<PAGE>
 
                                                                     EXHIBIT 3.4

 
                                    BYLAWS

                                      OF

                            LASER TECHNOLOGY, INC.


                            As of January 17, 1997
<PAGE>
 
                                INDEX TO BYLAWS
                                      OF
                            LASER TECHNOLOGY, INC.

<TABLE>
<CAPTION>
                                                                             Page
                                                                             ----
<S>             <C>                                                          <C>
ARTICLE I       Offices........................................................ 1
Section 1.01    Business Offices............................................... 1
Section 1.02    Registered Office.............................................. 1

ARTICLE II      Stockholders................................................... 1
Section 2.01    Annual Meeting................................................. 1
Section 2.02    Special Meetings............................................... 1
Section 2.03    Place of Meeting............................................... 1
Section 2.04    Notice of Meetings............................................. 2
Section 2.05    Fixing Date for Determination of Stockholders of Record........ 2
Section 2.06    Voting List.................................................... 2
Section 2.07    Proxies........................................................ 3
Section 2.08    Quorum and Manner of Acting.................................... 3
Section 2.09    Voting of Shares............................................... 3
Section 2.10    Voting of Shares by Certain Holders............................ 3
                (a)  Fiduciaries; Pledgors..................................... 3
                (b)  Joint Owners.............................................. 3
Section 2.11    Stockholder Proposals at Annual Meetings....................... 4
Section 2.12    Nominations of Persons for Election to the Board of Directors.. 4

ARTICLE III     Board of Directors............................................. 5
Section 3.01    General Powers................................................. 5
Section 3.02    Number, Tenure and Qualifications.............................. 5
Section 3.03    Resignation.................................................... 5
Section 3.04    Vacancies...................................................... 6
Section 3.05    Regular Meetings............................................... 6
Section 3.06    Special Meetings............................................... 6
Section 3.07    Meetings by Telephone.......................................... 6
Section 3.08    Notice of Meetings............................................. 6
Section 3.09    Quorum and Manner of Acting.................................... 7
Section 3.10    Action Without a Meeting....................................... 7
Section 3.11    Committees..................................................... 7
Section 3.12    Compensation................................................... 8

ARTICLE IV      Officers....................................................... 8
Section 4.01    Number and Qualifications...................................... 8
Section 4.02    Election and Term of Office.................................... 8
Section 4.03    Compensation................................................... 8
</TABLE> 
<PAGE>
 
<TABLE>
<CAPTION>
                                                                             Page
                                                                             ----
<S>             <C>                                                          <C>
Section 4.04    Resignation.................................................... 8
Section 4.05    Removal........................................................ 9
Section 4.06    Vacancies...................................................... 9
Section 4.07    Authority and Duties........................................... 9
                (a)  Chairman of the Board..................................... 9
                (b)  Chief Executive Officer................................... 9
                (c)  President................................................. 9
                (d)  Vice-President............................................10
                (e)  Chief Financial Officer; Treasurer........................10
                (f)  Secretary.................................................10
Section 4.08    Surety Bonds...................................................10

ARTICLE V       Stock..........................................................11
Section 5.01    Issuance of Shares.............................................11
Section 5.02    Stock Certificates; Uncertificated Shares......................11
Section 5.03    Payment for Shares.............................................11
Section 5.04    Lost Certificates..............................................11
Section 5.05    Transfer of Shares.............................................12
Section 5.06    Registered Holders.............................................12
Section 5.07    Transfer Agents, Registrars and Paying Agents..................12

ARTICLE VI      Indemnification................................................12
Section 6.01    Definitions....................................................12
                (a)  Code......................................................12
                (b)  Corporation...............................................12
                (c)  Expenses..................................................13
                (d)  Liability.................................................13
                (e)  Party.....................................................13
                (f)  Proceeding................................................13
Section 6.02    Right to Indemnification.......................................13
Section 6.03    Advancement of Expenses........................................13
Section 6.04    Burden of Proof................................................13
Section 6.05    Notification and Defense of Claim..............................14
Section 6.06    Enforcement....................................................14
Section 6.07    Proceedings by a Party.........................................15
Section 6.08    Subrogation....................................................15
Section 6.09    Other Payments.................................................15
Section 6.10    Insurance......................................................15
Section 6.11    Other Rights and Remedies......................................15
Section 6.12    Applicability; Effect..........................................16
Section 6.13    Severability...................................................16
</TABLE> 
<PAGE>
 
<TABLE>
<CAPTION>
                                                                             Page
                                                                             ----
<S>             <C>                                                          <C>
ARTICLE VII     Miscellaneous..................................................16
Section 7.01    Waivers of Notice..............................................16
Section 7.02    Presumption of Assent..........................................16
Section 7.03    Voting of Securities by the Corporation........................17
Section 7.04    Seal...........................................................17
Section 7.05    Fiscal Year....................................................17
Section 7.06    Amendments.....................................................17
</TABLE>
<PAGE>
 
                                    BYLAWS

                                      OF

                            LASER TECHNOLOGY, INC.


                                   ARTICLE I

                                    Offices

      Section 1.01  Business Offices.  The corporation may have such offices,
                    ----------------                                         
either within or outside Delaware, as the board of directors may from time to
time determine or as the business of the corporation may require.

      Section 1.02  Registered Office.  The registered office of the corporation
                    -----------------                                           
required by the Delaware General Corporation Law to be maintained in Delaware
shall be as set forth in the certificate of incorporation, unless changed as
provided by law.


                                  ARTICLE II

                                 Stockholders

      Section 2.01  Annual Meeting.  An annual meeting of the stockholders shall
                    --------------                                              
be held on the first Monday in February in each year, or on such other date as
may be determined by the board of directors, for the purpose of electing
directors and for the transaction of such other business as may come before the
meeting.  If the day fixed for the annual meeting shall be a legal holiday, such
meeting shall be held on the next succeeding business day.  If the election of
directors shall not be held on the day designated herein for any annual meeting
of the stockholders, or at any adjournment thereof, the board of directors shall
cause the election to be held at a meeting of the stockholders as soon
thereafter as conveniently may be.  Failure to hold an annual meeting as
required by these bylaws shall not invalidate any action taken by the board of
directors or officers of the corporation.

