<PAGE>

                                                                     Exhibit 3.4



                         AMENDED AND RESTATED BY-LAWS

                                      OF

                                 BE FREE, INC.
                           (a Delaware corporation)
<PAGE>

                         AMENDED AND RESTATED BY-LAWS

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                       Page
<S>                                                                                                    <C>
ARTICLE 1 - Stockholders.............................................................................   1
     1.1    Place of Meetings........................................................................   1
     1.2    Annual Meeting...........................................................................   1
     1.3    Special Meetings.........................................................................   1
     1.4    Notice of Meetings.......................................................................   1
     1.5    Voting List..............................................................................   1
     1.6    Quorum...................................................................................   2
     1.7    Adjournments.............................................................................   2
     1.8    Voting and Proxies.......................................................................   2
     1.9    Action at Meeting........................................................................   2
     1.10   Nomination of Directors..................................................................   3
     1.11   Notice of Business at Annual Meetings....................................................   4
     1.12   Action without Meeting...................................................................   5
     1.13   Organization.............................................................................   5

ARTICLE 2 - Directors................................................................................   5
     2.1    General Powers...........................................................................   5
     2.2    Number; Election and Qualification.......................................................   5
     2.3    Classes of Directors.....................................................................   6
     2.4    Terms of Office..........................................................................   6
     2.5    Allocation of Directors Among Classes in the Event of Increases or
            Decreases in the Number of Directors.....................................................   6
     2.6    Vacancies................................................................................   6
     2.7    Resignation..............................................................................   7
     2.8    Regular Meetings.........................................................................   7
     2.9    Special Meetings.........................................................................   7
     2.10   Notice of Special Meetings...............................................................   7
     2.11   Meetings by Telephone Conference Calls...................................................   7
     2.12   Quorum...................................................................................   8
     2.13   Action at Meeting........................................................................   8
     2.14   Action by Consent........................................................................   8
     2.15   Removal..................................................................................   8
     2.16   Committees...............................................................................   8
     2.17   Compensation of Directors................................................................   9

ARTICLE 3 - Officers.................................................................................   9
     3.1    Enumeration..............................................................................   9
     3.2    Election.................................................................................   9
     3.3    Qualification............................................................................   9
</TABLE>
<PAGE>

<TABLE>
<S>                                                                                                    <C>
     3.4    Tenure....................................................................................  9
     3.5    Resignation and Removal...................................................................  9
     3.6    Vacancies................................................................................. 10
     3.7    Chairman of the Board and Vice Chairman of the Board...................................... 10
     3.8    President................................................................................. 10
     3.9    Vice Presidents........................................................................... 10
     3.10   Secretary and Assistant Secretaries....................................................... 11
     3.11   Treasurer and Assistant Treasurers........................................................ 11
     3.12   Salaries.................................................................................. 11

ARTICLE 4 - Capital Stock............................................................................. 12
     4.1    Issuance of Stock......................................................................... 12
     4.2    Certificates of Stock..................................................................... 12
     4.3    Transfers................................................................................. 12
     4.4    Lost, Stolen or Destroyed Certificates.................................................... 12
     4.5    Record Date............................................................................... 13

ARTICLE 5 - General Provisions........................................................................ 13
     5.1    Fiscal Year............................................................................... 13
     5.2    Corporate Seal............................................................................ 13
     5.3    Waiver of Notice.......................................................................... 13
     5.4    Voting of Securities...................................................................... 13
     5.5    Evidence of Authority..................................................................... 14
     5.6    Certificate of Incorporation.............................................................. 14
     5.7    Transactions with Interested Parties...................................................... 14
     5.8    Severability.............................................................................. 14
     5.9    Pronouns.................................................................................. 15

ARTICLE 6 - Amendments................................................................................ 15
     6.1    By the Board of Directors................................................................. 15
     6.2    By the Stockholders....................................................................... 15
     6.3    Certain Provisions........................................................................ 15
</TABLE>


                                      ii
<PAGE>

                         AMENDED AND RESTATED BY-LAWS

                                      OF

                                 BE FREE, INC.



                           ARTICLE 1 - Stockholders
                           ------------------------


     1.1  Place of Meetings.  All meetings of stockholders shall be held at such
          -----------------
place within or without the State of Delaware as may be designated from time to
time by the Board of Directors or the President or, if not so designated, at the
registered office of the corporation.

