<PAGE>

                                                                     EXHIBIT 3.2

               Subject to the Shareholders' Agreement, dated as of
               February 18, 2000 and as amended with the approval
             of the Board of Directors from time to time thereafter,
            among the Corporation and the shareholders named therein.

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                              NEXTEL PARTNERS, INC.

                                     BYLAWS

                     AMENDED AND RESTATED AS OF JUNE 3, 2004

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                               TABLE OF CONTENTS

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                                    ARTICLE 1
                                  STOCKHOLDERS

1.1      Place of Meeting.............................................................    1

1.2      Annual Meeting...............................................................    1

1.3      Special Meetings.............................................................    1

1.4      Notice of Meetings; Waiver...................................................    1

1.5      Quorum.......................................................................    2

1.6      Voting.......................................................................    2

1.7      Voting by Ballot.............................................................    2

1.8      Adjournment..................................................................    3

1.9      Proxies......................................................................    3

1.10     Organization; Procedure......................................................    3

1.11     Advance Notice of Stockholder Proposals......................................    3

1.12     Consent of Stockholders in Lieu of Meeting...................................    5

                                    ARTICLE 2
                               BOARD OF DIRECTORS

2.1      General Powers...............................................................    6

2.2      Number and Term of Office....................................................    6

2.3      Nomination and Election of Directors.........................................    6

2.4      Annual and Regular Meetings..................................................    6

2.5      Special Meetings; Notice.....................................................    7

2.6      Quorum; Voting...............................................................    7

2.7      Adjournment..................................................................    7

2.8      Action Without a Meeting.....................................................    7

2.9      Regulations; Manner of Acting................................................    7

2.10     Action by Telephonic Communications..........................................    8

2.11     Resignation..................................................................    8

2.12     Removal of Directors.........................................................    8

2.13     Vacancies and Newly Created Directorships....................................    8
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                               TABLE OF CONTENTS
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2.14     Compensation.................................................................    8

2.15     Reliance on Accounts and Reports, etc........................................    8

                                    ARTICLE 3
                    EXECUTIVE COMMITTEE AND OTHER COMMITTEES

3.1      How Constituted..............................................................    9

3.2      Powers.......................................................................    9

3.3      Quorum; Voting...............................................................    9

3.4      Action without a Meeting.....................................................    9

3.5      Regulations; Manner of Acting................................................    9

3.6      Action by Telephonic Communications..........................................   10

3.7      Resignation..................................................................   10

3.8      Removal......................................................................   10

3.9      Vacancies....................................................................   10

                                   ARTICLE 4
                                    OFFICERS

4.1      Titles.......................................................................   10

4.2      Election.....................................................................   10

4.3      Salaries.....................................................................   10

4.4      Removal and Resignation; Vacancies...........................................   11

4.5      Authority and Duties.........................................................   11

4.6      Powers and Duties............................................................   11

4.7      Security.....................................................................   11

                                    ARTICLE 5
                                  CAPITAL STOCK

5.1      Certificates of Stock, Uncertificated Shares.................................   11

5.2      Signatures; Facsimile........................................................   11

5.3      Lost, Stolen or Destroyed Certificates.......................................   12

5.4      Transfer of Stock............................................................   12

5.5      Record Date..................................................................   12

5.6      Registered Stockholders......................................................   12

5.7      Transfer Agent and Registrar.................................................   12
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                               TABLE OF CONTENTS

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                                   ARTICLE 6
                                    OFFICES

6.1      Offices......................................................................   13

                                    ARTICLE 7
                               GENERAL PROVISIONS

7.1      Dividends....................................................................   13

7.2      Reserves.....................................................................   13

7.3      Execution of Instruments.....................................................   13

7.4      Corporate Indebtedness.......................................................   13

7.5      Deposits.....................................................................   14

7.6      Checks.......................................................................   14

7.7      Sale, Transfer, etc. of Securities...........................................   14

7.8      Voting as Stockholder........................................................   14

7.9      Fiscal Year..................................................................   14

7.10     Seal.........................................................................   14

7.11     Books and Records............................................................   15

                                    ARTICLE 8
                               AMENDMENT OF BYLAWS

8.1      Amendment....................................................................   15

                                    ARTICLE 9
                                  CONSTRUCTION

9.1      Construction.................................................................   15
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                                     - iii -
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                                     BYLAWS

                              NEXTEL PARTNERS, INC.

                                    ARTICLE 1

                                  STOCKHOLDERS

      1.1 Place of Meetings. Meetings of stockholders shall be held at any
place, within or outside the State of Delaware, designated by the Board of
Directors. In the absence of any such designation, stockholders' meetings shall
be held at the registered office of the Corporation.

