior to the first anniversary of the preceding year's
mailing date for stockholder 

                                       3
<PAGE>
 
proxy materials (or, if the annual meeting is held more than thirty (30) days
before or sixty (60) days after the date of the annual meeting in the Preceding
year, at least one hundred (100) days prior to the date of such stockholders'
meeting, a stockholder's notice required by this Section shall also be
considered timely, but only with respect to nominees for any new positions
created by such increase, if it shall have been delivered to the Secretary at
the principal executive office of the Corporation not later than the close of
business on the tenth (10th) day following the day on which such public
announcement is first made by the Corporation.

      (3) In the event the Corporation calls a special meeting of stockholders
for the purpose of electing one or more Directors to the Board of Directors, any
such stockholder may nominate a person or persons (as the case may be), for
election to such position(s) as specified in the Corporation's notice of
meeting, if the stockholder's notice required by paragraph (A)(1) of this
Section shall be delivered to the Secretary at the principal executive offices
of the Corporation by the later of (a) the close of business on the ninetieth
(90th) day prior to such special meeting or (b) the close of business on the
tenth (10th) day following the day on which public announcement is first made of
the date of the special meeting and of the nominees proposed by the Board of
Directors to be elected at such meeting.

  B)  General.

      (1) Only such persons who are nominated in accordance with the procedures
set forth in this Section shall be eligible to be nominated for election as and
to serve as Directors and only such business shall be conducted at a meeting of
stockholders as shall have been brought before the meeting in accordance with
the procedures set forth in this Section. Except as otherwise provided by law or
these By-Laws, the chairman of the meeting shall have the power and duty to
determine whether a nomination or any business proposed to be brought before the
meeting was made or proposed, as the case may be, in accordance with the
procedures set forth in this Section and, if any proposed nomination or business
is not in compliance herewith to declare that such defective proposal or
nomination shall be disregarded.

      (2) For purposes of this Section, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable national news service or in a document publicly filed by the
Corporation with the Securities and Exchange Commission pursuant to Section 13,
14 or 15(d) of the Exchange Act.

                                       4
<PAGE>
 
  Section 2.5 Notice of Meetings.  A written notice of all meetings of
  ----------- ------------------                                      
stockholders stating the place, date and hour of the meeting and, in the case of
a special meeting, the purpose or purposes for which the special meeting is
called, shall be given to each stockholder entitled to vote at such meeting.
Except as otherwise provided by law, such notice shall be given not less than
ten nor more than sixty days before the date of the meeting.  Business
transacted at any special meeting of stockholders shall be limited to the
purposes stated in the notice.

  Section 2.6 Affidavit of Notice.  An affidavit of the Secretary or an
  ----------- -------------------                                      
Assistant Secretary or the transfer agent of the Corporation that notice of a
stockholders meeting has been given shall, in the absence of fraud, be prima
facie evidence of the facts stated therein.

  Section 2.7 Quorum.  The holders of a majority of the stock issued and
  ----------- ------                                                    
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
Certificate of Incorporation.  If, however, such quorum shall not be present or
represented by proxy at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by Proxy, shall have
power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, except as hereinafter provided, until a quorum
shall be present or represented.  At such adjourned meeting at which a quorum
shall be present or represented any business may be transacted which might have
been transacted at the original meeting.  If the adjournment is for more than
thirty days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.

  Section 2.8 Voting Requirements.  When a quorum is present at any meeting, the
  ----------- -------------------                                               
vote of the holders of a majority of the stock having voting power present in
person or represented by proxy shall decide any question brought before such
meeting, unless the question is one upon which by express provision of any
applicable statute or of the Certificate of Incorporation, a different vote is
required in which case such express provision shall govern and control the
decision of such question.

  Section 2.9 Proxies and Voting.  Unless otherwise provided in the Certificate
  ----------- ------------------                                               
of Incorporation, each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such stockholder, but no proxy shall be voted on
after three years from its date, unless the proxy provides for a longer period.
Persons holding stock 

                                       5
<PAGE>
 
in a fiduciary capacity shall be entitled to vote the shares so held, and
persons whose stock is pledged shall be entitled to vote the pledged shares,
unless in the transfer by the pledgor on the books of the Corporation he shall
have expressly empowered the pledgee to vote said shares, in which case only the
pledgee, or his proxy, may represent and vote such shares. Shares of the capital
stock of the Corporation owned by the Corporation shall not be voted, directly
or indirectly.

