<PAGE>

                                                                     EXHIBIT 3.2

                         AMENDED AND RESTATED BY-LAWS
                         ----------------------------

                      TELAXIS COMMUNICATIONS CORPORATION


                                   ARTICLE I

                                 STOCKHOLDERS
                                 ------------


     1.   Place of Meetings.  All meetings of stockholders shall be held at such
          -----------------
date, time and place, either within or outside of Massachusetts, as may be
designated by the Directors from time to time.

     2.   Annual Meetings.  The annual meeting of stockholders shall be held on
          ---------------
the second Monday in May in each year (or if that be a legal holiday in the
place where the meeting is to be held, on the next succeeding full business day)
at 10:00 o'clock a.m., unless a different hour and date (which date shall be
within six months after the end of the fiscal year of the corporation) is fixed
by the Directors or the President and stated in the notice of the meeting.  The
purposes for which the annual meeting is to be held, in addition to those
prescribed by law, by the Articles of Organization or by these By-laws, may be
specified by the Directors or the President. If no annual meeting is held in
accordance with the foregoing provisions, a special meeting may be held in lieu
thereof and any action taken at such meeting shall have the same effect as if
taken at the annual meeting.

     3.   Special Meetings.  Special meetings of stockholders may be called by
          ----------------
the President or by the Directors.  Upon written application of one or more
stockholders who hold at least thirty (30%) percent of the capital stock
entitled to vote at the meeting, special meetings shall be called by the Clerk,
or in the case of the death, absence, incapacity or refusal of the Clerk, by any
other officer. The call for the meeting shall state the place, date, hour and
purposes of the meeting. Business transacted at any special meeting of the
stockholders shall be limited to matters relating to the purpose or purposes
stated in the notice of meeting.

     4.   Notice of Meetings.  A written notice of every meeting of
          ------------------
stockholders, stating the place, date and hour thereof and the purposes for
which the meeting is to be held, shall be given by the Clerk or other person
calling the meeting at least seven (7) days before the meeting to each
stockholder entitled to vote thereat and to each stockholder who, by law, by the
Articles of Organization or by these By-laws, is entitled to such notice, by
leaving such notice with him or at his residence or usual place of business, or
by mailing it postage prepaid and addressed to him at his address as it appears
upon the books of the corporation. Whenever any notice is required to be given
to a stockholder by law, by the Articles of Organization or by these By-laws, no
such notice need be given if a written waiver of notice, executed before or
after the meeting by the stockholder or his attorney thereunto duly authorized,
is filed with the records of the meeting.
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     5.   Quorum.  Unless the Articles of Organization otherwise provide, a
          ------
majority in interest of all stock issued, outstanding and entitled to vote on
any matter shall constitute a quorum with respect to that matter; except that if
two or more classes of stock are outstanding and entitled to vote as separate
classes, then in the case of each such class a quorum shall consist of a
majority in interest of the stock of that class issued, outstanding and entitled
to vote.

     6.   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 vote of the holders of a majority of the stock
present or represented at the meeting, although less than a quorum, or by any
officer entitled to preside or to act as Clerk of such meeting, if no
stockholder is present or represented. It shall not be necessary to notify any
stockholder of any adjournment. Any business which could have been transacted
at any meeting of the stockholders as originally called may be transacted at any
adjournment thereof.

     7.   Voting and Proxies.  Each stockholder shall have one vote for each
          ------------------
share of stock entitled to vote held by him of record according to the records
of the corporation, and a proportionate vote for a fractional share so held by
him, unless otherwise provided by the Articles of Organization. Stockholders
may vote either in person or by written proxy dated not more than six (6) months
before the meeting named therein; provided, that a proxy coupled with an
interest sufficient in law to support an irrevocable power, including, without
limitation, an interest in the shares or in the corporation generally, may be
made irrevocable if it so provides, need not specify the meeting to which it
relates, and shall be valid and enforceable until the interest terminates, or
for such shorter period as may be specified in the proxy. Proxies shall be
filed with the Clerk of the meeting or of any adjournment thereof before being
voted. Except as otherwise stated therein, proxies shall entitle the persons
named therein to vote at any adjournment of such meeting but shall not be valid
after final adjournment of such meeting. A proxy with respect to stock held in
the name of two or more persons shall be valid if executed by one of them
unless, at or prior to exercise of the proxy, the corporation receives a
specific written notice to the contrary from any one of them. A proxy purported
to be executed by or on behalf of a stockholder shall be deemed valid unless
challenged at or prior to its exercise.