            The Board of Directors may, in its sole discretion, determine that
any such meeting shall not be held at any place, but may instead be held solely
by means of remote communication in accordance with Section 211(a)(2) of the
General Corporation Law. If authorized by the Board of Directors in its sole
discretion, and subject to such guidelines and procedures as the Board of
Directors may adopt, stockholders and proxy holders not physically present at a
meeting of stockholders may, by means of remote communication (a) participate in
a meeting of stockholders, and (b) be deemed present in person and vote at a
meeting of stockholders whether such meeting is to be held at a designated place
or solely by means of remote communication, provided that (i) the Corporation
shall implement reasonable measures to verify that each person deemed present
and permitted to vote at the meeting by means of remote communication is a
stockholder or proxy holder, (ii) the Corporation shall implement reasonable
measures to provide such stockholders and proxy holders a reasonable opportunity
to participate in the meeting and to vote on matters submitted to the
stockholders, including an opportunity to read or hear the proceedings of the
meeting substantially concurrently with such proceedings, and (iii) if any
stockholder or proxy holder votes or takes other action at the meeting by means
of remote communication, a record of such vote or other action shall be
maintained by the Corporation.

      1.2 Annual Meeting. The annual meeting of the stockholders of the
Corporation for the election of directors and for the transaction of such other
business as may properly come before such meeting shall be held each year at
such date and hour as may be fixed from time to time by resolution of the Board
of Directors and set forth in the notice or waiver of notice of the meeting.

      1.3 Special Meetings. Special meetings of the stockholders may be called
at any time by the Chief Executive Officer (or by the President, if there is no
Chief Executive Officer) and shall be called by the Chief Executive Officer (or
by the President, if there is no Chief Executive Officer), or by the Secretary,
immediately upon receipt of a written request therefor by a majority of the
Board of Directors. No other person or persons are permitted to call a special
meeting.

      1.4 Notice of Meetings; Waiver. The Secretary or any Assistant Secretary
shall cause written notice of the place, date and hour of each meeting of the
stockholders, and, in the case of a special meeting, the purpose or purposes for
which such meeting is called, to be given personally or by mail, not less than
ten nor more than 60 days before the date of the meeting, to

                                        1
<PAGE>

each stockholder of record entitled to vote at such meeting. Notice of every
meeting of stockholders shall be given by any means permitted by the General
Corporation Law. If such notice is mailed, it shall be deemed to have been given
to a stockholder when deposited in the United States mail, postage prepaid,
directed to the stockholder at his or her address as it appears on the record of
stockholders of the Corporation, or, if he or she shall have filed with the
Secretary a written request that notices to him or her be mailed to some other
address, then directed to him or her at such other address. If such notice is
electronically transmitted, it shall be deemed to have been given to a
stockholder when directed to an electronic mail address at which the stockholder
has consented to receive notice. Confirmation of receipt will not be required.
Such further notice shall be given as may be required by law.

            Notice shall be deemed to have been given to all stockholders of
record who share a post office or street or electronic mail address if notice is
given in accordance with the "householding" rules set forth in Rule 14a-3(e)
under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

            Whenever notice is required to be given to stockholders hereunder, a
written waiver, signed by a stockholder, whether before or after the time stated
therein, shall be deemed equivalent to notice. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the
stockholders need be specified in a written waiver of notice. The attendance of
any stockholder at a meeting of stockholders shall constitute a waiver of notice
of such meeting, except when the stockholder attends a meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of any
business on the ground that the meeting is not lawfully called or convened.

      1.5 Quorum. Except as otherwise required by law or by the Restated
Certificate of Incorporation, the presence in person or by proxy of the holders
of record of a majority of the shares entitled to vote at a meeting of
stockholders shall constitute a quorum for the transaction of business at such
meeting.

      1.6 Voting. If, pursuant to Section 5.5 of these Bylaws, a record date has
been fixed, every holder of record of shares entitled to vote at a meeting of
stockholders shall be entitled to one vote for each share outstanding in his or
her name on the books of the Corporation at the close of business on such record
date. If no record date has been fixed, then every holder of record of shares
entitled to vote at a meeting of stockholders shall be entitled to one vote for
each share of stock standing in his or her name on the books of the Corporation
at the close of business on the day next preceding the day on which notice of
the meeting is given, or, if notice is waived, at the close of business on the
day next preceding the day on which the meeting is held. Except as otherwise
required by law, by the Restated Certificate of Incorporation, or by the
Shareholders' Agreement, dated as of February 18, 2000 and as amended with the
approval of the Board of Directors from time to time thereafter, by and among
the Corporation and the shareholders identified therein (the "Shareholders'
Agreement"), the vote of a majority of the shares represented in person or by
proxy at any meeting at which a quorum is present shall be sufficient for the
transaction of any business at such meeting.

      1.7 Voting by Ballot. No vote of the stockholders need be taken by written
ballot or conducted by inspectors of election, unless otherwise required by law.
Any vote which need not

                                       2
<PAGE>

be taken by ballot may be conducted in any manner approved by the meeting.

      1.8 Adjournment. If a quorum is not present at any meeting of the
stockholders, then either (a) the presiding officer of such meeting or (b) the
stockholders entitled to vote thereat, present in person or by proxy, shall have
the power to adjourn any such meeting from time to time until a quorum is
present. Notice of any adjourned meeting of the stockholders of the Corporation
need not be given if the place, date and hour thereof are announced at the
meeting at which the adjournment is taken, provided, however, that if the
adjournment is for more than 30 days, or if after the adjournment a new record
date for the adjourned meeting is fixed pursuant to Section 5.5 of these Bylaws,
a notice of the adjourned meeting, conforming to the requirements of Section 1.4
hereof, shall be given to each stockholder of record entitled to vote at such
meeting. At any adjourned meeting at which a quorum is present, any business may
be transacted that might have been transacted on the original date of the
meeting.