     1.2  Annual Meeting.  The annual meeting of stockholders for the election
          --------------
of directors and for the transaction of such other business as may properly be
brought before the meeting shall be held on a date to be fixed by the Board of
Directors or the President (which date shall not be a legal holiday in the place
where the meeting is to be held) at the time and place to be fixed by the Board
of Directors or the President and stated in the notice of the meeting. If no
annual meeting is held in accordance with the foregoing provisions, the Board of
Directors shall cause the meeting to be held as soon thereafter as convenient.
If no annual meeting is held in accordance with the foregoing provisions, a
special meeting may be held in lieu of the annual meeting, and any action taken
at that special meeting shall have the same effect as if it had been taken at
the annual meeting, and in such case all references in these By-laws to the
annual meeting of the stockholders shall be deemed to refer to such special
meeting.

     1.3  Special Meetings.  Special meetings of stockholders may be called at
          ----------------
any time by the Chairman of the Board of Directors, the President or the Board
of Directors. Business transacted at any special meeting of stockholders shall
be limited to matters relating to the purpose or purposes stated in the notice
of meeting.

     1.4  Notice of Meetings.  Except as otherwise provided by law, written
          ------------------
notice of each meeting of stockholders, whether annual or special, shall be
given not less than 10 nor more than 60 days before the date of the meeting to
each stockholder entitled to vote at such meeting. The notices of all meetings
shall state the place, date and hour of the meeting. The notice of a special
meeting shall state, in addition, the purpose or purposes for which the meeting
is called. If mailed, notice is given when deposited in the United States mail,
postage prepaid, directed to the stockholder at the stockholder's address as it
appears on the records of the corporation.

     1.5  Voting List.  The officer who has charge of the stock ledger of the
          -----------
corporation shall prepare, at least 10 days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical
<PAGE>

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 10 days prior to the meeting,
at a place within the city 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
of the meeting, and may be inspected by any stockholder who is present.

      1.6 Quorum.  Except as otherwise provided by law, the Certificate of
          ------
Incorporation or these By-laws, the holders of a majority of the shares of the
capital stock of the corporation issued and outstanding and entitled to vote at
the meeting, present in person or represented by proxy, shall constitute a
quorum for the transaction of business.

      1.7 Adjournments.  Any meeting of stockholders may be adjourned to any
          ------------
other time and to any other place at which a meeting of stockholders may be held
under these By-laws by the stockholders present or represented at the meeting
and entitled to vote, although less than a quorum, or, if no stockholder is
present, by any officer entitled to preside at or to act as Secretary of such
meeting. It shall not be necessary to notify any stockholder of any adjournment
of less than 30 days if the time and place of the adjourned meeting are
announced at the meeting at which adjournment is taken, unless after the
adjournment a new record date is fixed for the adjourned meeting. At the
adjourned meeting, the corporation may transact any business which might have
been transacted at the original meeting.

      1.8 Voting and Proxies.  Each stockholder shall have one vote for each
          ------------------
share of stock entitled to vote held of record by such stockholder and a
proportionate vote for each fractional share so held, unless otherwise provided
by the General Corporation Law of the State of Delaware, the Certificate of
Incorporation or these By-laws. Each stockholder of record entitled to vote at a
meeting of stockholders may vote in person or may authorize another person or
persons to vote or act for him by written proxy executed by the stockholder or
his authorized agent and delivered to the Secretary of the corporation. The
electronic transmission of proxies is hereby permitted to the full extent
permissible under the General Corporation Law of the State of Delaware. No such
proxy shall be voted or acted upon after three years from the date of its
execution, unless the proxy expressly provides for a longer period.

      1.9 Action at Meeting.  When a quorum is present at any meeting, the
          -----------------
holders of a majority of the stock present or represented and voting on a matter
(or if there are two or more classes of stock entitled to vote as separate
classes, then in the case of each such class, the holders of a majority of the
stock of that class present or represented and voting on a matter) shall decide
any matter to be voted upon by the stockholders at such meeting, except when a
different vote is required by express provision of law, the Certificate of
Incorporation or these By-laws. Any election by stockholders shall be

                                       2
<PAGE>

determined by a plurality of the votes cast by the stockholders entitled to vote
at the election.

      1.10  Nomination of Directors.  Only persons who are nominated in
            -----------------------
accordance with the following procedures shall be eligible for election as
directors:

            (a)  Prior to the closing of the corporation's initial public
offering of securities of the corporation pursuant to a registration statement
which has been filed with and declared effective by the Securities and Exchange
Commission (the "IPO"), nomination for election to the Board of Directors of the
corporation at a meeting of stockholders may be made by the Board of Directors
or by any stockholder of the corporation entitled to vote for the election of
directors at such meeting.