     8.   Action at Meeting.  When a quorum is present, 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), except where a larger vote
is required by law, by the Articles of Organization or by these By-laws, shall
decide any matter to be voted on by the stockholders. Any election by
stockholders shall be determined by a plurality of the votes cast by the
stockholders entitled to vote at the election. No ballot shall be required for
such election unless requested by a stockholder present or represented at the
meeting and entitled to vote in the election. The corporation shall not
directly or indirectly vote any shares of its stock other than shares held
directly or indirectly by it in a fiduciary capacity.

     9.   Inspectors of Election.  The Board of Directors, in advance of any
          ----------------------
meeting of stockholders, may appoint one or more inspectors to act at the
meeting or any adjournment thereof. If inspectors are not so appointed, the
person presiding at the meeting may, and on the

                                       2
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request of any stockholder entitled to vote thereat shall, appoint one or more
inspectors. If one or more inspectors are not so appointed, then the presiding
officer shall act as the inspector of the election. In case any person appointed
fails to appear or act, the vacancy may be filled by appointment made by the
Board in advance of the meeting or at the meeting by the person presiding
thereat. Each inspector, before entering upon the discharge of his duties, shall
take and sign an oath faithfully to execute the duties of inspector at such
meeting with strict impartiality and according to the best of his ability. No
director or officer of the corporation shall be eligible to act as an inspector
of an election of directors of the corporation.

          The inspectors shall determine the number of shares outstanding and
the voting power of each, the shares represented at the meeting, the existence
of a quorum, the validity and effect of proxies, and shall receive votes,
ballots or consents, hear and determine all challenges and questions arising in
connection with the right to vote, count and tabulate all votes, ballots or
consents, determine the result, and do such acts as are proper to conduct the
election or vote with fairness to all stockholders. On request of the person
presiding at the meeting or any stockholder entitled to vote thereat, the
inspectors shall make a report in writing of any challenge, question or matter
determined by them and execute a certificate of any fact found by them.

     10.  Action Without Meeting.  Any action to be taken by stockholders may be
          ----------------------
taken without a meeting if all stockholders entitled to vote on the matter
consent to the action by a writing filed with the records of the meetings of
stockholders.  Such consent shall be treated for all purposes as a vote at a
meeting.

                                  ARTICLE II

                                   DIRECTORS
                                   ---------


     1.   Powers.  The business of the corporation shall be managed by a Board
          ------
of Directors who may exercise all the powers of the corporation except as
otherwise provided by law, by the Articles of Organization or by these By-laws.
In 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.   Election.  A Board of Directors consisting of seven (7) persons shall
          --------
be elected by the stockholders at the annual meeting or any special meeting in
lieu thereof.

     3.   Vacancies.  If the office of any Director becomes vacant by reason of
          ---------
death, resignation, retirement, disqualification, removal from office, or
otherwise, including by enlargement of the Board of Directors, the Board of
Directors or remaining Directors if less than a quorum may, by majority vote,
choose a successor or successors, who shall hold office for the unexpired term
in respect of which such vacancy occurred and until his successor be chosen and
qualified, or until his earlier death, resignation or removal.

                                       3
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     4.   Enlargement of the Board.  The number of the Board of Directors may be
          ------------------------
increased at any meeting of the stockholders or by a vote of the Directors then
in office.

     5.   Tenure.  The Directors shall be classified with respect to the time
          ------
for which they shall severally hold office by dividing them into three classes,
each consisting of one-third, or as equal in number as possible, of the whole
number of the Board of Directors, and all Directors shall hold office until
their successors are chosen and qualified, or until their earlier death,
resignation, or removal. At the first meeting held for election of the Board of
Directors following adoption of these By-laws, Directors of the first class
("Class I Directors") shall be elected for a term of one year; Directors of the
second class ("Class II Directors") shall be elected for a term of two years;
Directors of the third class ("Class III Directors") shall be elected for a term
of three years; and at each annual election thereafter, successors to the class
of Directors whose terms shall expire that year shall be elected to hold office
for a term of three years, so that the term of office of one class of Directors
shall expire in each year. Any Director may resign by delivering his written
resignation to the corporation at its principal office or to the President,
Clerk or Secretary, except that no Director shall resign by delivering such
resignation to himself. Such resignation shall be effective upon receipt unless
it is specified to be effective at some other time or upon the happening of some
other event.