      1.9 Proxies. Any stockholder entitled to vote at any meeting of the
stockholders or to express consent to or dissent from corporate action without a
meeting may, by a written instrument signed by such stockholder or his or her
attorney-in-fact, authorize another person or persons to vote at any such
meeting and express such consent or dissent for him or her by proxy. No such
proxy shall be voted or acted upon after the expiration of three years from the
date of such proxy, unless such proxy provides for a longer period. Every proxy
shall be revocable at the pleasure of the stockholder executing it, except in
those cases where applicable law provides that a proxy shall be irrevocable. A
stockholder may revoke any proxy which is not irrevocable by attending the
meeting and voting in person or by filing an instrument in writing revoking the
proxy or by filing another duly executed proxy bearing a later date with the
Secretary.

      1.10 Organization; Procedure. At every meeting of stockholders the
presiding officer shall be the Chairman of the Board or, in the event of his or
her absence or disability, the Chief Executive Officer (or the President, if
there is no Chief Executive Officer) or, in the event of his or her absence or
disability, a presiding officer chosen by a majority of the Board of Directors.
The Secretary, or in the event of his or her absence or disability, the
Assistant Secretary, if any, or if there be no Assistant Secretary, in the
absence of the Secretary, an appointee of the presiding officer, shall act as
Secretary of the meeting. The order of business and all other matters of
procedure at every meeting of stockholders (including without limitation
restricting entry to the meeting before or after it has commenced, maintaining
order and the safety of those in attendance, opening and closing the polls for
voting, dismissing business or proposals not properly submitted, limiting the
time allowed for discussion of the business of the meeting, restricting the
persons (other than stockholders of the Corporation or their duly appointed
proxies) that may attend the meeting, and ascertaining whether any stockholder
or proxy holder may be excluded from the meeting based upon a determination by
the presiding officer, in his or her sole discretion, that the stockholder or
proxy holder is unduly disruptive or is likely to disrupt the meeting) may be
determined by such presiding officer.

      1.11 Advance Notice of Stockholder Proposals.

      (a) The matters to be considered and brought before any annual or special
meeting of stockholders of the Corporation shall be limited to only such
matters, including the nomination and election of directors, as shall be brought
properly before such meeting in compliance with

                                       3
<PAGE>

the procedures set forth in this Section 1.11.

      (b) For any matter to be properly before any annual meeting of
stockholders, the matter must be (i) specified in the notice of annual meeting
given by or at the direction of the Board of Directors, (ii) otherwise brought
before the annual meeting by or at the direction of the Board of Directors or
(iii) brought before the annual meeting in the manner specified in this Section
1.11(b) by a stockholder of record or a stockholder (a "Nominee Holder") that
holds voting securities entitled to vote at meetings of stockholders through a
nominee or "street name" holder of record and can demonstrate to the Corporation
such indirect ownership and such Nominee Holder's entitlement to vote such
securities. In addition to any other requirements under applicable law, the
Restated Certificate of Incorporation or these Bylaws, persons nominated by
stockholders for election as Directors of the Corporation and any other
proposals by stockholders shall be properly brought before the meeting only if
notice of any such matter to be presented by a stockholder at such meeting of
stockholders (the "Stockholder Notice") shall be delivered or mailed and
received by to the Secretary of the Corporation at the principal executive
office of the Corporation not less than 90 nor more than 120 days prior to the
anniversary date of the annual meeting for the preceding year; provided,
however, that if and only if the annual meeting is not scheduled to be held
within a period that commences 30 days before such anniversary date and ends 30
days after such anniversary date (an annual meeting date outside such period
being referred to herein as an "Other Meeting Date"), such Stockholder Notice
shall be given in the manner provided herein by the later of the close of
business on (i) the date 90 days prior to such Other Meeting Date or (ii) the
tenth day following the date such Other Annual Meeting Date is first publicly
announced or disclosed. Any stockholder desiring to nominate any person or
persons (as the case may be) for election as a Director or Directors of the
Corporation shall deliver, as part of such Stockholder Notice, a statement in
writing setting forth the name of the person or persons to be nominated, the
number and class of all shares of each class of stock of the Corporation owned
of record and beneficially by each such person, as reported to such stockholder
by such nominee(s), the information regarding each such person required by
paragraphs (a), (e) and (f) of Item 401 of Regulation S-K adopted by the
Securities and Exchange Commission (or the corresponding provisions of any
regulation subsequently adopted by the Securities and Exchange Commission
applicable to the Corporation) and any other information regarding such person
required by law to be disclosed in solicitations of proxies for the election of
directors, each such person's signed consent to serve as a Director of the
Corporation if elected, such stockholder's name and address, the number and
class of all shares of each class of stock of the Corporation owned of record
and beneficially by such stockholder and, in the case of a Nominee Holder,
evidence establishing such Nominee Holder's indirect ownership of, and
entitlement to vote, securities at the meeting of stockholders, and a
description of all arrangements and understandings between or among any of such
stockholder, such person or persons nominated for election and any other person
or persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by such stockholder. Any stockholder who gives a
Stockholder Notice of any matter proposed to be brought before the meeting (not
involving nominees for director) shall deliver, as part of such Stockholder
Notice, the text of the proposal to be presented and a brief written statement
of the reasons why such stockholder favors the proposal and setting forth such
stockholder's name and address, the number and class of all shares of each class
of stock of the Corporation owned of record and beneficially by such
stockholder, if applicable, any material interest of such stockholder in the
matter proposed (other than as a stockholder) and, in the case of a Nominee