            (b)  From and after the closing of an IPO, nomination for election
to the Board of Directors of the corporation at a meeting of stockholders may be
made (i) by the Board of Directors or (ii) by any stockholder of the corporation
entitled to vote for the election of directors at such meeting who complies with
the notice procedures set forth in this Section 1.10(b). Such nominations, other
than those made by or on behalf of the Board of Directors, shall be made by
notice in writing delivered or mailed by first class United States mail, postage
prepaid, to the Secretary, and received not later than the close of business on
the 90th day nor earlier than the close of business on the 120th day prior to
the first anniversary of the preceding year's annual meeting; provided, however,
that in the event that the date of the annual meeting is more than 30 days
before or more than 60 days after such anniversary date, notice by the
stockholder to be timely must be so delivered not earlier than the close of
business on the 120th day prior to such annual meeting and not later than the
close of business on the later of the 90th day prior to such annual meeting or
the 10th day following the date on which public announcement of the date of such
meeting is first made. In no event shall the public announcement of an
adjournment of an annual meeting commence a new time period for the giving of a
stockholder's notice as described above. Such notice shall set forth (1) as to
each proposed nominee (i) the name, age, business address and, if known,
residence address of each such nominee, (ii) the principal occupation or
employment of each such nominee, (iii) the number of shares of stock of the
corporation which are beneficially owned by each such nominee, and (iv) any
other information concerning the nominee that must be disclosed as to nominees
in proxy solicitations pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended (including such person's written consent to be named as
a nominee and to serve as a director if elected); and (2) as to the stockholder
giving the notice (i) the name and address, as they appear on the corporation's
books, of such stockholder and (ii) the class and number of shares of the
corporation which are beneficially owned by such stockholder. The corporation
may require any proposed nominee to furnish such other information as may
reasonably be required by the corporation to determine the eligibility of such
proposed nominee to serve as a director of the corporation. The chairman of the
meeting may, if the facts warrant, determine and declare to the meeting that a
nomination was not made in

                                       3
<PAGE>

accordance with the foregoing procedure, and if he should so determine, he shall
so declare to the meeting and the defective nomination shall be disregarded.

      1.11  Notice of Business at Annual Meetings.  From and after the
            -------------------------------------
closing of an IPO, at an annual meeting of the stockholders, only such business
shall be conducted as shall have been properly brought before the meeting. To be
properly brought before an annual meeting, business must be (a) specified in the
notice of meeting (or any supplement thereto) given by or at the direction of
the Board of Directors, (b) otherwise properly brought before the meeting by or
at the direction of the Board of Directors, or (c) otherwise properly brought
before an annual meeting by a stockholder. For business to be properly brought
before an annual meeting by a stockholder, if such business relates to the
election of directors of the corporation, the procedures in Section 1.10(b) must
be complied with. If such business relates to any other matter, the stockholder
must have given timely notice thereof in writing to the Secretary. To be timely,
a stockholder's notice must be delivered to or mailed and received at the
principal executive offices of the corporation not later than the close of
business on the 90th day nor earlier than the close of business on the 120th day
prior to the first anniversary of the preceding year's annual meeting; provided,
however, that in the event that the date of the annual meeting is more than 30
days before or more than 60 days after such anniversary date, notice by the
stockholder to be timely must be so delivered not earlier than the close of
business on the 120th day prior to such annual meeting and not later than the
close of business on the later of the 90th day prior to such annual meeting or
the 10th day following the date on which public announcement of the date of such
meeting is first made. In no event shall the public announcement of an
adjournment of an annual meeting commence a new time period for the giving of a
stockholder's notice as described above. A stockholder's notice to the Secretary
shall set forth as to each matter the stockholder proposes to bring before the
annual meeting (a) a brief description of the business desired to be brought
before the annual meeting and the reasons for conducting such business at the
annual meeting, (b) the name and address, as they appear on the corporation's
books, of the stockholder proposing such business, (c) the class and number of
shares of the corporation which are beneficially owned by the stockholder, and
(d) any material interest of the stockholder in such business. Notwithstanding
anything in these By-laws to the contrary, no business shall be conducted at any
annual meeting which occurs after the closing of an IPO except in accordance
with the procedures set forth in this Section 1.11 and except that any
stockholder proposal which complies with Rule 14a-8 of the proxy rules (or any
successor provision) promulgated under the Securities Exchange Act of 1934, as
amended, and is to be included in the corporation's proxy statement for an
annual meeting of stockholders shall be deemed to comply with the requirements
of this Section 1.11.

     The chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that business was not properly brought before the meeting
in accordance with the provisions of this Section 1.11, and if he should so
determine, the chairman

                                       4
<PAGE>

shall so declare to the meeting that any such business not properly brought
before the meeting shall not be transacted.

     1.12  Action without Meeting.  From and after the closing of an IPO,
           ----------------------
stockholders may not take any action by written consent in lieu of a meeting.