     6.   Removal.  A Director may be removed from office for cause by vote of a
          -------
majority of the stock outstanding and entitled to vote in the election of
Directors, provided that the Directors of a class elected by a particular class
of stockholders may be removed only by the vote of the holders of a majority of
the shares of such class. A Director may be removed for cause only after
reasonable notice and opportunity to be heard before the body proposing to
remove him.

     7.   Meetings.  Regular meetings of the Directors may be held without call
          --------
or notice at such places, within or without Massachusetts, and at such times as
the Directors may from time to time determine, provided that any Director who is
absent when such determination is made shall be given notice of the
determination. A regular meeting of the Directors may be held without a call or
notice at the same place as the annual meeting of stockholders or the special
meeting held in lieu thereof, following such meeting of stockholders.

          Special meetings of the Directors may be held at any time and place,
within or without Massachusetts, designated in a call by the President,
Treasurer or two or more Directors.

     8.   Notice of Special Meetings.  Notice of all special meetings of the
          --------------------------
Directors shall be given to each Director by the Secretary, or if there be no
Secretary by the Clerk or Assistant Clerk, or in case of the death, absence,
incapacity or refusal of such persons, by the officer or one of the Directors
calling the meeting. Notice shall be given to each Director in person or by
telephone or by telegram sent to his business or home address at least forty-
eight (48) hours in advance of the meeting, or by written notice mailed to his
business or home address at least seventy-two (72) hours in advance of the
meeting. Notice need not be given to any Director if a written waiver of notice,
executed by him before or after the meeting, is filed with the records of the
meeting, or to any Director who attends the meeting without protesting prior
thereto or at its

                                       4
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commencement the lack of notice to him. A notice or waiver of notice of a
Directors' meeting need not specify the purposes of the meeting.

     9.   Quorum.  At any meeting of the Directors, a majority of the Directors
          ------
then in office shall constitute a quorum. In the event that one or more
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 total number of
Directors constitute a quorum. Less than a quorum may adjourn any meeting from
time to time without further notice.

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

     11.  Meeting by Conference.  Members of the Board or any committee
          ---------------------
designated thereby may participate in a meeting of such Board or committee by
means of a conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other at the same
time and participation by such means shall constitute presence in person at a
meeting.

     12.  Action by Consent.  Any action by the Directors may be taken without a
          -----------------
meeting if a written consent thereto is signed by all the Directors and filed
with the records of the meetings of Directors. Such consent shall be treated
for all purposes as a vote at a meeting.

     13.  Committees.  The Directors may, by vote of a majority of the Directors
          ----------
then in office, elect from their number an executive committee or other
committees and may by like vote delegate thereto some or all of their powers
except those which by law, the Articles of Organization or these By-laws, they
are prohibited from delegating. Each committee is to consist of two or more
Directors. The Board may designate one or more Directors as alternate members of
any committee, who may replace any absent or disqualified member at any meeting
of the committee. In the absence or disqualification of a member of a committee,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any such absent or disqualified member. Each such committee shall keep minutes
and make such reports as the Board of Directors may from time to time request.
Except as the Directors may otherwise determine, any such 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 may be
in the same manner as is provided by these By-laws for the Directors.

                                       5
<PAGE>

                                  ARTICLE III

                                   OFFICERS
                                   --------

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

     2.   Election.  The Chief Executive Officer, President, Treasurer and Clerk
          --------
shall be elected annually by the Directors at their first meeting following the
annual meeting of stockholders. Other officers may be appointed by the
Directors at such meeting or at any other meeting.

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

     4.   Tenure.  Except as otherwise provided by law, by the Articles of
          ------
Organization or by these By-laws, the President, Treasurer and Clerk shall hold
office until the first meeting of the Directors following the annual meeting of
stockholders or special meeting in lieu thereof and thereafter until their
successors are chosen and qualified; and all other officers shall hold office
until the first meeting of the Directors following the annual meeting of
stockholders or special meeting in lieu thereof unless a different term is
specified in the vote choosing or appointing them. Any officer may resign by
delivering his written resignation to the corporation at its principal office or
to the President, Clerk or Secretary, except that no officer shall resign by
delivering such resignation to himself, and such resignation shall be effective
upon receipt unless it is specified to be effective at some other time or upon
the happening of some other event.

     5.   Removal.  The Directors may remove any officer with or without cause
          -------
by a vote of a majority of the entire number of Directors then in office,
provided that an officer may be removed for cause only after reasonable notice
and opportunity to be heard by the Board of Directors prior to action thereon.
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, unless such compensation is expressly provided for in a duly
authorized written agreement with the corporation.