                                       4
<PAGE>

Holder, evidence establishing such Nominee Holder's indirect ownership of, and
entitlement to vote, securities at the meeting of stockholders. As used herein,
shares "beneficially owned" shall mean all shares that such person is deemed to
beneficially own pursuant to Rules 13d-3 and 13d-5 under the Exchange Act.
Notwithstanding anything to the contrary in these Bylaws, a party to the
Shareholders' Agreement that is exercising its right to designate a Director
pursuant to Section 2.01(a) thereof shall not be required to deliver a
Stockholders' Notice with respect to such designee.

      (c) Only such matters shall be properly brought before a special meeting
of stockholders as shall have been brought before the meeting pursuant to the
Corporation's notice of meeting. In the event the Corporation calls a special
meeting of stockholders for the purpose of electing one or more persons to the
Board of Directors, any stockholder may nominate a person or persons (as the
case may be), for election to such position(s) as specified in the Corporation's
notice of meeting, if the Stockholder Notice required by Section 1.11(b) hereof
shall be delivered to the Secretary of the Corporation at the principal
executive office of the Corporation not later than the close of business on the
tenth day following the day on which the date of the special meeting and of the
nominees proposed by the Board of Directors to be elected at such a meeting is
publicly announced or disclosed.

      (d) For purposes of this Section 1.11, a matter shall be deemed to have
been "publicly announced or disclosed" if such matter is disclosed in a press
release or in a document publicly filed by the Corporation with the Securities
and Exchange Commission.

      (e) In no event shall the adjournment or postponement of an annual
meeting, or any announcement thereof, commence a new period for the giving of
notice as provided in this Section 1.11. This Section 1.11 shall not apply to
shareholder proposals made pursuant to Rule 14a-8 under the Exchange Act.

      (f) The person presiding at any meeting of stockholders, in addition to
making any other determinations that may be appropriate to the conduct of the
meeting, shall have the power and duty to determine whether notice of nominees
and other matters proposed to be brought before a meeting has been duly given in
the manner provided in this Section 1.11 and, if not so given, shall direct and
declare at the meeting that such nominees and other matters shall not be
considered.

      1.12 Consent of Stockholders in Lieu of Meeting. Unless otherwise provided
in the Restated Certificate of Incorporation, whenever the vote of the
stockholders at a meeting thereof is required or permitted to be taken for or in
connection with any corporate action, such action may be taken without a
meeting, without prior notice and without a vote of stockholders, if the holders
of outstanding stock having not less than the minimum number of votes that would
be necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted shall consent in writing in
accordance with the General Corporation Law to such corporate action being
taken. Prompt notice of the taking of the corporate action without a meeting by
less than unanimous written consent shall be given to those stockholders who
have not so consented in writing.

                                       5
<PAGE>

      Prompt notice of the taking of the corporate action without a meeting by
less than unanimous written consent shall be given to those stockholders who
have not consented in writing. If the action which is consented to is such as
would have required the filing of a certificate under any section of the General
Corporation Law if such action had been voted on by stockholders at a meeting
thereof, then the certificate filed under such section shall state, in lieu of
any statement required by such section concerning any vote of stockholders, that
written notice and written consent have been given as provided in Section 228 of
the General Corporation Law.

                                    ARTICLE 2

                               BOARD OF DIRECTORS

      2.1 General Powers. Except as may otherwise be provided by law, by the
Restated Certificate of Incorporation or by these Bylaws, the property, affairs
and business of the Corporation shall be managed by or under the direction of
the Board of Directors and the Board of Directors may exercise all the powers of
the Corporation.

      2.2 Number and Term of Office. The number of Directors constituting the
entire Board of Directors shall be seven, which number may be modified from time
to time only by resolution adopted by the affirmative vote of not less than 70%
of all Directors then in office, but in no event shall the number of Directors
be less than five. Each Director (whenever elected) shall hold office until his
or her successor has been duly elected and qualified, or until his or her
earlier death, resignation or removal. No reduction of the authorized number of
directors shall have the effect of removing any director before that director's
term of office expires.

      2.3 Nomination and Election of Directors. (a) Except as otherwise provided
in the Shareholders' Agreement, nominations of persons to be elected to be
members of the Board of Directors may be made only (i) by or at the direction of
the Board of Directors or a Committee thereof or (ii) by a stockholder or
Nominee Holder in accordance with Section 1.11 hereof. Only persons who are
nominated in accordance with this Section 2.3(a) will be eligible for election
to the Board of Directors.

      (b) Except as otherwise provided in Sections 2.12 and 2.13 of these Bylaws
and in the Shareholders' Agreement, the Directors shall be elected at each
annual meeting of the stockholders. If the annual meeting for the election of
Directors is not held on the date designated therefor, the Directors shall cause
the meeting to be held as soon thereafter as convenient. At each meeting of the
stockholders for the election of Directors, provided a quorum is present and
subject to the provisions of the Shareholders' Agreement, the Directors shall be
elected by a plurality of the votes validly cast in such election.