      Section 2.02  Special Meetings.  Special meetings of the stockholders, for
                    ----------------                                            
any purpose or purposes, may be called only by the Chairman of the Board or the
board of directors pursuant to a resolution approved by the affirmative vote of
a majority of directors then in office.

      Section 2.03  Place of Meeting.  Each meeting of the stockholders shall be
                    ----------------                                            
held at such place, either within or outside Delaware, as may be designated in
the notice of meeting, or, if no place is designated in the notice, at the
principal office of the corporation.
<PAGE>
 
      Section 2.04  Notice of Meetings.  Except as otherwise required by law,
                    ------------------                                       
written notice of each meeting of the stockholders stating the place, day and
hour of the meeting and, in the case of a special meeting, the purpose or
purposes for which the meeting is called, shall be given, either personally
(including delivery by private courier) or by first class, certified or
registered mail, to each stockholder of record entitled to notice of such
meeting, not less than ten nor more than 60 days before the date of the meeting.
Such notice shall be deemed to be given, if personally delivered, when delivered
to the stockholder, and, if mailed, when deposited in the United States mail,
postage prepaid, directed to the stockholder at his address as it appears on the
records of the corporation, but if notice of two consecutive annual meetings and
all notices of meetings of or the taking of action by written consent without a
meeting to any stockholder during the period between such two consecutive annual
meetings, or all, and at least two, payments (if sent by first class mail) of
dividends or interest on securities during a 12-month period, have been mailed
addressed to such person at his address as shown on the records of the
corporation and have been returned undeliverable, the giving of such notice to
such person shall not be required until another address for such person is
delivered to the corporation.  When a meeting is adjourned to another time or
place, notice need not be given of the adjourned meeting if the time and place
thereof are announced at the meeting at which the adjournment is taken.  At the
adjourned meeting the corporation may transact any business which might have
been transacted at the original meeting.  If the adjournment is for more than 30
days, or if after the adjournment a new record date is fixed for the adjourned
meeting, notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote at the meeting in accordance with the foregoing
provisions of this Section 2.04.

      Section 2.05  Fixing Date for Determination of Stockholders of Record.
                    -------------------------------------------------------  
For the purpose of determining stockholders entitled to notice of or to vote at
any meeting of stockholders or any adjournment thereof, or entitled to receive
payment of any dividend or other distribution or allotment of any rights, or
entitled to exercise any rights in respect of any change, conversion or exchange
of stock or for any other lawful action, the board of directors may fix, in
advance, a date as the record date for any such determination of stockholders,
which date shall be not more than 60 nor less than ten days before the date of
such meeting, and not more than 60 days prior to any other action.  If no record
date is fixed then the record date shall be, for determining stockholders
entitled to notice of or to vote at a meeting of stockholders, the close of
business on the day next preceding the day on which notice is given, or, if
notice is waived, the close of business on the day next preceding the day on
which the meeting is held, or, for determining stockholders for any other
purpose, the close of business on the day on which the board of directors adopts
the resolution relating thereto.  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.

      Section 2.06  Voting List.  The officer who has charge of the stock books
                    -----------                                                
of the corporation shall prepare and make, at least ten days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
<PAGE>
 
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.

      Section 2.07  Proxies.  Each stockholder entitled to vote at a meeting of
                    -------                                                    
stockholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act for him by
proxy, but no such proxy shall be voted or acted upon after three years from its
date, unless the proxy provides for a longer period.

      Section 2.08  Quorum and Manner of Acting.  At all meetings of
                    ---------------------------                     
stockholders, the holders of a majority of the combined voting power of the
outstanding shares of common stock of the corporation entitled to vote at the
meeting, represented in person or by proxy, shall constitute a quorum.  If a
quorum is present, the affirmative vote of shares representing a majority of
voting power of shares represented at the meeting and entitled to vote on the
subject matter shall be the act of the stockholders, unless the vote of a
greater proportion or number or voting by classes is otherwise required by law,
the certificate of incorporation or these bylaws. In the absence of a quorum,
the stockholders of the Corporation present in person or by proxy and entitled
to vote, by majority vote, may adjourn the meeting from time to time in
accordance with Section 2.04, until a quorum shall be present.

      Section 2.09  Voting of Shares.  Subject to the provisions of Section
                    ----------------                                       
2.05, each stockholder entitled to vote shall have the number of votes specified
in the certificate of incorporation for each outstanding share of capital stock
held of record by such stockholder on each matter submitted to a vote of the
stockholders.   In the election of directors each record holder of stock
entitled to vote at such election shall have the right to vote the number of
shares owned by him multiplied by the number of votes per share specified in the
certificate of incorporation for as many persons as there are directors to be
elected, and for whose election he has the right to vote.  Cumulative voting
shall not be allowed.

      Section 2.10  Voting of Shares by Certain Holders.
                    ----------------------------------- 

          (a) Fiduciaries; Pledgors.  Persons holding stock in a fiduciary
              ---------------------                                       
capacity shall be entitled to vote the shares so held.  Persons whose stock is
pledged shall be entitled to vote, unless in the transfer by the pledgor on the
books of the corporation he has expressly empowered the pledgee to vote thereon,
in which case only the pledgee or his proxy may represent such shares and vote
thereon.

          (b) Joint Owners.  If shares stand of record in the names of two or
              ------------                                                   
more persons, whether fiduciaries, members of a partnership, joint tenants,
tenants in common, tenants by the entirety or otherwise, or if two or more
persons have the same fiduciary relationship respecting the same shares, unless
the secretary of the corporation is given written notice to the contrary and is
furnished with a copy of the instrument or order appointing them or creating the
relationship wherein it is so provided, their acts with respect to voting shall
have the following 
<PAGE>
 
effects: (i) if only one votes, his act binds all; (ii) if more than one votes,
the act of the majority so voting binds all; (iii) if more than one votes, but
the vote is evenly split on any particular matter, each faction may vote the
shares in question proportionally, or any person voting the shares, or a
beneficiary, if any, may apply to any court having jurisdiction to appoint an
additional person to act with the persons so voting the shares, in which case
the shares shall then be voted as determined by a majority of such persons; and
(iv) if a tenancy is held in unequal interests, a majority or even split for the
purposes of subparagraph (iii) shall be a majority or even split in interest.