     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 Clerk. Each such successor shall hold office

                                       6
<PAGE>

for the unexpired term of his predecessor and until his successor is elected and
qualified, or until his earlier death, resignation or removal.

     7.   Chairman of the Board.  If the Directors appoint a Chairman of the
          ---------------------
Board, he shall, when present, preside at all meetings of the Directors and
shall have such other powers and duties as are usually vested in the office of
Chairman of the Board or as may be vested in him by the Board of Directors.

     8.   Chief Executive Officer.  The Chief Executive Officer shall, subject
          -----------------------
to the direction of the Directors, have general supervision and control of the
corporation's business.

     9.   President.  The President, unless designated as the Chief Executive
          ---------
Officer, shall be the Chief Operating Officer of the corporation and shall,
subject to the direction of the Directors and the Chief Executive Officer, have
general supervision and control of its business. Unless otherwise provided by
the Directors, the President shall preside, when present, at all meetings of
stockholders and of the Directors (except as provided in Section 7 of this
Article III).

     10.  Vice President.  The Vice President or, if there shall be more than
          --------------
one, the Vice Presidents in the order determined by the Directors shall, in the
absence or disability of the President, perform the duties and exercise the
powers of the President and shall perform such other duties, and shall have such
other powers, as the Directors may from time to time prescribe.

     11.  Treasurer and Assistant Treasurers.  The Treasurer shall, subject to
          ----------------------------------
the direction of the Directors, have general charge of the financial affairs of
the corporation and shall cause to be kept accurate books of account. He shall
have custody of all funds, securities and valuable documents of the corporation,
except as the Directors may otherwise provide.

          The Assistant Treasurer or, if there shall be more than one, the
Assistant Treasurers in the order determined by the Directors, shall, in the
absence or disability of the Treasurer, perform the duties and exercise the
powers of the Treasurer and shall perform such other duties and shall have such
other powers as the Directors may from time to time prescribe.

     12.  Clerk and Assistant Clerks.  The Clerk shall keep a record of the
          --------------------------
meetings of stockholders. Unless a transfer agent is appointed, the Clerk shall
keep or cause to be kept in Massachusetts at the principal office of the
corporation or at his office the stock and transfer records of the corporation
in which are contained the names of all stockholders and the record address and
the amount of stock held by each. If there is no Secretary or Assistant
Secretary, the Clerk shall keep a record of the meetings of the Directors.

          The Assistant Clerk, or if there shall be more than one, the Assistant
Clerks in the order determined by the Directors shall, in the absence or
disability of the Clerk, perform the duties and exercise the powers of the Clerk
and shall perform such other duties, and shall have such other powers, as the
Directors may from time to time prescribe.

     13.  Secretary and Assistant Secretaries.  If a Secretary is appointed, he
          -----------------------------------
shall attend all meetings of the Directors and shall keep a record of the
meetings of the Directors. He shall,

                                       7
<PAGE>

when required, notify the Directors of their meetings and shall have such other
powers, and shall perform such other duties, as the Directors may from time to
time prescribe.

          The Assistant Secretary or, if there shall be more than one, the
Assistant Secretaries in the order determined by the Directors shall, in the
absence or disability of the Secretary, perform the duties and exercise the
powers of the Secretary and shall perform such other duties, and shall have such
other powers, as the Directors may from time to time prescribe.

     14.  Other Powers and Duties.  Each officer shall, subject to these
          -----------------------
By-laws, have in addition to the duties and powers specifically set forth in
these By-laws such duties and powers as are customarily incident to his office
and such duties and powers as the Directors may from time to time designate.

                                  ARTICLE IV

                                 CAPITAL STOCK
                                 -------------


     1.   Certificates of Stock.  Each stockholder shall be entitled to a
          ---------------------
certificate of the capital stock of the corporation in such form as may be
prescribed from time to time by the Directors. The certificate shall be signed
by the President or a Vice President, and by the Treasurer or an Assistant
Treasurer, but when a certificate is countersigned by a transfer agent or a
registrar, other than a Director, officer or employee of the corporation, such
signatures may be facsimiles. In case any officer who has signed or whose
facsimile signature has been placed on such certificate shall have ceased to be
such officer before such certificate is issued, it may be issued by the
corporation with the same effect as if he were such officer at the time of its
issue.