  Section 2.10 Stockholder List.  The officer who has charge of the stock ledger
  ------------ ----------------                                                 
of the Corporation shall prepare and make, at least ten 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 days prior to the meeting either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.  The original or duplicate stock ledger shall be the only evidence as
to who are the stockholders entitled to examine such list, the stock ledger or
the books of the Corporation, or to vote in person or by proxy at any meeting of
stockholders.

  Section 2.11 Record Date.  In order that the Corporation may determine the
  ------------ -----------                                                  
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix, in advance, a record date,
which shall not be more than sixty nor less than ten days before the date of
such meeting, nor more than sixty days prior to any other action.  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 of Directors may fix a new record date for the adjourned
meeting.

                                       6
<PAGE>
 
      If no record date is fixed by the Board of Directors:

     (a) 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.

     (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
adopts the resolution relating thereto.

                                       7
<PAGE>
 
                                   ARTICLE 3
                                   ---------
                                   DIRECTORS
                                   ---------

  Section 3.1 Number; Election and Term of Office.  There shall be a Board of
  ----------- -----------------------------------                            
Directors of the Corporation consisting of not less than one member, the number
of members to be determined by resolution of the Board of Directors or by the
stockholders at the annual or any special meeting, unless the Certificate of
Incorporation fixed the number of Directors, in which case a change in the
number of Directors shall be made only by amendment of the Certificate.  Subject
to any limitation, which may be contained within the Certificate of
Incorporation, the number of the Board of Directors may be increased at any time
by vote of a majority of the Directors then in office.  The Directors shall be
elected at the annual meeting of the stockholders, except as provided in
paragraph (c) of Section 8.1, and each Director elected shall hold office until
his successor is elected and qualified or until his earlier resignation or
removal.  Directors need not be stockholders.

  Section 3.2 Duties.  The business of the Corporation shall be managed by or
  ----------- ------                                                         
under the direction of its Board of Directors which may exercise all such powers
of the Corporation and do all such lawful acts and things as are not by statute
or by the Certificate of Incorporation or by these By-Laws directed or required
to be exercised or done by the stockholders.

  Section 3.3 Compensation.  Unless otherwise restricted by the Certificate of
  ----------- ------------                                                    
Incorporation or these By-Laws, the Board of Directors shall have the authority
to fix the compensation of Directors.  The Directors may be paid their expenses,
if any, of attendance at each meeting of the Board of Directors and may be paid
a fixed sum for attendance at each meeting of the Board of Directors or a stated
salary as Directors.  No such payment shall preclude any Director from serving
the Corporation in any other capacity and receiving compensation therefor.
Members of special or standing committees may be allowed like compensation for
attending committee meetings.

  Section 3.4 Reliance on Books.  A member of the Board of Directors or a member
  ----------- -----------------                                                 
of any committee designated by the Board of Directors shall, in the performance
of his duties, be fully protected in relying in good faith upon the books of
account or reports made to the Corporation by any of its officers, or by an
independent certified public accountant, or by an appraiser selected with
reasonable care by the Board of Directors or by any committee, or in relying in
good faith upon other records of the Corporation.

                                       8
<PAGE>
 
                                   ARTICLE 4
                                   ---------
                      MEETINGS OF THE BOARD OF DIRECTORS
                      ----------------------------------

  Section 4.1 Place.  The Board of Directors of the Corporation may hold 
  ----------- -----                                                     
meetings, both regular and special, either within or without the State of
Delaware.

  Section 4.2 Annual Meeting.  The first meeting of each newly elected Board of
  ----------- --------------                                                   
Directors shall be held immediately following the annual meeting of stockholders
or any special meeting held in lieu thereof, and no notice of such meeting shall
be necessary to the newly elected Directors in order legally to constitute the
meeting.

  Section 4.3 Regular Meetings.  Regular meetings of the Board of Directors may
  ----------- ----------------                                                 
be held without notice at such time and at such place as shall from time to time
be determined by the Board.

  Section 4.4 Special Meetings.  Special meetings of the Board may be called by
  ----------- ----------------                                                 
the President on two days' notice to each Director either personally or by mail
or by telegram; special meetings shall be called by the President or Secretary
in like manner and on like notice on the written request of two Directors unless
the Board consists of only one Director, in which case special meetings shall be
called by the President or Secretary in like manner and on like notice on the
written request of the sole Director.