     1.13  Organization.  The Chairman of the Board, or in his absence the
           ------------
Vice Chairman of the Board designated by the Chairman of the Board, or the
President shall call meetings of the stockholders to order. The Secretary of the
corporation shall act as secretary at all meetings of the stockholders; but in
the absence of the Secretary at any meeting of the stockholders, the presiding
officer may appoint any person to act as secretary of the meeting.


                             ARTICLE 2 - Directors
                             ---------------------


     2.1   General Powers.  The business and affairs of the corporation shall be
           --------------
managed by or under the direction of a Board of Directors, who may exercise all
of the powers of the corporation except as otherwise provided by law, the
Certificate of Incorporation or these By-laws.  In the event of a vacancy in the
Board of Directors, the remaining directors, except as otherwise provided by
law, may exercise the powers of the full Board until the vacancy is filled.

     2.2   Number; Election and Qualification.
           ----------------------------------

           (a)   Prior to an IPO, the number of directors which shall constitute
the whole Board of Directors shall be determined by resolution of the
stockholders or the Board of Directors, but in no event shall be less than one.
The number of directors may be decreased at any time and from time to time
either by the stockholders or by a majority of the directors then in office, but
only to eliminate vacancies existing by reason of the death, resignation,
removal or expiration of the term of one or more directors. The directors shall
be elected at the annual meeting of stockholders by such stockholders as have
the right to vote on such election. Directors need not be stockholders of the
corporation.

           (b)   From and after the closing of an IPO, the number of directors
which shall constitute the whole Board of Directors shall be determined by
resolution of the Board of Directors, but in no event shall be less than three.
The number of directors may be decreased at any time and from time to time by a
majority of the directors then in office, but only to eliminate vacancies
existing by reason of the death, resignation, removal or expiration of the term
of one or more directors. The directors shall be elected at the annual meeting
of stockholders by such stockholders as have the right to vote on such election.
Directors need not be stockholders of the corporation.

                                       5
<PAGE>

     2.3  Classes of Directors.  From and after the closing of an IPO, the Board
          --------------------
of Directors shall be divided into three classes:  Class I, Class II and Class
III.  No one class shall have more than one director more than any other class.
If a fraction is contained in the quotient arrived at by dividing the designated
number of directors by three, then, if such fraction is one-third, the extra
director shall be a member of Class I, and if such fraction is two-thirds, one
of the extra directors shall be a member of Class I and one of the extra
directors shall be a member of Class II, unless otherwise provided from time to
time by resolution adopted by the Board of Directors.

     2.4  Terms of Office.  From and after the closing of an IPO, each director
          ---------------
shall serve for a term ending on the date of the third annual meeting following
the annual meeting at which such director was elected; provided, that each
initial director in Class I shall serve for a term ending on the date of the
annual meeting of stockholders in 2000; each initial director in Class II shall
serve for a term ending on the date of the annual meeting of stockholders in
2001; and each initial director in Class III shall serve for a term ending on
the date of the annual meeting of stockholders in 2002; and provided further,
that the term of each director shall be subject to the election and
qualification of his successor and to his earlier death, resignation or removal.

     2.5  Allocation of Directors Among Classes in the Event of Increases or
          ------------------------------------------------------------------
Decreases in the Number of Directors.  In the event of any increase or decrease
------------------------------------
in the authorized number of directors after the closing of an IPO, (i) each
director then serving as such shall nevertheless continue as a director of the
class of which he is a member and (ii) the newly created or eliminated
directorships resulting from such increase or decrease shall be apportioned by
the Board of Directors among the three classes of directors so as to ensure that
no one class has more than one director more than any other class.  To the
extent possible, consistent with the foregoing rule, any newly created
directorships shall be added to those classes whose terms of office are to
expire at the latest dates following such allocation, and any newly eliminated
directorships shall be subtracted from those classes whose terms of offices are
to expire at the earliest dates following such allocation, unless otherwise
provided from time to time by resolution adopted by the Board of Directors.

     2.6  Vacancies.
          ---------

          (a)  Prior to an IPO, unless and until filled by the stockholders, any
vacancy in the Board of Directors, however occurring, including a vacancy
resulting from an enlargement of the Board, may be filled by a vote of a
majority of the directors then in office, although less than a quorum, or by a
sole remaining director. A director elected to fill a vacancy shall be elected
for the unexpired term of his predecessor in office, and a director chosen to
fill a position resulting from an increase in the number of directors shall hold
office until the next annual meeting of stockholders and until his successor is
elected and qualified, or until his earlier death, resignation or removal.