      2.4 Annual and Regular Meetings. The annual meeting of the Board of
Directors for the purpose of electing officers and for the transaction of such
other business as may come before the meeting shall be held as soon as possible
following adjournment of the annual meeting of the stockholders at the place of
such annual meeting of the stockholders. Notice of such annual meeting of the
Board of Directors need not be given. The Board of Directors from

                                       6
<PAGE>

time to time may by resolution provide for the holding of regular meetings and
fix the place (which may be within or without the State of Delaware) and the
date and hour of such meetings. Notice of regular meetings need not be given,
provided, however, that if the Board of Directors shall fix or change the time
or place of any regular meeting, notice of such action shall be mailed promptly,
or sent by telegram, facsimile or cable, to each Director who shall not have
been present at the meeting at which such action was taken, addressed to him or
her at his or her usual place of business, or shall be delivered to him or her
personally. Notice of such action need not be given to any Director who attends
the first regular meeting after such action is taken without protesting the lack
of notice to him or her, prior to or at the commencement of such meeting, or to
any Director who submits a signed waiver of notice, whether before or after such
meeting.

      2.5 Special Meetings; Notice. Special meetings of the Board of Directors
shall be held whenever called by the Chief Executive Officer (or the President,
if there is no Chief Executive Officer) or, in the event of his or her absence
or disability, by any Vice President, at such place (within or without the State
of Delaware), date and hour as may be specified in the respective notices or
waivers of notice of such meetings. Special meetings of the Board of Directors
may be called on 24 hours' notice, if notice is given to each Director
personally or by telephone, facsimile or electronic mail, or on five days'
notice, if notice is mailed to each Director, addressed to him or her at his or
her usual place of business. Notice of any special meeting need not be given to
any Director who attends such meeting without protesting the lack of notice to
him or her, prior to or at the commencement of such meeting, or to any Director
who submits a signed waiver of notice, whether before or after such meeting, and
any business may be transacted thereat.

      2.6 Quorum; Voting. At all meetings of the Board of Directors, the
presence of a majority of the total authorized number of Directors shall
constitute a quorum for the transaction of business. Except as otherwise
required by law, the vote of a majority of the Directors present at any meeting
at which a quorum is present shall be the act of the Board of Directors. The
provisions of this Section 2.6 shall be subject to the Shareholders' Agreement
for so long as the Shareholders' Agreement remains in effect.

      2.7 Adjournment. A majority of the Directors present, whether or not a
quorum is present, may adjourn any meeting of the Board of Directors to another
time or place. No notice need be given of any adjourned meeting unless the time
and place of the adjourned meeting are not announced at the time of adjournment,
in which case notice conforming to the requirements of Section 2.5 shall be
given to each Director.

      2.8 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 if all
members of the Board of Directors consent thereto in writing, and such writing
or writings are filed with the minutes of proceedings of the Board of Directors.

      2.9 Regulations; Manner of Acting. To the extent consistent with
applicable law, the Restated Certificate of Incorporation and these Bylaws, the
Board of Directors may adopt such rules and regulations for the conduct of
meetings of the Board of Directors and for the management of the property,
affairs and business of the Corporation as the Board of Directors may deem
appropriate. The Directors shall act only as a Board, and the individual
Directors shall

                                       7
<PAGE>

have no power as such.

      2.10 Action by Telephonic Communications. Members of the Board of
Directors may participate in a meeting of the Board of Directors by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in a
meeting pursuant to this provision shall constitute presence in person at such
meeting.

      2.11 Resignation. Any Director may resign at any time by delivering a
written notice of resignation, signed by such Director, to the Chief Executive
Officer (or to the President, if there is no Chief Executive Officer) or the
Secretary. Unless otherwise specified therein, such resignation shall take
effect upon delivery.

      2.12 Removal of Directors. Any Director may be removed at any time, either
for or without cause, upon the affirmative vote of the holders of a majority of
the outstanding shares of stock of the Corporation entitled to vote for the
election of such Director, cast at a special meeting of stockholders called for
that purpose. Any vacancy in the Board of Directors caused by any such removal
may be filled at such meeting by the stockholders entitled to vote for the
election of the Director so removed. If such stockholders do not fill such
vacancy at such meeting (or in the written instrument effecting such removal, if
such removal was effected by consent without a meeting), such vacancy may be
filled in the manner provided in Section 2.13 of these Bylaws. The provisions of
this Section 2.12 shall be subject to the Shareholders' Agreement for so long as
the Shareholders' Agreement remains in effect.

      2.13 Vacancies and Newly Created Directorships. If any vacancies shall
occur in the Board of Directors, by reason of death, resignation, removal or
otherwise, or if the authorized number of Directors shall be increased, the
Directors then in office shall continue to act, and such vacancies and newly
created directorships may be filled by a majority of the Directors then in
office, although less than a quorum. A Director elected to fill a vacancy or a
newly created directorship shall hold office until the next annual meeting of
stockholders, and until his or her successor has been elected and qualified, or
until his or her earlier death, resignation or removal.