  Section 4.5 Quorum.  At all meetings of the Board a majority of the Directors
  ----------- ------                                                           
then in office shall constitute a quorum for the transaction of business and the
act of a majority of the Directors present at any meeting at which there is a
quorum shall be the act of the Board of Directors, except as may be otherwise
specifically provided by statute or by the Certificate of Incorporation.  If a
quorum shall not be present at any meeting of the Board of Directors, the
Directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

  Section 4.6 Action without Meeting.  Unless otherwise restricted by the
  ----------- ----------------------                                     
Certificate of Incorporation or these By-Laws, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if all members of the Board or committee, as the
case may be, consent thereto in writing, and the writing or writings are filed
with the minutes of proceedings of the Board or committee.

                                       9
<PAGE>
 
  Section 4.7 Telephone meetings.  Unless otherwise restricted by the
  ----------- ------------------                                     
Certificate of Incorporation or these By-Laws, members of the Board of
Directors, or any committee designated by the Board of Directors, may
participate in a meeting of the Board of Directors, or any committee, by means
of conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other, and such
participation in a meeting shall constitute presence in person at the meeting.

                                      10
<PAGE>
 
                                   ARTICLE 5
                                   ---------
                            COMMITTEES OF DIRECTORS
                            -----------------------

        Section 5.1 Designation.
        ----------------------- 
  (a) The Board of Directors 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.

  (b) 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 of Directors to act at the meeting in the place of any such
absent or disqualified member.

  (c) Any such committee, to the extent provided in the resolution of the Board
of Directors designating the committee, shall have and may exercise all the
powers and authority of the Board of Directors 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, adopting an agreement of merger or consolidation, recommending to
the stockholders the sale, lease or exchange of all or substantially all of the
Corporation's property and assets, recommending to the stockholders a
dissolution of the Corporation or a revocation of a dissolution, or amending the
By-Laws of the Corporation; and, unless the resolution or the Certificate of
Incorporation expressly so provide, no such committee shall have the power or
authority to declare a dividend or to authorize the issuance of stock.  Such
committee or committees shall have such name or names as may be determined from
time to time by resolution adopted by the Board of Directors.

  Section 5.2 Records of Meetings.  Each committee shall keep regular minutes of
  -------------------------------                                               
its meetings and report the same to the Board of Directors when required.

                                      11
<PAGE>
 
                                   ARTICLE 6
                                   ---------
                                    NOTICES
                                    -------

  Section 6.1 Method of Giving Notice.  Whenever, under any provision of the law
  --------------------- -------------                                           
or of the Certificate of Incorporation or of these By-Laws, notice is required
to be given to any Director or stockholder, such notice shall be given in
writing by the Secretary or the person or persons calling the meeting by leaving
such notice with such Director or stockholder at his residence or usual place of
business or by mailing it addressed

  to such Director or stockholder, at his address as it appears on the records
of the Corporation, with postage thereon prepaid, and such notice shall be
deemed to be given at the time when the same shall be deposited in the United
States mail.  Notice to Directors may also be given by telegram.

  Section 6.2 Waiver.  Whenever any notice is required to be given under any
  ----------- ------                                                        
provision of law or of the Certificate of Incorporation or of these By-Laws, a
waiver thereof in writing, signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.  Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends the 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.

                                      12
<PAGE>
 
                                   ARTICLE 7
                                   -------- 
                                   OFFICERS
                                   --------

  Section 7.1 In General.  The officers of the Corporation shall be chosen by
  ----------- ----------                                                     
the Board of Directors and shall include a President, a Secretary and a
Treasurer.  The Board of Directors may also choose a Chairman of the Board, one
or more Vice-Presidents, Assistant Secretaries and Assistant Treasurers.  Any
number of offices may be held by the same person, unless the Certificate of
Incorporation or these By-Laws otherwise provide.

  Section 7.2 Election of President, Secretary and Treasurer.  The Board of
  ----------- ----------------------------------------------               
Directors at its first meeting after each annual meeting of stockholders shall
choose a President, a Secretary and a Treasurer.

  Section 7.3 Election of Other Officers.  The Board of Directors may appoint
  ----------- --------------------------                                     
such other officers and agents as it shall deem appropriate who shall hold their
offices for such terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the Board.

  Section 7.4 Salaries.  The salaries of all officers and agents of the
  ----------- --------                                                 
Corporation may be fixed by the Board of Directors.

  Section 7.5 Term of Office.  The officers of the Corporation shall hold office
  ----------- --------------                                                    
until their successors are chosen and qualify or until their earlier resignation
or removal.  Any officer elected or appointed by the Board of Directors may be
removed at any time in the manner specified in Section 8.2.