          Every certificate for shares of stock which are subject to any
restriction on transfer pursuant to the Articles of Organization, the By-laws or
any agreement to which the corporation is a party, 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 restrictions and a statement
that the corporation will furnish a copy thereof to the holder of such
certificate upon written request and without charge. Every certificate issued
when the corporation is authorized to issue more than one class or series of
stock shall set forth on its face or back either the full text of the
preferences, voting powers, qualifications and special and relative rights of
the shares of each class and series authorized to be issued, or a statement of
the existence of such preferences, powers, qualifications and rights, and a
statement that the corporation will furnish a copy thereof to the holder of such
certificate upon written request and without charge.

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

                                       8
<PAGE>

Articles of Organization 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 thereto, regardless of any transfer, pledge or other disposition of
such stock, until the shares have been transferred on the books of the
corporation in accordance with the requirements of these By-laws. It shall be
the duty of each stockholder to notify the corporation of his post office
address and of his taxpayer identification number.

     3.   Record Date.  The Directors may fix in advance a time not more than
          -----------
sixty (60) days preceding the date of any meeting of stockholders, or the date
for the payment of any dividend, or the making of any distribution to
stockholders, or the last day on which the consent or dissent of stockholders
may be effectively expressed for any purpose, as the record date for determining
the stockholders having the right to notice of and to vote at such meeting, and
any adjournment thereof, or the right to receive such dividend or distribution,
or the right to give such consent or dissent. In such case only stockholders of
record on such record date shall have such right, notwithstanding any transfer
of stock on the books of the corporation after the record date. Without fixing
such record date, the Directors may for any of such purposes close the transfer
books for all or any part of such period. If no record date is fixed, 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.

     4.   Replacement of Certificates.  In case of the alleged loss or
          ---------------------------
destruction or the mutilation of a certificate of stock, a duplicate certificate
may be issued in place thereof upon such terms as the Directors may prescribe,
including the presentation of reasonable evidence of such loss, destruction or
mutilation, and the giving of such indemnity as the Directors may require, for
the protection of the corporation or any transfer agent or registrar.

     5.   Issue of Capital Stock.  Unless otherwise voted by the stockholders,
          ----------------------
the whole or any part of any unissued balance of the authorized capital stock of
the corporation, or the whole or any part of the capital stock of the
corporation held in its treasury, may be issued or disposed of by vote of the
Directors in such manner, for such consideration, and on such terms as the
Directors may determine.

                                       9
<PAGE>

                                   ARTICLE V

                           MISCELLANEOUS PROVISIONS
                           ------------------------

     1.   Fiscal Year.  Except as from time to time otherwise determined by the
          -----------
Directors, the fiscal year of the corporation shall end on December 31.

     2.   Seal.  The seal of the corporation shall, subject to alteration by the
          ----
Directors, bear its name, the word "Massachusetts" and the year of its
incorporation.

     3.   Execution of Instruments.  All deeds, leases, transfers, contracts,
          ------------------------
bonds, notes and other obligations authorized to be executed by an officer of
the corporation in its behalf shall be signed by the President or the Treasurer,
except as the Directors may generally or in particular cases otherwise
determine.

     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 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 corporation or organization, the securities of which may be
held by the corporation (including securities of the corporation held directly
or indirectly by it in a fiduciary capacity).

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

     6.   Evidence of Authority.  A certificate by the Clerk or Secretary or
          ---------------------
Assistant Clerk or Assistant Secretary, or a temporary Clerk or temporary
Secretary, as to any action taken by the stockholders, Directors, Executive
Committee or any officer or representative of the corporation shall, as to all
persons who rely thereon in good faith, be conclusive evidence of such action.

     7.   Articles of Organization.  All references in these By-laws to the
          ------------------------
Articles of Organization shall be deemed to refer to the Articles of
Organization of the corporation as amended and in effect from time to time.

     8.   Transactions With Interested Parties.  In the absence of fraud, no
          ------------------------------------
contract or other transaction between this corporation and any other corporation
or any firm, association, partnership or person shall be affected or invalidated
by the fact that any Director or officer of this corporation is pecuniarily or
otherwise interested in, or is a Director, member or officer of,

                                       10
<PAGE>

such other corporation or of such firm, association or partnership, or is a
party to or is pecuniarily or otherwise interested in such contract or other
transaction, or is in any way connected with any person or persons, firm,
association, partnership or corporation pecuniarily or otherwise interested
therein; provided that the fact that he individually or as a Director, member or
officer of such corporation, firm, association or partnership is such a party or
is so interested shall be disclosed to or shall have been known by the Board of
Directors or a majority of such members thereof as shall be present at a meeting
of the Board of Directors at which action upon any such contract or transaction
shall be taken. Any Director may be counted in determining the existence of a
quorum and may vote at any meeting of the Board of Directors of this corporation
for the purpose of authorizing any such contract or transaction with like force
and effect as if he were not so interested, or were not a Director, member or
officer of such other corporation, firm, association or partnership; provided
that any vote with respect to such contract or transaction must be adopted by a
majority of the Directors then in office who have no interest in such contract
or transaction.