      Section 2.11  Stockholder Proposals at Annual Meetings.  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 specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the board of directors,
otherwise properly brought before the meeting by or at the direction of the
board of directors or otherwise properly brought before the meeting by a
stockholder.  In addition to any other applicable requirements, for business to
be properly brought before an annual meeting by a stockholder, the stockholder
must have given timely notice thereof in writing to the secretary of the
corporation.  To be timely, a stockholder's notice must be delivered to or
mailed and received at the principal executive offices of the corporation, not
less than 30 days nor more than 60 days prior to the meeting; provided, however,
that in the event that less than 40 days' notice or prior public disclosure of
the date of the meeting is given or made to stockholders, notice by the
stockholder to be timely must be so received not later than the close of
business on the 10th day following the day on which such notice of the date of
the annual meeting was mailed or such public disclosure was made.  A
stockholder's notice to the secretary shall set forth as to each matter the
stockholder proposes to bring before the annual meeting, (i) 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, (ii) the name and record
address of the stockholder proposing such business, (iii) the class and number
of shares of the corporation that are beneficially owned by the stockholder, and
(iv) any material interest of the stockholder in such business. Notwithstanding
anything in these bylaws to the contrary, no business shall be conducted at the
annual meeting except in accordance with the procedures set forth in this
Section 2.11, provided, however, that nothing in this Section 2.11 shall be
deemed to preclude discussion by any stockholder of any business properly
brought before the annual meeting in accordance with said procedure.

      Section 2.12  Nominations of Persons for Election to the Board of
                    ---------------------------------------------------
Directors.  In addition to any other applicable requirements, only persons who
---------                                                                     
are nominated in accordance with the following procedures shall be eligible for
election as directors.  Nominations of persons for election to the board of
directors of the corporation may be made at a meeting of stockholders by or at
the direction of the board of directors, by any nominating committee or person
appointed by the board of directors or by any stockholder of the corporation
entitled to vote for the election of directors at the meeting who complies with
the notice procedures set forth in this Section 2.12. Such nominations, other
than those made by or at the direction of the board of directors, shall be made
pursuant to timely notice in writing to the secretary of the corporation.  To be
timely, a stockholder's notice shall be delivered to or mailed and received at
the principal executive offices 
<PAGE>
 
of the corporation not less than 30 days nor more than 60 days prior to the
meeting; provided, however, that in the event that less than 40 days' notice or
prior public disclosure of the date of the meeting is given or made to
stockholders, notice by the stockholder to be timely must be so received not
later than the close of business on the 10th day following the day on which such
notice of the date of the meeting was mailed or such public disclosure was made.
Such stockholder's notice shall set forth (a) as to each person whom the
stockholder proposes to nominate for election or re-election as a director, (i)
the name, age, business address and residence address of the person, (ii) the
principal occupation or employment of the person, (iii) the class and number of
shares of the corporation beneficially owned by the person, and (iv) any other
information relating to the person that is required to be disclosed in
solicitations for proxies for election of directors pursuant to Regulation 14A
under the Securities Exchange Act of 1934; and (b) as to the stockholder giving
the notice, (i) the name and record address of the stockholder, and (ii) the
class and number of shares of the corporation beneficially owned by the
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. No person shall be eligible for election as a director of the
corporation unless nominated in accordance with the procedures set forth herein.
These provisions shall not apply to nomination of any persons entitled to be
separately elected by holders of preferred stock.


                                  ARTICLE III

                              Board of Directors

      Section 3.01  General Powers.  The business and affairs of the corporation
                    --------------                                              
shall be managed by or under the direction of its board of directors, except as
otherwise provided in the Delaware General Corporation Law or the certificate of
incorporation.

      Section 3.02  Number, Tenure and Qualifications.  The number of directors
                    ---------------------------------                          
of the Corporation shall be as determined by vote of a majority of the entire
Board of Directors.  All of the directors shall be of full age.  Directors need
not be stockholders.  Except as otherwise provided by statute or these By-Laws,
the directors shall be elected at the annual meeting of the stockholders for the
election of directors at which a quorum is present, and the persons receiving a
plurality of the votes cast at such election shall be elected.  Each director
shall hold office until the next annual meeting of the stockholders and until
his successor shall have been duly elected and qualified or until his death, or
until he shall have resigned, or have been removed, as hereinafter provided in
these By-Laws, or as otherwise provided by statute or the Certificate of
Incorporation.

      Section 3.03  Resignation.  Any director may resign at any time by giving
                    -----------                                                
written notice to the corporation.  A director's resignation shall take effect
at the time specified therein; and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
<PAGE>
 
      Section 3.04  Vacancies.  Unless otherwise provided in the certificate of
                    ---------                                                  
incorporation, any vacancy or any newly created directorship resulting from any
increase in the authorized number of directors may be filled by a majority of
directors then in office, although less than a quorum, or by the affirmative
vote of two directors if there are only two directors remaining, or by a sole
remaining director, or by the stockholders if there are no directors remaining.
A director so chosen shall hold office until the next succeeding annual meeting
of the stockholders and until his successor is duly elected and qualified,
unless sooner displaced.  When one or more directors shall resign from the
board, effective at a future date, a majority of the directors then in office,
including those who have so resigned, shall have the power to fill such vacancy
or vacancies, the vote thereon to take effect when such resignation or
resignations shall become effective, and each director so chosen shall hold
office as provided in this Section for the filling of other vacancies.