  Section 7.6 Duties of President and Chairman of the Board.  The President
  ----------- ---------------------------------------------                
shall be the chief executive officer of the Corporation, shall preside at all
meetings of the stockholders and, if he is a Director, at all meetings of the
Board of Directors if there shall be no Chairman of the Board or in the absence
of the Chairman of the Board, shall have general and active management of the
business of the Corporation and shall see that all orders and resolutions of the
Board of

  Directors are carried into effect.  The President shall execute bonds,
mortgages and other contracts requiring a seal, under the seal of the
Corporation, except where required or permitted by law to be otherwise signed
and executed and except where the signing and execution thereof shall be
expressly delegated by the Board of Directors to some other officer or agent of
the Corporation.  The Chairman of the Board, if any, shall make his counsel
available to the other officers of the Corporation, shall be authorized to sign
stock certificates on behalf of the Corporation, shall preside at all meetings
of the Directors at which he is present, and, in the absence of the President at
all meetings of the stockholders, and shall 

                                      13
<PAGE>
 
have such other duties and powers as may from time to time be conferred upon him
by the Directors.

  Section 7.7 Duties of Vice President.  In the absence of the President or in
  ----------- ------------------------                                        
the event of his inability or refusal to act, the Vice-President (or in the
event there be more than one Vice-President, the Vice-Presidents in the order
designated by the Directors, or in the absence of any designation, then in the
order of their election) shall perform the duties of the President not otherwise
conferred upon the Chairman of the Board, if any, and when so acting, shall have
all the powers of and be subject to all the restrictions upon the President.
The Vice-Presidents shall perform such other duties and have such other powers
as the Board of Directors may from time to time prescribe.

  Section 7.8 Duties of Secretary.  The Secretary shall attend all meetings of
  ----------- -------------------                                             
the Board of Directors and all meetings of the stockholders and record all the
proceedings of the meetings of the Corporation and of the Board of Directors in
a book to be kept for that purpose and shall perform like duties for the
standing committees when required.  He shall give, or cause to be given, notice
of all meetings of the stockholders and special meetings of the Board of
Directors, except as otherwise provided in these By-Laws, and shall perform such
other duties as may be prescribed by the Board of Directors or President, under
whose supervision he shall be.  He shall have charge of the stock ledger (which
may, however, be kept by any transfer agent or agents of the Corporation under
his direction) and of the corporate seal of the Corporation.

  Section 7.9 Duties of Assistant Secretary.  The Assistant Secretary, or if
  ----------- -----------------------------                                 
there be more than one, the Assistant Secretaries in the order determined by the
Board of Directors (or if there be no such determination, then in the order of
their election) shall, in the absence of the Secretary or in the event of his
inability or refusal to act, perform the duties and exercise the powers of the
Secretary and shall perform such other duties and have such other powers as the
Board of Directors may from time to time prescribe.

                                      14
<PAGE>
 
  Section 7.10 Duties of Treasurer.  The Treasurer shall have the custody of the
  ------------ -------------------                                              
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board of
Directors.  The Treasurer shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all of his transactions as Treasurer and of the financial condition of the
Corporation.  If required by the-Board of Directors, he shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of this office and for the restoration to the Corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the Corporation.

  Section 7.11 Duties of Assistant Treasurer.  The Assistant Treasurer, or if
  ------------ -----------------------------                                 
there shall be more than one, the Assistant Treasurers in the order determined
by the Board of Directors (or if there be no such determination, then in the
order of their election), shall, in the absence of the Treasurer or in the event
of his inability or refusal to act, perform the duties and exercise the powers
of the Treasurer and shall perform such other duties and have such other powers
as the Board of Directors may from time to time prescribe.

                                      15
<PAGE>
 
                                   ARTICLE 8
                                   ---------
                     RESIGNATIONS, REMOVALS AND VACANCIES
                     ------------------------------------

  Section 8.1 Directors.
  --------------------- 
  (a) Resignations.  Any Director may resign at any time by giving written
      ------------                                                        
notice to the Board of Directors or the President or the Secretary.  Such
resignation shall take effect at the time specified therein; and unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.

  (b) Removals.  Subject to any provisions of the Certificate of Incorporation,
      --------                                                                 
the holders of stock entitled to vote for the election of Directors may, at any
meeting called for the purpose, by vote of a majority of the shares of such
stock outstanding, remove any Director or the entire Board of Directors with or
without cause and fill any vacancies thereby created.  This Section 8.1(b) may
not be altered, amended or repealed except by the holders of a majority of the
shares of stock issued and outstanding and entitled to vote for the election of
the Directors.