      2.14 Compensation. The amount, if any, which each Director shall be
entitled to receive as compensation for his or her services as such shall be
fixed from time to time by resolution of the Board of Directors.

      2.15 Reliance on Accounts and Reports, etc. A member of the Board of
Directors, or a member of any Committee designated by the Board of Directors,
shall, in the performance of his or her duties, be fully protected in relying in
good faith upon the records of the Corporation and upon such information,
opinions, reports or statements presented to the Corporation by any of the
Corporation's officers or employees, or Committees of the Board of Directors, or
by any other person as to matters the member reasonably believes are within such
other person's professional or expert competence and who has been selected with
reasonable care by or on behalf of the Corporation, including without limitation
independent certified public accountants and appraisers.

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<PAGE>

                                    ARTICLE 3

                    EXECUTIVE COMMITTEE AND OTHER COMMITTEES

      3.1 How Constituted. The Board of Directors may designate one or more
Committees, including an Executive Committee, each such Committee to consist of
such number of Directors as from time to time may be fixed by the Board of
Directors. The Board of Directors may designate one or more directors as
alternate members of any such Committee, who may replace any absent or
disqualified member or members at any meeting of such Committee. In addition,
unless the Board of Directors has so designated an alternate member of such
Committee, in the absence or disqualification of a member of such Committee, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he, she 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. Thereafter, members (and
alternate members, if any) of each such Committee may be designated at the
annual meeting of the Board of Directors. Any such Committee may be abolished or
redesignated from time to time by the Board of Directors. Each member (and each
alternate member) of any such Committee (whether designated at an annual meeting
of the Board of Directors or to fill a vacancy or otherwise) shall hold office
until his or her successor shall have been designated or until he or she shall
cease to be a Director, or until his or her earlier death, resignation or
removal.

      3.2 Powers. During the intervals between the meetings of the Board of
Directors, the Executive Committee, if created by the Board of Directors, and
except as otherwise provided in this section, shall have and may exercise all
the powers and authority of the Board of Directors in the management of the
property, affairs and business of the Corporation, including the power to
declare dividends. Each such other Committee shall have and may exercise such
powers of the Board of Directors as may be provided by resolution of the Board,
provided, that neither the Executive Committee nor any such other Committee
shall have the power or authority to (i) approve or adopt, or recommend to the
stockholders, any action or matter expressly required by the General Corporation
Law to be submitted to stockholders for approval or (ii) adopt, amend or repeal
any of these Bylaws. The Executive Committee shall have, and any such other
Committee may be granted by the Board of Directors, power to authorize the seal
of the Corporation to be affixed to any or all papers which may require it.

      3.3 Quorum; Voting. Except as may be otherwise provided in the resolution
creating such Committee, at all meetings of any Committee the presence of
members (or alternate members) constituting a majority of the total authorized
membership of such Committee shall constitute a quorum for the transaction of
business. The act of a majority of the members present at any meeting at which a
quorum is present shall be the act of such Committee.

      3.4 Action without a Meeting. Any action required or permitted to be taken
at any meeting of any such Committee may be taken without a meeting, if all
members of such Committee shall consent to such action in writing and such
writing or writings are filed with the minutes of the proceedings of the
Committee.

      3.5 Regulations; Manner of Acting. Each such Committee may fix its own
rules of

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<PAGE>

procedure and may meet at such place (within or without the State of Delaware),
at such time and upon such notice, if any, as it shall determine from time to
time. Each such Committee shall keep minutes of its proceedings and shall report
such proceedings to the Board of Directors at the meeting of the Board of
Directors next following any such proceeding. The members of any such Committee
shall act only as a Committee, and the individual members of such Committee
shall have no power as such.

      3.6 Action by Telephonic Communications. Members of any Committee
designated by the Board of Directors may participate in a meeting of such
Committee by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this provision shall constitute
presence in person at such meeting.

      3.7 Resignation. Any member (and any alternate member) of any Committee
may resign at any time by delivering a written notice of resignation, signed by
such member, to the Chairman or the Chief Executive Officer (or to the
President, if there is no Chief Executive Officer). Unless otherwise specified
therein, such resignation shall take effect upon delivery.

      3.8 Removal. Any member (any alternate member) of any Committee may be
removed at any time, with or without cause, by resolution adopted by a majority
of the whole Board of Directors.

      3.9 Vacancies. If any vacancy shall occur in any Committee, by reason of
death, resignation, removal or otherwise, the remaining members (and any
alternate members) shall continue to act, and any such vacancy may be filled by
the Board of Directors or the remaining members of the Committee as provided in
Section 3.1 hereof.

                                    ARTICLE 4

                                    OFFICERS

      4.1 Titles. The officers of the Corporation shall be chosen by the Board
of Directors and shall be a President, one or more Vice Presidents, a Secretary
and a Treasurer. The Board of Directors also may elect one or more Assistant
Secretaries and Assistant Treasurers in such numbers as the Board of Directors
may determine, and may also elect a Chairman of the Board, one or more Vice
Chairmen of the Board, a Chief Executive Officer, a Chief Financial Officer and
a General Counsel, and such other officers as it may from time to time
designate. Any number of offices may be held by the same person. No officer need
be a Director of the Corporation.