                                       6
<PAGE>

           (b)  From and after the closing of an IPO, any vacancy in the Board
of Directors, however occurring, including a vacancy resulting from an
enlargement of the size of the Board, shall be filled only by vote of a majority
of the directors then in office, although less than a quorum, or by a sole
remaining director. A director elected to fill a vacancy shall be elected for
the unexpired term of his predecessor in office, and a director chosen to fill a
position resulting from an increase in the number of directors shall hold office
until the next election of the class for which such director shall have been
chosen, subject to the election and qualification of his successor and to his
earlier death, resignation or removal.

     2.7   Resignation.  Any director may resign by delivering his written
           -----------
resignation to the corporation at its principal office or to the President or
Secretary.  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.

     2.8   Regular Meetings.  Regular meetings of the Board of Directors may be
           ----------------
held without notice at such time and place, either within or without the State
of Delaware, as shall be determined from time to time by the Board of Directors;
provided that any director who is absent when such a determination is made shall
be given notice of the determination.  A regular meeting of the Board of
Directors may be held without notice immediately after and at the same place as
the annual meeting of stockholders.

     2.9   Special Meetings.  Special meetings of the Board of Directors may be
           ----------------
held at any time and place, within or without the State of Delaware, designated
in a call by the Chairman of the Board, President, two or more directors, or by
one director in the event that there is only a single director in office.

     2.10  Notice of Special Meetings.  Notice of any special meeting of
           --------------------------
directors shall be given to each director by the Secretary or by the officer or
one of the directors calling the meeting.  Notice shall be duly given to each
director (i) by giving notice to such director in person or by telephone at
least 24 hours in advance of the meeting, (ii) by sending a telegram, telecopy,
telex or electronic mail message, or delivering written notice by hand, to his
last known business or home address at least 24 hours in advance of the meeting,
or (iii) by mailing written notice to his last known business or home address at
least 72 hours in advance of the meeting.  A notice or waiver of notice of a
meeting of the Board of Directors need not specify the purposes of the meeting.

     2.11  Meetings by Telephone Conference Calls.  Directors or any members
           --------------------------------------
of any committee designated by the directors may participate in a meeting of the
Board of Directors or such 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 participation by such means shall constitute
presence in person at such meeting.

                                       7
<PAGE>

     2.12  Quorum.  A majority of the total number of the whole Board of
           ------
Directors shall constitute a quorum at all meetings of the Board of Directors.
In the event one or more of the directors shall be disqualified to vote at any
meeting, then the required quorum shall be reduced by one for each such director
so disqualified; provided, however, that in no case shall less than one-third
(1/3) of the number so fixed constitute a quorum. In the absence of a quorum at
any such meeting, a majority of the directors present may adjourn the meeting
from time to time without further notice other than announcement at the meeting,
until a quorum shall be present.

     2.13  Action at Meeting.  At any meeting of the Board of Directors at
           -----------------
which a quorum is present, the vote of a majority of those present shall be
sufficient to take any action, unless a different vote is specified by law, the
Certificate of Incorporation or these By-laws.

     2.14  Action by Consent.  Any action required or permitted to be taken
           -----------------
at any meeting of the Board of Directors or of any committee of the Board of
Directors may be taken without a meeting, if all members of the Board or
committee, as the case may be, consent to the action in writing, and the written
consents are filed with the minutes of proceedings of the Board or committee.

     2.15  Removal.
           -------

           (a)  Except as otherwise provided by the General Corporation Law of
Delaware, prior to the closing of an IPO, any one or more of the directors of
the corporation may be removed, with or without cause, by the holders of a
majority of the shares then entitled to vote at an election of directors, except
that the directors elected by the holders of a particular class or series of
stock may be removed without cause only by vote of the holders of a majority of
the outstanding shares of such class or series.

           (b)  After the closing of the corporation's IPO, directors of the
corporation may be removed only for cause by the affirmative vote of the holders
of two-thirds of the shares of the capital stock of the corporation issued and
outstanding and entitled to vote.

     2.16  Committees.  The Board of Directors may designate one or more
           ----------
committees, each committee to consist of one or more of the directors of the
corporation. The Board may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee. In the absence or disqualification of a member of a
committee, the member or members of the committee 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. Any such
committee, to the extent provided in the resolution of the Board of Directors
and subject to the provisions of the General Corporation Law of the State of

                                       8
<PAGE>

Delaware, 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. Each such committee shall keep minutes and make such reports as
the Board of Directors may from time to time request. Except as the Board of
Directors may otherwise determine, any committee may make rules for the conduct
of its business, but unless otherwise provided by the directors or in such
rules, its business shall be conducted as nearly as possible in the same manner
as is provided in these By-laws for the Board of Directors.