      Section 3.05  Regular Meetings.  A regular meeting of the board of
                    ----------------                                    
directors shall be held immediately after and at the same place as the annual
meeting of stockholders, or as soon thereafter as conveniently may be, at the
time and place, either within or without Delaware, determined by the board, for
the purpose of electing officers and for the transaction of such other business
as may come before the meeting.  Failure to hold such a meeting, however, shall
not invalidate any action taken by any officer then or thereafter in office.
The board of directors may provide by resolution the time and place, either
within or outside Delaware, for the holding of additional regular meetings
without other notice than such resolution.

      Section 3.06  Special Meetings.  Special meetings of the board of
                    ----------------                                   
directors may be called by or at the request of the chairman of the board or any
other two directors.  The persons authorized to call special meetings of the
board of directors may fix any convenient place, either within or outside
Delaware, as the place for holding any special meeting of the board of directors
called.

      Section 3.07  Meetings by Telephone.  Members of the board of directors
                    ---------------------                                    
may participate in a meeting of such board by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and such participation in a meeting in such
manner shall constitute presence in person at the meeting.

      Section 3.08  Notice of Meetings.  Notice of each meeting of the board of
                    ------------------                                         
directors (except those regular meetings for which notice is not required)
stating the place, day and hour of the meeting shall be given to each director
at least five days prior thereto by the mailing of written notice by first
class, certified or registered mail, or at least two days prior thereto by
personal delivery (including delivery by private courier) of written notice or
by telephone, telegram, telex, facsimile, cablegram or other similar method,
except that in the case of a meeting to be held pursuant to Section 3.07 notice
may be given by telephone one day prior thereto.  The method of notice need not
be the same to each director.  Notice shall be deemed to be given when deposited
in the United States mail, with postage thereon prepaid, addressed to the
director at his business or residence address, when delivered or communicated to
the director or when the telegram, telex, cablegram or other form of notice is
personally delivered to the director or 
<PAGE>
 
delivered to the last address of the director furnished by him to the
corporation for such purpose. Neither the business to be transacted at nor the
purpose of any meeting of the board of directors need be specified in the notice
or waiver of notice of such meeting.

      Section 3.09  Quorum and Manner of Acting.  Except as otherwise may be
                    ---------------------------                             
required by law, the certificate of incorporation or these bylaws, a majority of
the number of directors fixed in accordance with these bylaws, present in
person, shall constitute a quorum for the transaction of business at any meeting
of the board of directors, and the vote of a majority of the directors present
at a meeting at which a quorum is present shall be the act of the board of
directors.  If less than a quorum is present at a meeting, 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.  No director may
vote or act by proxy or power of attorney at any meeting of the board of
directors.

      Section 3.10  Action Without a Meeting.  Any action required or permitted
                    ------------------------                                   
to be taken at any meeting of the board of directors may be taken without a
meeting, without prior notice and without a vote, if all members of the board
consent thereto in writing and the writing or writings are filed with the
minutes of the proceedings of the board.

      Section 3.11  Committees.  The board of directors, by resolution adopted
                    ----------                                                
by a majority of the whole board, 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 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.  Any such committee, to the extent
provided in the resolution of the board of directors, shall have and may
exercise all the powers and authority of the board of directors in the
management of the business and affairs of the corporation, and may authorize the
seal of the corporation to be affixed to all papers which may require it; but no
such committee shall have the power or authority in reference to (a) amending
the certificate of incorporation (except as permitted by the Delaware General
Corporation Law with respect to fixing the terms and conditions of series of
stock); (b) adopting an agreement of merger or consolidation; (c) recommending
to the stockholders the sale, lease or exchange of all or substantially all of
the corporation's property and assets; (d) recommending to the stockholders a
dissolution of the corporation or a revocation of a dissolution; (e) amending
the bylaws of the corporation; and (f) unless the resolution of the board
expressly so provides, declaring a dividend or authorizing the issuance of
stock.  The delegation of authority to any committee shall not operate to
relieve the board of directors or any member of the board from any
responsibility imposed by law.  Subject to the foregoing, the board of directors
may provide such powers, limitations and procedures for such committees as the
board deems advisable.  To the extent the board of directors does not establish
other procedures, each committee shall be governed by the procedures set forth
in Sections 3.06 (except as they relate to an annual meeting), 3.07 through 3.11
and 7.01 and 7.02 as if the committee were the board of directors.  Each
committee shall keep regular minutes of its meetings, which shall be reported to
<PAGE>
 
the board of directors when required and submitted to the secretary of the
corporation for inclusion in the corporate records.

      Section 3.12  Compensation.  Unless otherwise restricted by the
                    ------------                                     
certificate of incorporation, the board of directors shall have the authority to
fix the compensation of directors. The directors may be paid their expenses, if
any, of attendance at each meeting of the board of directors and each meeting of
any committee of the board of which he is a member and may be paid a fixed sum
for attendance at each such meeting or a stated salary or both a fixed sum and a
stated salary.  No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor.


                                  ARTICLE IV

                                   Officers

      Section 4.01  Number and Qualifications.  The officers of the corporation
                    -------------------------                                  
shall consist of a chairman of the board, chief executive officer, a president
and one or more vice-presidents, a secretary and such other officers, including
a vice-chairman or vice-chairmen of the board, chief financial officer, a
treasurer and a controller, as may from time to time be elected or appointed by
the board.  In addition, the board of directors or the chief executive officer
may elect or appoint such assistant and other subordinate officers including
assistant vice-presidents, assistant secretaries and assistant treasurers, as it
or he shall deem necessary or appropriate.  Any number of offices may be held by
the same persons, except that no person may simultaneously hold the offices of
president and secretary.

      Section 4.02  Election and Term of Office.  Except as provided in Sections
                    ---------------------------                                 
4.01 and 4.06, the officers of the corporation shall be elected by the board of
directors annually at the first meeting of the board held after each annual
meeting of the stockholders as provided in Section 3.05.  If the election of
officers shall not be held as provided herein, such election shall be held as
soon thereafter as conveniently may be.  Each officer shall hold office until
his successor shall have been duly elected and shall have qualified or until the
expiration of his term in office if elected or appointed for a specified period
of time or until his earlier death, resignation or removal.