     9.   Indemnification.  Each person at any time a Director, officer,
          ---------------
employee or agent of the corporation and any person who serves at its request as
a director, officer, employee or other agent of another organization, or who
serves at its request in any capacity with respect to any employee benefit plan,
including each former Director, officer, employee or agent who was before, on or
after the date of the adoption of this By-law shall, to the extent permitted by
law and without prejudice to any other rights he might have, be entitled to be
reimbursed by the corporation for, and indemnified by the corporation against,
all judgments, fines, penalties, costs and expenses reasonably incurred by him
in connection with or arising out of any claims made, or any action, suit or
proceeding threatened or brought against him or in which he may be involved as a
party or otherwise to which he may be or become subject by reason of any action
alleged to have been taken or omitted by him as a Director, officer, employee or
agent, or in any capacity with respect to any employee benefit plan, whether or
not he continues to be a Director, officer, employee, or agent, or to serve in
any capacity with respect to any employee benefit plan, at the time of incurring
such costs and expenses, including amounts paid or incurred by him in connection
with reasonable settlements (other than amounts paid to the corporation itself)
of any claim, action, suit or proceeding. Any rights to reimbursement and
indemnification granted under this section to any such Director, officer,
employee or agent shall extend to his heirs, executors, and administrators. No
such reimbursement or indemnification shall be provided for any person with
respect to any matter as to which he shall have been adjudicated in any
proceeding not to have acted in good faith in the reasonable belief that his
action was in the best interests of the corporation, or to the extent that such
matter relates to service with respect to an employee benefit plan, in the best
interests of the participants or beneficiaries of such employee benefit plan.
Reimbursement or indemnification hereunder may, in the discretion of the Board
of Directors, include payments by the corporation of costs and expenses incurred
in defending a civil or criminal action or proceeding in advance of the final
disposition of such action or proceeding upon receipt of an undertaking by the
person indemnified to repay such payment if he shall be adjudicated to be not
entitled to indemnification hereunder, which undertaking may be accepted without
reference to the financial ability of such person to make repayment. Nothing
herein contained is intended to, or shall, prevent a settlement by the
corporation prior to final adjudication of any claim, including claims for
reimbursement or indemnification under this By-

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<PAGE>

law, against the corporation when such settlement appears to be in the interest
of the corporation. Each such person shall, by reason of his continuing such
service or accepting such election or employment, have the right to be
reimbursed and indemnified by the corporation, as above set forth with the same
force and effect as if the corporation, to induce him to continue so to serve or
to accept such election or employment, specifically agreed in writing to
reimburse and indemnify him in accordance with the foregoing provisions of this
section. No Director or officer of the corporation shall be liable to anyone for
making any determination as to the existence or absence of liability of the
corporation hereunder or for making or refusing to make any payment hereunder in
reliance upon advice of counsel.

     10.  Amendments.  These By-laws may be amended or repealed and new by-laws
          ----------
adopted either (a) by the stockholders at any regular or special meeting of the
stockholders by the affirmative vote of the holders of at least seventy-five
percent (75%) in interest of the capital stock then outstanding and then
entitled to vote, provided that notice of the proposed amendment or repeal and
adoption stating the change or the substance thereof shall have been given in
the notice of such meeting or in the waiver of notice with respect to such
meeting, or (b) by vote of a majority of the Board of Directors then in office,
provided that (i) the Board of Directors may not amend or repeal any provision
of these By-laws which by law, by the Articles of Organization or by these
By-laws requires action by the stockholders, (ii) not later than the time of
giving notice of the meeting of stockholders next following the amendment or
repeal of these By-laws and adoption of new by-laws by the Board of Directors,
notice thereof stating the change or the substance of such change shall be given
to all stockholders entitled to vote on amending these By-laws, and (iii) any
amendment or repeal of these By-laws by the Board of Directors and any by-law
adopted by the Board of Directors may be amended or repealed by the
stockholders.

     11.  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.

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

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