  (c) Vacancies.  Vacancies occurring in the office of Director and newly
      ---------                                                          
created Directorships resulting from any increase in the authorized number of
Directors shall be filled by a majority of the Directors then in office, though
less than a quorum, unless previously filled by the stockholders entitled to
vote for the election of Directors, and the Directors so chosen shall hold
office subject to the By-Laws until the next annual election and until their
successors are duly elected and qualify or until their earlier resignation or
removal. If there are no Directors in office, then an election of Directors may
be held in the manner provided by statute.

      Section 8.2 Officers.
      ----------- -------- 

     Any officer may resign at any time by giving written notice to the Board of
Directors or the President or the Secretary.  Such resignation shall take effect
at the time specified therein; and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.  The
Board of Directors may, at any meeting called for the purpose, by vote of a
majority of their entire number, remove from office any officer of the
Corporation or any member of a committee, with or without cause.  Any vacancy
occurring in the office of President, Secretary or Treasurer shall be filled by
the Board of Directors and the officers so chosen shall hold office subject to
the By-Laws for the unexpired term in respect of which the vacancy occurred and
until their successors shall be elected and qualify or until their earlier
resignation or removal.

                                      16
<PAGE>
 
                                   ARTICLE 9
                                   ---------
                             CERTIFICATE OF STOCK
                             --------------------

  Section 9.1 Issuance of Stock.  The Directors may, at any time and from time
  ----------- -----------------                                               
to time, if all of the shares of capital stock which the Corporation is
authorized by its Certificate of Incorporation to issue have not been issued,
subscribed for, or otherwise committed to be issued, issue or take subscriptions
for additional shares of its capital stock up to the amount authorized in its
Certificate of Incorporation.  Such stock shall be issued and the consideration
paid therefor in the manner prescribed by law.

  Section 9.2 Right to Certificate; Form.  Every holder of stock in the
  ----------- --------------------------                               
Corporation shall be entitled to have a certificate, signed by, or in the name
of the Corporation by, the Chairman of the Board, the President or a Vice-
President and the Treasurer or an Assistant Treasurer, or the Secretary or an
Assistant Secretary of the Corporation, certifying the number of shares owned by
him in the Corporation; provided that the Directors may provide by one or more
resolutions that some or all of any or all classes or series of the
Corporation's stock shall be uncertified shares.  Certificates may be issued for
partly paid shares and in such case upon the face or back of the certificates
issued to represent any such partly paid shares, the total amount of the
consideration to be paid therefor, and the amount paid thereon shall be
specified.

   Section 9.3 Facsimile Signature.  Any of or all the signatures on the
   ----------- -------------------                                      
 certificate may be facsimile.  In case any officer, transfer agent or registrar
 who has signed or whose facsimile signature has been placed upon a certificate
 shall have ceased to be such officer, transfer agent or registrar before such
 certificate is issued, it may be issued by the Corporation with the same effect
 as if he were such officer, transfer agent or registrar at the date of issue.

   Section 9.4 Lost Certificates.  The Board of Directors may direct a new
   ----------- -----------------                                          
 certificate or certificates to be issued in place of any certificate or
 certificates theretofore issued by the Corporation alleged to have been lost,
 stolen or destroyed, upon the making of an affidavit of that fact by the person
 claiming the certificate of stock to be lost, stolen or destroyed. When
 authorizing such issue of a new certificate or certificates, the Board of
 Directors may, in its discretion and as a condition precedent to the issuance
 thereof, require the owner of such lost, stolen or destroyed certificate or
 certificates, or his legal representative, to advertise the same in such manner
 as it shall require and/or to give the Corporation a bond in such sum as it may
 direct as indemnity against any claim that may be made against 

                                      17
<PAGE>
 
 the Corporation with respect to the certificate alleged to have been lost,
 stolen or destroyed.

  Section 9.5 Transfer of Stock.  Upon surrender to the Corporation or the
  ----------- -----------------                                           
transfer agent of the Corporation of a for shares duly endorsed or accompanied
by proper succession, assignation or authority to transfer, the duty of the
Corporation to issue a new to the person entitled thereto, cancel the old and
record the transaction upon its books.

  9.6 Registered Stockholders.  The Corporation shall be entitled to recognize
  --- -----------------------                                                 
the exclusive right of a person registered on its books as the owner of shares
to receive dividends, and to vote as such owner, and to hold liable for calls
and assessments a person registered on its books as the owner of shares, and
shall not be bound to recognize any equitable or other claim to or interest in
such share or shares on the part of any other person, whether or not it shall
have express or other notice thereof, except as otherwise provided by the laws
of Delaware.