      Section 4.03  Compensation.  Officers shall receive such compensation for
                    ------------                                               
their services as may be authorized or ratified by the board of directors and no
officer shall be prevented from receiving compensation by reason of the fact
that he is also a director of the corporation. Election or appointment as an
officer shall not of itself create a contract or other right to compensation for
services performed by such officer.

      Section 4.04  Resignation.  Any officer may resign at any time, subject to
                    -----------                                                 
any rights or obligations under any existing contracts between the officer and
the corporation, by giving written notice to the corporation.  An officer's
resignation shall take effect at the time stated 
<PAGE>
 
therein; and unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

      Section 4.05  Removal.  Any officer may be removed at any time by the
                    -------                                                
chief executive officer (whether or not such officer was appointed by the chief
executive officer) or by the board of directors, whenever in his or its
judgment, as the case may be, the best interests of the corporation will be
served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed.  Election or appointment of an officer
shall not in itself create contract rights.

      Section 4.06  Vacancies.  A vacancy occurring in any office by death,
                    ---------                                              
resignation, removal or otherwise may be filled by the chief executive officer
or the board of directors for the unexpired portion of the term.

      Section 4.07  Authority and Duties.  The officers of the corporation shall
                    --------------------                                        
have the authority and shall exercise the powers and perform the duties
specified below, and as may be additionally specified by the chief executive
officer, the board of directors or these bylaws (and in all cases where the
duties of any officer are not prescribed by the bylaws or the board of
directors, such officer shall follow the orders and instructions of the chief
executive officer), except that in any event each officer shall exercise such
powers and perform such duties as may be required by law:

          (a) Chairman of the Board.  The chairman of the board, who shall be
              ---------------------                                          
elected from among the directors, shall preside at all meetings of the
stockholders and directors of the corporation and shall have and may exercise
all such powers and perform such other duties as may be assigned to him from
time to time by the board of directors.

          (b) Chief Executive Officer.  The chief executive officer shall,
              -----------------------                                     
subject to the direction and supervision of the board of directors, (i) have
general and active control of its affairs and business and general supervision
of its officers, agents and employees; (ii) in the absence of the chairman of
the board, preside at all meetings of the stockholders and the board of
directors; (iii) see that all orders and resolutions of the board of directors
are carried into effect; and (iv) perform all other duties incident to the
office of chief executive officer and as from time to time may be assigned to
him by the board of directors.  Unless otherwise authorized and directed by the
board of directors or unless the chief executive officer is unavailable, the
chief executive officer shall execute all material contracts on behae officer.
At the request of the chief executive officer or in his absence or in the event
of his inability or refusal to act, the president and chief operating officer
shall perform the duties of the chief executive officer, and when so acting
shall have all the powers and be subject to all the restrictions upon the chief
executive officer.

          (d) Vice-President.  The vice-president, if any (or if there is more
              --------------                                                  
than one then each vice-president), shall assist the president and chief
financial officer and shall perform such duties as may be assigned to him by the
chief executive officer, the president and chief financial officer or by the
board of directors.  Assistant vice-presidents, if any, shall have the 
<PAGE>
 
powers and perform the duties as may be assigned to them by the chief executive
officer or by the board of directors.

          (e) Chief Financial Officer; Treasurer.  The chief financial officer
              ----------------------------------                              
or, in the absence of a chief financial officer, the treasurer shall:  (i) be
the principal financial officer of the corporation and have the care and custody
of all funds, securities, evidences of indebtedness and other personal property
of the corporation and deposit the same in accordance with the instructions of
the board of directors; (ii) unless assigned to the controller, receive and give
receipts and acquittances for moneys paid in on account of the corporation, and
pay out of the funds on hand all bills, payrolls and other just debts of the
corporation of whatever nature upon maturity; (iii) unless there is a
controller, be the principal accounting officer of the corporation and as such
prescribe and maintain the methods and systems of accounting to be followed,
keep complete books and records of account, prepare and file all local, state
and federal tax returns, prescribe and maintain an adequate system of internal
audit and prepare and furnish to the chief executive officer and the board of
directors statements of account showing the financial position of the
corporation and the results of its operations; (iv) upon request of the board,
make such reports to it as may be required at any time; and (v) perform all
other duties incident to such office and such other duties as from time to time
may be assigned to him by the board of directors or by the chief executive
officer.  Assistant treasurers, if any, shall have the same powers and duties,
subject to the supervision of the chief financial officer or treasurer.  If
there is no chief financial officer or treasurer, these duties shall be
performed by the secretary or the chief executive officer or other person
appointed by the board of directors.

          (f) Secretary.  The secretary shall:  (i) keep the minutes of the
              ---------                                                    
proceedings of the stockholders, the board of directors and any committees of
the board of directors; (ii) see that all notices are duly given in accordance
with the provisions of these bylaws or as required by law; (iii) be custodian of
the corporate records and of the seal of the corporation; (iv) keep at the
corporation's registered office or principal place of business a record
containing the names and addresses of all stockholders and the number and class
of shares held by each, unless such a record shall be kept at the office of the
corporation's transfer agent or registrar; (v) have general charge of the stock
books of the corporation, unless the corporation has a transfer agent; and (vi)
in general, perform all other duties incident to the office of secretary and
such other duties as from time to time may be assigned to him by the chief
executive officer or by the board of directors.  Assistant secretaries, if any,
shall have the same duties and powers, subject to supervision by the secretary.

      Section 4.08  Surety Bonds.  The board of directors may require any
                    ------------                                         
officer or agent of the corporation to execute to the corporation a bond in such
sums and with such sureties as shall be satisfactory to the board, conditioned
upon the faithful performance of his duties and for the restoration to the
corporation of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the corporation.

                                   ARTICLE V

                                     Stock
<PAGE>
 
      Section 5.01  Issuance of Shares.  The issuance or sale by the corporation
                    ------------------                                          
of any shares of its authorized capital stock of any class, including treasury
shares, shall be made only upon authorization by the board of directors, except
as otherwise may be provided by law.  Every issuance of shares shall be recorded
on the books of the corporation maintained for such purpose by or on behalf of
the corporation.