     2.17  Compensation of Directors.  Directors may be paid such
           -------------------------
compensation for their services and such reimbursement for expenses of
attendance at meetings as the Board of Directors may from time to time
determine. No such payment shall preclude any director from serving the
corporation or any of its parent or subsidiary corporations in any other
capacity and receiving compensation for such service.


                             ARTICLE 3 - Officers
                             --------------------

     3.1   Enumeration.  The officers of the corporation shall consist of a
           -----------
President, a Secretary, a Treasurer and such other officers with such other
titles as the Board of Directors shall determine, including a Chairman of the
Board, a Vice Chairman of the Board, and one or more Vice Presidents, Assistant
Treasurers and Assistant Secretaries. The Board of Directors may appoint such
other officers as it may deem appropriate.

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

     3.3   Qualification.  No officer need be a stockholder.  Any two or more
           -------------
offices may be held by the same person.

     3.4   Tenure.  Except as otherwise provided by law, by the Certificate of
           ------
Incorporation or by these By-laws, each officer shall hold office until his
successor is elected and qualified, unless a different term is specified in the
vote choosing or appointing him, or until his earlier death, resignation or
removal.

     3.5   Resignation and Removal.  Any officer may resign by delivering his
           -----------------------
written resignation to the corporation at its principal office or to the
President or Secretary.  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.

                                       9
<PAGE>

     Any officer may be removed at any time, with or without cause, by vote of a
majority of the entire number of directors then in office.

     Except as the Board of Directors may otherwise determine, no officer who
resigns or is removed shall have any right to any compensation as an officer for
any period following his resignation or removal, or any right to damages on
account of such removal, whether his compensation be by the month or by the year
or otherwise, unless such compensation is expressly provided in a duly
authorized written agreement with the corporation.

     3.6  Vacancies.  The Board of Directors may fill any vacancy occurring in
          ---------
any office for any reason and may, in its discretion, leave unfilled for such
period as it may determine any offices other than those of President, Treasurer
and Secretary.  Each such successor shall hold office for the unexpired term of
his predecessor and until his successor is elected and qualified, or until his
earlier death, resignation or removal.

     3.7  Chairman of the Board and Vice Chairman of the Board.  The Board of
          ----------------------------------------------------
Directors may appoint a Chairman of the Board.  If the Board of Directors
appoints a Chairman of the Board, he shall perform such duties and possess such
powers as are assigned to him by the Board of Directors.  If the Board of
Directors appoints a Vice Chairman of the Board, he shall, in the absence or
disability of the Chairman of the Board, perform the duties and exercise the
powers of the Chairman of the Board and shall perform such other duties and
possess such other powers as may from time to time be vested in him by the Board
of Directors.

     3.8  President.  The President shall, subject to the direction of the Board
          ---------
of Directors, have general charge and supervision of the business of the
corporation. Unless otherwise provided by the Board of Directors, he shall
preside at all meetings of the stockholders, if he is a director, at all
meetings of the Board of Directors. Unless the Board of Directors has designated
the Chairman of the Board or another officer as Chief Executive Officer, the
President shall be the Chief Executive Officer of the corporation. The President
shall perform such other duties and shall have such other powers as the Board of
Directors may from time to time prescribe.

     3.9  Vice Presidents.  Any Vice President shall perform such duties and
          ---------------
possess such powers as the Board of Directors or the President may from time to
time prescribe. In the event of the absence, inability or refusal to act of the
President, the Vice President (or if there shall be more than one, the Vice
Presidents in the order determined by the Board of Directors) shall perform the
duties of the President and when so performing shall have all the powers of and
be subject to all the restrictions upon the President. The Board of Directors
may assign to any Vice President the title of Executive Vice President, Senior
Vice President or any other title selected by the Board of Directors.

                                       10
<PAGE>

     3.10  Secretary and Assistant Secretaries.  The Secretary shall perform
           -----------------------------------
such duties and shall have such powers as the Board of Directors or the
President may from time to time prescribe. In addition, the Secretary shall
perform such duties and have such powers as are incident to the office of the
secretary, including without limitation the duty and power to give notices of
all meetings of stockholders and special meetings of the Board of Directors, to
attend all meetings of stockholders and the Board of Directors and keep a record
of the proceedings, to maintain a stock ledger and prepare lists of stockholders
and their addresses as required, to be custodian of corporate records and the
corporate seal and to affix and attest to the same on documents.

     Any Assistant Secretary shall perform such duties and possess such powers
as the Board of Directors, the President or the Secretary may from time to time
prescribe. In the event of the absence, inability or refusal to act of the
Secretary, the Assistant Secretary (or if there shall be more than one, the
Assistant Secretaries in the order determined by the Board of Directors) shall
perform the duties and exercise the powers of the Secretary.