      4.2 Election. Unless otherwise provided in the resolution by the Board of
Directors electing any officer, each officer shall hold office until his or her
successor is elected and qualified or until his or her earlier death,
resignation or removal. Any vacancy occurring in any office of the Corporation
by death, resignation, removal or otherwise may be filled by the Board of
Directors at any regular or special meeting or by unanimous written consent.

      4.3 Salaries. The salaries of all officers of the Corporation shall be
fixed by the Board of Directors.

                                       10
<PAGE>

      4.4 Removal and Resignation; Vacancies. Any officer may be removed with or
without cause at any time by the Board of Directors. Any officer may resign at
any time by delivering a written notice of resignation, signed by such officer,
to the Board of Directors or the Chief Executive Officer (or to the President,
if there is no Chief Executive Officer). Unless otherwise specified therein,
such resignation shall take effect upon delivery. Any vacancy occurring in any
office of the Corporation by death, resignation, removal or otherwise, shall be
filled by the Board of Directors.

      4.5 Authority and Duties. The officers of the Corporation shall have such
authority and shall exercise such powers and perform such duties as may be
specified in these Bylaws, except that in any event each officer shall exercise
such powers and perform such duties as may be required by law.

      4.6 Powers and Duties. The officers of the Corporation shall have such
powers and duties in the management of the Corporation as shall be stated in
these Bylaws or in a resolution of the Board of Directors which is not
inconsistent with these Bylaws and, to the extent not so stated, as generally
pertain to their respective offices, subject to the control of the Board of
Directors. The Secretary shall have the duty to record the proceedings of the
meetings of the stockholders, the Board of Directors and any committees in a
book to be kept for that purpose.

      4.7 Security. The Board of Directors may direct that the Corporation
secure the fidelity of any or all of its officers or agents by bond or
otherwise.

                                    ARTICLE 5

                                  CAPITAL STOCK

      5.1 Certificates of Stock, Uncertificated Shares. The shares of the
Corporation shall be represented by certificates, provided that the Board of
Directors may provide by resolution that some or all of any or all classes or
series of the stock of the Corporation shall be uncertificated shares. Any such
resolution shall not apply to shares represented by a certificate until each
certificate is surrendered to the Corporation. Notwithstanding the adoption of
such a resolution by the Board of Directors, every holder of stock in the
Corporation represented by certificates and upon request every holder of
uncertificated shares shall be entitled to have a certificate signed by, or in
the name of the Corporation, by the Chairman of the Board, President or a Vice
President, and by the Treasurer or an Assistant Treasurer, or the Secretary or
an Assistant Secretary, representing the number of shares registered in
certificate form. Such certificate shall be in such form as the Board of
Directors may determine, to the extent consistent with applicable law, the
Restated Certificate of Incorporation and these Bylaws.

      5.2 Signatures; Facsimile. All of such signatures on the certificate may
be a facsimile, engraved or printed, to the extent permitted by law. 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 or she were such
officer, transfer agent or registrar at the date of issue.

                                       11
<PAGE>

      5.3 Lost, Stolen or Destroyed Certificates. The Secretary of the
Corporation may cause a new certificate of stock or uncertificated shares in
place of any certificate therefor issued by the Corporation, alleged to have
been lost, stolen or destroyed, upon delivery to the Secretary of an affidavit
of the owner or owners of such certificate, or his, her or their legal
representative setting forth such allegation. The Secretary may require the
owner or owners of such lost, stolen or destroyed certificate, or his, her or
their legal representative, to give the Corporation a bond sufficient to
indemnify it against any claim that may be made against it on account of the
alleged loss, theft or destruction of any such certificate or the issuance of
any such new certificate or uncertificated shares.

      5.4 Transfer of Stock. Upon surrender to the Corporation or the transfer
agent of the Corporation of a certificate for shares, duly endorsed or
accompanied by appropriate evidence of succession, assignment or authority to
transfer, the Corporation shall issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
Within a reasonable time after the transfer of uncertificated stock, the
Corporation shall send to the registered owner thereof a written notice
containing the information required to be set forth or stated on certificates
pursuant to Section 151, 156, 202(a) or 218(a) of the General Corporation Law.
Subject to the provisions of the Restated Certificate of Incorporation, the
Shareholders' Agreement and these Bylaws, the Board of Directors may prescribe
such additional rules and regulations as it may deem appropriate relating to the
issue, transfer and registration of shares of the Corporation.

      5.5 Record Date. In order to determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, or
entitled to express consent to corporate action in writing without a meeting, or
entitled to receive payment of any dividend or other distribution or allotment
of any rights, or entitled to exercise any rights in respect of any change,
conversion or exchange of stock or for the purpose of any other lawful action,
the Board of Directors may fix, in advance, a record date, which shall not be
more than 60 nor less than ten days before the date of such meeting, nor more
than 60 days prior to any other action. A determination of stockholders of
record entitled to notice of or to vote at a meeting of stockholders shall apply
to any adjournment of the meeting, provided, however, that the Board of
Directors may fix a new record date for the adjourned meeting.