      Section 5.02  Stock Certificates; Uncertificated Shares.  The shares of
                    -----------------------------------------                
stock of the corporation shall be represented by certificates, except that the
board of directors may, in accordance with applicable provisions of law,
authorize the issuance of some or all of any or all classes or series of stock
of the corporation without certificates.  If shares are represented by
certificates (or if a holder of uncertificated shares requests his shares to be
represented by a certificate), each certificate shall be signed by or in the
name of the corporation by the chairman or a vice-chairman of the board of
directors, chief executive officer, or the president or a vice-president, and by
the treasurer or an assistant treasurer, or the secretary or an assistant
secretary of the corporation, certifying the number of shares owned by such
holder in the corporation.  Any of or all the signatures on the certificate may
be facsimile.  In case any officer, transfer agent or registrar who has signed
or whose facsimile signature has been placed upon a certificate shall have
ceased to be such officer, transfer agent or registrar before such certificate
is issued, it may be issued by the corporation with the same effect as if he
were such officer, transfer agent or registrar at the date of issue.
Certificates of stock shall be in such form consistent with law as shall be
prescribed by the board of directors.

      Section 5.03  Payment for Shares.  Shares shall be issued for such
                    ------------------                                  
consideration (but not less than the par value thereof) as shall be determined
from time to time by the board of directors.  Treasury shares shall be disposed
of for such consideration as may be determined from time to time by the board.
Such consideration shall be paid in such form and in such manner as the
directors shall determine.  In the absence of actual fraud in the transaction,
the judgment of the directors as to the value of such consideration shall be
conclusive.  The capital stock issued by the corporation shall be deemed to be
fully paid and non-assessable stock if:  (a) the entire amount of the
consideration has been received by the corporation in the form of cash, services
rendered, personal property, real property, leases of real property or a
combination thereof; or (b) not less than the amount of the consideration
determined to be capital pursuant to statute has been received by the
corporation in such form and the corporation has received a binding obligation
of the subscriber or purchaser to pay the balance of the subscription or
purchase price; provided, however, nothing contained herein shall prevent the
board of directors from issuing partly paid shares pursuant to statute.

      Section 5.04  Lost Certificates.  In case of the alleged loss, destruction
                    -----------------                                           
or mutilation of a certificate of stock the board of directors or the president
may direct the issuance of a new certificate in lieu thereof upon such terms and
conditions in conformity with law as it may prescribe.  The board of directors
or the president may, in their discretion, require a bond in such form and
amount and with such surety as it may determine before issuing a new
certificate.
<PAGE>
 
      Section 5.05  Transfer of Shares.  Upon presentation and surrender to the
                    ------------------                                         
corporation or to a transfer agent of the corporation of a certificate of stock
duly endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, payment of all transfer taxes, if any, and the
satisfaction of any other requirements of law, including inquiry into and
discharge of any adverse claims of which the corporation has notice, the
corporation or the transfer agent shall issue a new certificate to the person
entitled thereto, cancel the old certificate and record the transaction on the
books maintained for such purpose by or on behalf of the corporation.  No
transfer of shares shall be effective until it has been entered on such books.
The corporation or a transfer agent of the corporation may require a signature
guaranty or other reasonable evidence that any signature is genuine and
effective before making any transfer.  Transfers of uncertificated shares shall
be made in accordance with applicable provisions of law.

      Section 5.06  Registered Holders.  The corporation shall be entitled to
                    ------------------                                       
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of Delaware.

      Section 5.07  Transfer Agents, Registrars and Paying Agents.  The board of
                    ---------------------------------------------               
directors may at its discretion appoint one or more transfer agents, registrars
and agents for making payment upon any class of stock, bond, debenture or other
security of the corporation.  Such agents and registrars may be located either
within or outside Delaware.  They shall have such rights and duties and shall be
entitled to such compensation as may be agreed.


                                  ARTICLE VI

                                Indemnification

      Section 6.01  Definitions.  For purposes of this Article, the following
                    -----------                                              
terms shall have the meanings set forth below:

          (a) Code.  The term "Code" means the Delaware General Corporation Law
              ----                                                             
as it exists on the date of the adoption of this Article and as it may hereafter
be amended from time to time, but in the case of any amendment, only to the
extent that the amendment permits the corporation to provide broader
indemnification rights than the Delaware General Corporation Law permitted the
corporation to provide at the date of the adoption of this Article and prior to
the amendment.

          (b) Corporation.  The term "corporation" means the corporation and, in
              -----------                                                       
addition to the resulting or surviving corporation, any domestic or foreign
predecessor entity of the corporation in a merger, consolidation or other
transaction in which the predecessor's existence ceased upon consummation of the
transaction.
<PAGE>
 
          (c) Expenses.  The term "expenses" means the actual and reasonable
              --------                                                      
expenses (including but not limited to expenses of investigation and preparation
and fees and disbursements of counsel, accountants or other experts) incurred by
a party in connection with a proceeding.

          (d) Liability.  The term "liability" means the obligation to pay a
              ---------                                                     
judgment, settlement, penalty, fine (including an excise tax assessed with
respect to an employee benefit plan) or expense incurred with respect to a
proceeding.

          (e) Party.  The term "party" means any individual who was, is, or is
              -----                                                           
threatened to be made, a named defendant or respondent in a proceeding by reason
of the fact that he is or was a director, officer or employee of the corporation
and any individual who, while a director, officer or employee of the corporation
is or was serving at the request of the corporation as a director, officer,
partner, trustee, employee, fiduciary or agent of any other foreign or domestic
corporation or of any partnership, joint venture, trust, other enterprise or
employee benefit plan. A party shall be considered to be serving an employee
benefit plan at the corporation's request if his duties to the corporation also
impose duties on or otherwise involve services by him to the plan or to
participants in or beneficiaries of the plan.