     In the absence of the Secretary or any Assistant Secretary at any meeting
of stockholders or directors, the person presiding at the meeting shall
designate a temporary secretary to keep a record of the meeting.

     3.11  Treasurer and Assistant Treasurers.  The Treasurer shall perform
           ----------------------------------
such duties and shall have such powers as may from time to time be assigned to
him by the Board of Directors or the President.  In addition, the Treasurer
shall perform such duties and have such powers as are incident to the office of
treasurer, including without limitation the duty and power to keep and be
responsible for all funds and securities of the corporation, to deposit funds of
the corporation in depositories selected in accordance with these By-laws, to
disburse such funds as ordered by the Board of Directors, to make proper
accounts of such funds, and to render as required by the Board of Directors
statements of all such transactions and of the financial condition of the
corporation.

     The Assistant Treasurers shall perform such duties and possess such powers
as the Board of Directors, the President or the Treasurer may from time to time
prescribe. In the event of the absence, inability or refusal to act of the
Treasurer, the Assistant Treasurer (or if there shall be more than one, the
Assistant Treasurers in the order determined by the Board of Directors) shall
perform the duties and exercise the powers of the Treasurer.

     3.12  Salaries.  Officers of the corporation shall be entitled to such
           --------
salaries, compensation or reimbursement as shall be fixed or allowed from time
to time by the Board of Directors.

                                       11
<PAGE>

                           ARTICLE 4 - Capital Stock
                           -------------------------

     4.1  Issuance of Stock.  Unless otherwise voted by the stockholders and
          -----------------
subject to the provisions of the Certificate of Incorporation, the whole or any
part of any unissued balance of the authorized capital stock of the corporation
or the whole or any part of any unissued balance of the authorized capital stock
of the corporation held in its treasury may be issued, sold, transferred or
otherwise disposed of by vote of the Board of Directors in such manner, for such
consideration and on such terms as the Board of Directors may determine.

     4.2  Certificates of Stock.  Every holder of stock of the corporation shall
          ---------------------
be entitled to have a certificate, in such form as may be prescribed by law and
by the Board of Directors, certifying the number and class of shares owned by
him in the corporation.  Each such certificate shall be signed by, or in the
name of the corporation by, the Chairman or Vice Chairman, if any, of the Board
of Directors, or the President or a Vice President, and the Treasurer or an
Assistant Treasurer, or the Secretary or an Assistant Secretary of the
corporation.  Any or all of the signatures on the certificate may be a
facsimile.

     Each certificate for shares of stock which are subject to any restriction
on transfer pursuant to the Certificate of Incorporation, the By-laws,
applicable securities laws or any agreement among any number of stockholders or
among such holders and the corporation shall have conspicuously noted on the
face or back of the certificate either the full text of the restriction or a
statement of the existence of such restriction.

     4.3  Transfers.  Except as otherwise established by rules and regulations
          ---------
adopted by the Board of Directors, and subject to applicable law, 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 representing such shares
properly endorsed or accompanied by a written assignment or power of attorney
properly executed, and with such proof of authority or the authenticity of
signature as the corporation or its transfer agent may reasonably require.
Except as may be otherwise required by law, by the Certificate of Incorporation
or by these By-laws, the corporation shall be entitled to treat the record
holder 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
to such stock, 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.

     4.4  Lost, Stolen or Destroyed Certificates.  The corporation may issue a
          --------------------------------------
new certificate of stock in place of any previously issued certificate alleged
to have been lost, stolen or destroyed, upon such terms and conditions as the
Board of Directors may prescribe, including the presentation of reasonable
evidence of such loss, theft or

                                       12
<PAGE>

destruction and the giving of such indemnity as the Board of Directors may
require for the protection of the corporation or any transfer agent or
registrar.

     4.5  Record Date.  The Board of Directors may fix in advance a date as a
          -----------
record date for the determination of the stockholders entitled to notice of or
to vote at any meeting of stockholders, or entitled to receive payment of any
dividend or other distribution or allotment of any rights in respect of any
change, conversion or exchange of stock, or for the purpose of any other lawful
action. Such record date shall not be more than 60 nor less than 10 days before
the date of such meeting, nor more than 60 days prior to any other action to
which such record date relates.

     If no record date is fixed, 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 before the day on which notice is given, or, if
notice is waived, at the close of business on the day before the day on which
the meeting is held. 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 to such purpose.

     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.


                        ARTICLE 5 - General Provisions
                        ------------------------------


     5.1  Fiscal Year.  Except as from time to time otherwise designated by the
          -----------
Board of Directors, the fiscal year of the corporation shall begin on the first
day of January in each year and end on the last day of December in each year.