                                      18
<PAGE>
 
                                  ARTICLE 10
                                  ----------
                                INDEMNIFICATION
                                ---------------

  Section 10.1 Third Party Actions.  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, against expenses
(including attorney's 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 plea of nolo contenders 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, had reasonable cause to believe that his conduct
was unlawful.

  Section 10.2 Derivative Actions.  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
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 and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Corporation unless and only to
the extent that the Court of Chancery or the court in which such action or suit
was brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person 

                                      19
<PAGE>
 
is fairly and reasonably entitled to indemnity for such expenses which the Court
of Chancery or such other court shall deem proper.

  Section 10.3 Expenses.  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 Sections 10.1 and 10.2,
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 10.4 Authorization.  Any indemnification under Sections 10.1 and 10.2
  ------------ -------------                                                   
(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 10.1 and 10.2. Such
determination shall be made (a) by the Board of Directors by a majority vote of
a quorum consisting of Directors who were not parties to such action, suit or
proceeding, or (b) 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 (c) by the stockholders.

  Section 10.5 Advance Payment 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 of Directors in the specific case upon
receipt of an undertaking by or on behalf of such officer or Director to repay
such amount unless it shall ultimately be determined that he is entitled to be
indemnified by the Corporation as authorized in this Article 10. Such expenses
incurred by other employees and agents may be so paid upon such terms and
conditions, if any, as the Board of Directors deems appropriate.

  Section 10.6 Non-Exclusiveness.  The indemnification provided by this Article
  ------------ -----------------                                               
10 shall not be deemed exclusive of any other rights to which those seeking
indemnification 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, and shall continue as to a person who has ceased to be a Director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

                                      20
<PAGE>
 
  Section 10.7 Insurance.  The Corporation shall have power to 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 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 10.

  Section 10.8 Constituent Corporations.  The Corporation shall have power to
  ------------ ------------------------                                      
indemnify any person who is or was a director, officer, employee or agent of a
constituent corporation absorbed in a consolidation or merger with this
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, in the same manner as hereinabove
provided for 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.

  Section 10.9 Additional Indemnification.  In addition to the foregoing
  ------------ --------------------------                               
provisions of this Article 10, the Corporation shall have the power, to the full
extent provided by law, to indemnify any person for any act or omission of such
person against all loss, cost, damage and expense (including attorney's fees) if
such person is determined (in the manner prescribed in Section 10.4 hereof) to
have acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interest of the Corporation.

                                      21
<PAGE>
 
                                  ARTICLE 11
                                  ----------
                              EXECUTION OF PAPERS
                              -------------------

  Except as otherwise provided in these By-Laws or as the Board of Directors may
generally or in particular cases otherwise determine, all deeds, leases,
transfers, contracts, bonds, notes, checks, drafts and other instruments
authorized to be executed on behalf of the Corporation shall be executed by the
President or the Treasurer.

                                  ARTICLE 12
                                  ----------
                                  FISCAL YEAR
                                  -----------

  The fiscal year of the Corporation shall be fixed by resolution of the Board
of Directors.
                                  ARTICLE 13
                                  ----------
                                     SEAL
                                     ----

  The Corporate seal shall have inscribed thereon the name of the Corporation,
the year of its organization and the word "Delaware".  The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or reproduced or
otherwise.

                                  ARTICLE 14
                                  ----------
                                    OFFICES
                                    -------

  In addition to its principal office, the Corporation may have offices at such
other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the Corporation may
require.

                                  ARTICLE 15
                                  ----------
                                  AMENDMENTS
                                  ----------

     Except as otherwise provided herein, these By-Laws may be altered, amended
or repealed or new By-Laws may be adopted by the stockholders or by the Board of
Directors, when such power is conferred upon the Board of Directors by the
Certificate of Incorporation, at any regular meeting of the stockholders or of
the Board of Directors, or at any special meeting of the stockholders or of the
Board of Directors if notice of such alteration, amendment, repeal or adoption
of new By-Laws is contained in the notice of such special meeting, or by the
written consent of a majority in interest of the outstanding voting stock of the
Corporation or by the unanimous written consent of the Directors.  If the power
to adopt, amend or repeal By-Laws is conferred upon the Board of Directors by
the Certificate of Incorporation, it shall not divest or limit the power of the
stockholders to adopt, amend or repeal By-Laws.

                                      22