          (f) Proceeding.  The term "proceeding" means any threatened, pending
              ----------                                                      
or completed action, suit or proceeding, or any appeal therein, whether civil,
criminal, administrative, arbitrative or investigative (including an action by
or in the right of the corporation), and whether formal or informal.

      Section 6.02  Right to Indemnification.  The corporation shall indemnify
                    ------------------------                                  
any party to a proceeding against liability incurred in, relating to or as a
result of the proceeding to the fullest extent permitted by law (including
without limitation in circumstances in which, in the absence of this Section
6.02, indemnification would be (a) discretionary under the Code or (b) limited
or subject to particular standards of conduct under the Code).

      Section 6.03  Advancement of Expenses.  In the event of any proceeding in
                    -----------------------                                    
which a party is involved or which may give rise to a right of indemnification
under this Article, following written request to the corporation by the party,
the corporation shall pay to the party, to the fullest extent permitted by law
(including without limitation in circumstances in which, in the absence of this
Section 6.03, advancement of expenses would be (a) discretionary under the Code
or (b) limited or subject to particular standards of conduct under the Code),
amounts to cover expenses incurred by the party in, relating to or as a result
of such proceeding in advance of its final disposition.

      Section 6.04  Burden of Proof.  If under applicable law the entitlement of
                    ---------------                                             
a party to be indemnified or advanced expenses hereunder depends upon whether a
standard of conduct has been met, the burden of proof of establishing that the
party did not act in accordance with such standard shall rest with the
corporation.  A party shall be presumed to have acted in accordance with such
standard and to be entitled to indemnification or the advancement of expenses
(as the case may be) unless, based upon a preponderance of the evidence, it
shall be determined that the 
<PAGE>
 
party has not met such standard. Such determination and any evaluation as to the
reasonableness of amounts claimed by a party shall be made by the board of
directors of the corporation or such other body or persons as may be permitted
by the Code. Subject to any express limitation of the Code, if so requested by
the party, such determination and evaluation as to the reasonableness of the
amounts claimed by the party shall be made by independent counsel who is
selected by the party and approved by the corporation (which approval shall not
be unreasonably withheld). For purposes of this Article, unless otherwise
expressly stated, the termination of any proceeding by judgment, order,
settlement (whether with or without court approval) or conviction, or upon a
plea of nolo contendere or its equivalent, shall not create a presumption that a
party did not meet any particular standard of conduct or have any particular
belief or that a court has determined that indemnification is not permitted by
applicable law.

      Section 6.05  Notification and Defense of Claim.  Promptly after receipt
                    ---------------------------------                         
by a party of notice of the commencement of any proceeding, the party shall, if
a claim in respect thereof is to be made against the corporation under this
Article, notify the corporation in writing of the commencement thereof;
provided, however, that delay in so notifying the corporation shall not
constitute a waiver or release by the party of any rights under this Article.
With respect to any such proceeding:  (a) the corporation shall be entitled to
participate therein at its own expense; (b) any counsel representing the party
to be indemnified in connection with the defense or settlement thereof shall be
counsel mutually agreeable to the party and to the corporation; and (c) the
corporation shall have the right, at its option, to assume and control the
defense or settlement thereof, with counsel satisfactory to the party.  If the
corporation assumes the defense of the proceeding, the party shall have the
right to employ its own counsel, but the fees and expenses of such counsel
incurred after notice from the corporation of its assumption of the defense of
such proceeding shall be at the expense of the party unless (i) the employment
of such counsel has been specifically authorized by the corporation, (ii) the
party shall have reasonably concluded that there may be a conflict of interest
between the corporation and the party in the conduct of the defense of such
proceeding, or (iii) the corporation shall not in fact have employed counsel to
assume the defense of such proceeding.  Notwithstanding the foregoing, if an
insurance carrier has supplied directors' and officers' liability insurance
covering a proceeding and is entitled to retain counsel for the defense of such
proceeding, then the insurance carrier shall retain counsel to conduct the
defense of such proceeding unless the party and the corporation concur in
writing that the insurance carrier's doing so is undesirable.  The corporation
shall not be liable under this Article for any amounts paid in settlement of any
proceeding effected without its written consent.  The corporation shall not
settle any proceeding in any manner that would impose any penalty or limitation
on a party without the party's written consent.  Consent to a proposed
settlement of any proceeding shall not be unreasonably withheld by either the
corporation or the party.

      Section 6.06  Enforcement.  The right to indemnification and advancement
                    -----------                                               
of expenses granted by this Article shall be enforceable in any court of
competent jurisdiction if the corporation denies the claim, in whole or in part,
or if no disposition of such claim is made within 90 days after the written
request for indemnification or advancement of expenses is received.  If
successful in whole or in part in such suit, the party's expenses incurred in
bringing and prosecuting such claim shall also be paid by the corporation.
Whether or not the party has 
<PAGE>
 
met any applicable standard of conduct, the court in such suit may order
indemnification or the advancement of expenses as the court deems proper
(subject to any express limitation of the Code). Further, the corporation shall
indemnify a party from and against any and all expenses and, if requested by the
party, shall (within ten business days of such request) advance such expenses to
the party, which are incurred by the party in connection with any claim asserted
against or suit brought by the party for recovery under any directors' and
officers' liability insurance policies maintained by the corporation, regardless
of whether the party is unsuccessful in whole or in part in such claim or suit.

      Section 6.07  Proceedings by a Party.  The corporation shall indemnify or
                    ----------------------                                     
advance expenses to a party in connection with any proceeding (or part thereof)
initiated by the party only if such proceeding (or part thereof) was authorized
by the chief executive officer or board of directors of the corporation.

      Section 6.08  Subrogation.  In the event of any payment under this
                    -----------                                         
Article, the corporation shall be subrogated to the extent of such payment to
all of the rights of recovery of the indemnified party, who shall execute all
papers and do everything that may be necessary to assure such rights of
subrogation to the corporation.