     5.2  Corporate Seal.  The corporate seal shall be in such form as shall be
          --------------
approved by the Board of Directors.

     5.3  Waiver of Notice.  Whenever any notice whatsoever is required to be
          ----------------
given by law, by the Certificate of Incorporation or by these By-laws, a waiver
of such notice either in writing signed by the person entitled to such notice or
such person's duly authorized attorney, or by telegraph, cable or any other
available method, whether before, at or after the time stated in such waiver, or
the appearance of such person or persons at such meeting in person or by proxy,
shall be deemed equivalent to such notice.

     5.4  Voting of Securities.  Except as the directors may otherwise
          --------------------
designate, the President or Treasurer may waive notice of, and act as, or
appoint any person or persons

                                       13
<PAGE>

to act as, proxy or attorney-in-fact for this corporation (with or without power
of substitution) at, any meeting of stockholders or shareholders of any other
corporation or organization, the securities of which may be held by this
corporation.

     5.5  Evidence of Authority.  A certificate by the Secretary, or an
          ---------------------
Assistant Secretary, or a temporary Secretary, as to any action taken by the
stockholders, directors, a committee or any officer or representative of the
corporation shall as to all persons who rely on the certificate in good faith be
conclusive evidence of such action.

     5.6  Certificate of Incorporation.  All references in these By-laws to the
          ----------------------------
Certificate of Incorporation shall be deemed to refer to the Certificate of
Incorporation of the corporation, as amended and in effect from time to time.

     5.7  Transactions with Interested Parties.  No contract or transaction
          ------------------------------------
between the corporation and one or more of the directors or officers, or between
the corporation and any other corporation, partnership, association or other
organization in which one or more of the directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or a committee of the
Board of Directors which authorizes the contract or transaction or solely
because his or their votes are counted for such purpose, if:

          (1)  The material facts as to his relationship or interest and as to
     the contract or transaction are disclosed or are known to the Board of
     Directors or the committee, and the Board or committee in good faith
     authorizes the contract or transaction by the affirmative votes of a
     majority of the disinterested directors, even though the disinterested
     directors be less than a quorum;

          (2)  The material facts as to his relationship or interest and as to
     the contract or transaction are disclosed or are known to the stockholders
     entitled to vote thereon, and the contract or transaction is specifically
     approved in good faith by vote of the stockholders; or

          (3)  The contract or transaction is fair as to the corporation as of
     the time it is authorized, approved or ratified, by the Board of Directors,
     a committee of the Board of Directors, or the stockholders.

     Common or interested directors may be counted in determining the presence
of a quorum at a meeting of the Board of Directors or of a committee which
authorizes the contract or transaction.

     5.8  Severability.  Any determination that any provision of these By-laws
          ------------
is for any reason inapplicable, illegal or ineffective shall not affect or
invalidate any other provision of these By-laws.

                                       14
<PAGE>

     5.9  Pronouns.  All pronouns used in these By-laws shall be deemed to refer
          --------
to the masculine, feminine or neuter, singular or plural, as the identity of the
person or persons may require.


                            ARTICLE 6 - Amendments
                            ----------------------


     6.1  By the Board of Directors.  These By-laws may be altered, amended or
          -------------------------
repealed or new by-laws may be adopted by the affirmative vote of a majority of
the directors present at any regular or special meeting of the Board of
Directors at which a quorum is present.

     6.2  By the Stockholders.  Except as otherwise provided in Section 6.3,
          -------------------
these By-laws may be altered, amended or repealed or new by-laws may be adopted
by the affirmative vote of the holders of a majority of the shares of the
capital stock of the corporation issued and outstanding and entitled to vote at
any regular or special meeting of stockholders, provided notice of such
alteration, amendment, repeal or adoption of new by-laws shall have been stated
in the notice of such regular or special meeting.

     6.3  Certain Provisions.  Notwithstanding any other provision of law, the
          ------------------
Certificate of Incorporation or these By-laws, and notwithstanding the fact that
a lesser percentage may be specified by law, after the closing of an IPO, the
affirmative vote of the holders of at least seventy-five percent (75%) of the
shares of the capital stock of the corporation issued and outstanding and
entitled to vote shall be required to amend or repeal, or to adopt any provision
inconsistent with Section 1.3 (Special Meetings), Section 1.10 (Nomination of
Directors), Section 1.11 (Notice of Business at Annual Meetings), Section 1.12
(Action Without Meeting), Section 1.13 (Organization), Article 2 (Directors) or
Article 6 (Amendments) of these By-laws.

                                       15