      Section 6.09  Other Payments.  The corporation shall not be liable under
                    --------------                                            
this Article to make any payment in connection with any proceeding against or
involving a party to the extent the party actually receives payment (under any
insurance policy, agreement or otherwise) of the amounts otherwise indemnifiable
hereunder.  A party shall repay to the corporation the amount of any payment the
corporation makes to the party under this Article in connection with any
proceeding against or involving the party, to the extent the party has otherwise
actually received payment (under any insurance policy, agreement or otherwise)
of such amounts advanced.

      Section 6.10  Insurance.  So long as any party who is or was an officer or
                    ---------                                                   
director of the corporation may be subject to any possible proceeding by reason
of the fact that he is or was an officer or director of the corporation (or is
or was serving in any one or more of the other capacities covered by this
Article during his tenure as officer or director), if the corporation maintains
an insurance policy or policies providing directors' and officers' liability
insurance, such officer or director shall be covered by such policy or policies
in accordance with its or their terms to the maximum extent of the coverage
applicable to any then current officer or director of the corporation, or the
corporation shall purchase and maintain in effect for the benefit of such
officer or director one or more valid, binding and enforceable policy or
policies of directors' and officers' liability insurance providing, in all
respects, coverage at least comparable to that provided to any then current
officer or director at the corporation.

      Section 6.11  Other Rights and Remedies.  The rights to indemnification
                    -------------------------                                
and advancement of expenses provided in this Article shall be in addition to any
other rights to which a party may have or hereafter acquire under any law,
provision of the certificate of incorporation, any other or further provision of
these bylaws, vote of the stockholders or directors, agreement or otherwise.
The corporation shall have the right, but shall not be obligated, to indemnify
or 
<PAGE>
 
advance expenses to any agent of the corporation not otherwise covered by
this Article in accordance with and to the fullest extent permitted by the Code.

      Section 6.12  Applicability; Effect.  The rights to indemnification and
                    ---------------------                                    
advancement of expenses provided in this Article shall be applicable to acts or
omissions that occurred prior to the adoption of this Article, shall continue as
to any party during the period such party serves in any one or more of the
capacities covered by this Article, shall continue thereafter so long as the
party may be subject to any possible proceeding by reason of the fact that he
served in any one or more of the capacities covered by this Article, and shall
inure to the benefit of the estate and personal representatives of each such
person.  Any repeal or modification of this Article or of any Section or
provision hereof shall not affect any rights or obligations then existing.  All
rights to indemnification under this Article shall be deemed to be provided by a
contract between the corporation and each party covered hereby.

      Section 6.13  Severability.  If any provision of this Article shall be
                    ------------                                            
held to be invalid, illegal or unenforceable for any reason whatsoever (a) the
validity, legality and enforceability of the remaining provisions of this
Article (including without limitation, all portions of any Sections of this
Article containing any such provision held to be invalid, illegal or
unenforceable, that are not themselves invalid, illegal or unenforceable) shall
not in any way be affected or impaired thereby, and (b) to the fullest extent
possible, the provisions of this Article (including, without limitation, all
portions of any Section of this Article containing any such provision held to be
invalid, illegal or unenforceable, that are not themselves invalid, illegal or
unenforceable) shall be construed so as to give effect to the intent of this
Article that each party covered hereby is entitled to the fullest protection
permitted by law.


                                  ARTICLE VII

                                 Miscellaneous

      Section 7.01  Waivers of Notice.  Whenever notice is required to be given
                    -----------------                                          
by law, by the certificate of incorporation or by these bylaws, a written waiver
thereof, signed by the person entitled to said notice, whether before or after
the time stated therein, shall be deemed equivalent to notice.  Attendance of a
person at a meeting or (in the case of a stockholder) by proxy shall constitute
a waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting was not lawfully called or
convened.  Neither the business to be transacted at, nor the purpose of, any
meeting need be specified in any written waiver of notice unless required by
these bylaws to be included in the notice of such meeting.

      Section 7.02  Presumption of Assent.  A director or stockholder of the
                    ---------------------                                   
corporation who is present at a meeting of the board of directors or
stockholders at which action on any corporate matter is taken shall be presumed
to have assented to the action taken unless his dissent shall be entered in the
minutes of the meeting or unless he shall file his written dissent to such
action with the person acting as the secretary of the meeting before the
adjournment thereof or shall forward 
<PAGE>
 
such dissent by registered mail to the secretary of the corporation immediately
after the adjournment of the meeting. Such right to dissent shall not apply to a
director or stockholder who voted in favor of such action.

      Section 7.03  Voting of Securities by the Corporation.  Unless otherwise
                    ---------------------------------------                   
provided by resolution of the board of directors, on behalf of the corporation
the chief executive officer, president, chief operating officer, treasurer, or
any vice-president shall attend in person or by substitute appointed by him, or
shall execute written instruments appointing a proxy or proxies to represent the
corporation at, all meetings of the stockholders of any other corporation,
association or other entity in which the corporation holds any stock or other
securities, and may execute written waivers of notice with respect to any such
meetings.  At all such meetings and otherwise, the chief executive officer,
president, chief operating officer, treasurer, or any vice-president, in person
or by substitute or proxy as aforesaid, may vote the stock or other securities
so held by the corporation and may execute written consents and any other
instruments with respect to such stock or securities and may exercise any and
all rights and powers incident to the ownership of said stock or securities,
subject, however, to the instructions, if any, of the board of directors.

      Section 7.04  Seal.  The corporate seal of the corporation shall be in
                    ----                                                    
such form as adopted by the board of directors, and any officer of the
corporation may, when and as required, affix or impress the seal, or a facsimile
thereof, to or on any instrument or document of the corporation.

      Section 7.05  Fiscal Year.  The fiscal year of the corporation shall be as
                    -----------                                                 
established by the board of directors.

      Section 7.06  Amendments.  These bylaws may be amended or repealed and new
                    ----------                                                  
bylaws adopted by the board of directors or, subject to the certificate of
incorporation, by the stockholders entitled to vote.


/s/ NICK NIMMO
______________________________ 
Nick Nimmo, Incorporator

                                      END