      5.6 Registered Stockholders. Prior to due surrender of a certificate for
registration of transfer, the Corporation may treat the registered owner as the
person exclusively entitled to receive dividends and other distributions, to
vote, to receive notice and otherwise to exercise all the rights and powers of
the owner of the shares represented by such certificate, and the Corporation
shall not be bound to recognize any equitable or legal claim to or interest in
such shares on the part of any other person, whether or not the Corporation
shall have notice of such claim or interest. Whenever any transfer of shares
shall be made for collateral security, and not absolutely, it shall be so
expressed in the entry of the transfer if, when the certificates are presented
to the Corporation for transfer or uncertificated shares are requested to be
transferred, both the transferor and transferee request the Corporation to do
so.

      5.7 Transfer Agent and Registrar. The Board of Directors may appoint one
or more transfer agents and registrars, and may require all certificates
representing shares to bear the signature of any such transfer agents or
registrars.

                                       12
<PAGE>

                                    ARTICLE 6

                                     OFFICES

      6.1 Offices. The Corporation may maintain offices or places of business at
such other locations within or without the State of Delaware as the Board of
Directors may from time to time determine or as the business of the Corporation
may require.

                                    ARTICLE 7

                               GENERAL PROVISIONS

      7.1 Dividends. Subject to any applicable provisions of law and the
Restated Certificate of Incorporation, dividends upon the shares of the
Corporation may be declared by the Board of Directors at any regular or special
meeting of the Board of Directors and any such dividend may be paid in cash,
property, or shares of the Corporation.

      7.2 Reserves. There may be set aside out of any funds of the Corporation
available for dividends such sum or sums as the Board of Directors from time to
time, in its absolute discretion, thinks proper as a reserve or reserves to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the Corporation or for such other purpose as the Board of Directors
shall think conducive to the interest of the Corporation, and the Board of
Directors may similarly modify or abolish any such reserve.

      7.3 Execution of Instruments. The Chief Executive Officer, President, any
Vice President, the Secretary or the Treasurer may enter into any contract or
execute and deliver any instrument in the name and on behalf of the Corporation.
The Board of Directors or the President may authorize any other officer or agent
to enter into any contract or execute and deliver any instrument in the name and
on behalf of the Corporation. Any such authorization may be general or limited
to specific contracts or instruments.

      7.4 Corporate Indebtedness. No loan shall be contracted on behalf of the
Corporation, and no evidence of indebtedness shall be issued in its name, unless
authorized by the Board of Directors. Such authorization may be general or
confined to specific instances. Loans so authorized may be effected at any time
for the Corporation from any bank, trust company or other institution, or from
any firm, corporation or individual. All bonds, debentures, notes and other
obligations or evidences of indebtedness of the Corporation issued for such
loans shall be made, executed and delivered as the Board of Directors shall
authorize. When so authorized by the Board of Directors, any part of or all the
properties, including contract rights, assets, business or good will of the
Corporation, whether then owned or thereafter acquired, may be mortgaged,
pledged, hypothecated or conveyed or assigned in trust as security for the
payment of such bonds, debentures, notes and other obligations or evidences of
indebtedness of the Corporation, and of any interest thereon, by instruments
executed and delivered in the name of the Corporation.

      7.5 Deposits. Any funds of the Corporation may be deposited from time to
time in such banks, trust companies or other depositaries as may be determined
by the Board of

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<PAGE>

Directors or the Chief Executive Officer (or to the President, if there is no
Chief Executive Officer), or by such officers or agents as may be authorized by
the Board of Directors or the Chief Executive Officer (or to the President, if
there is no Chief Executive Officer) to make such determination.

      7.6 Checks. All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers or such agent or agents of the
Corporation, and in such manner, as the Board of Directors or the Chief
Executive Officer (or to the President, if there is no Chief Executive Officer)
from time to time may determine.

      7.7 Sale, Transfer, etc. of Securities. To the extent authorized by the
Board of Directors or by the President, any Vice President, the Secretary or the
Treasurer or any other officers designated by the Board of Directors or the
President may sell, transfer, endorse, and assign any shares of stock, bonds or
other securities owned by or held in the name of the Corporation, and may make,
execute and deliver in the name of the Corporation, under its corporate seal,
any instruments that may be appropriate to effect any such sale, transfer,
endorsement or assignment.

      7.8 Voting as Stockholder. Unless otherwise determined by resolution of
the Board of Directors, the Chief Executive Officer (or to the President, if
there is no Chief Executive Officer) or any Vice President shall have full power
and authority on behalf of the Corporation to attend any meeting of stockholders
of any corporation in which the Corporation may hold stock, and to act, vote (or
execute proxies to vote) and exercise in person or by proxy all other rights,
powers and privileges incident to the ownership of such stock. Such officers
acting on behalf of the Corporation shall have full power and authority to
execute any instrument expressing consent to or dissent from any action of any
such corporation without a meeting. The Board of Directors may by resolution
from time to time confer such power and authority upon any other person or
persons.

      7.9 Fiscal Year. The fiscal year of the Corporation shall commence on the
first day of January of each year (except for the Corporation's first fiscal
year which shall commence on the date of incorporation) and shall end in each
case on December 31.

      7.10 Seal. The seal of the Corporation shall be circular in form and shall
contain the name of the Corporation, the year of its incorporation and the words
"Corporate Seal" and "Delaware". The form of such seal shall be subject to
alteration by the Board of Directors. The seal may be used by causing it or a
facsimile thereof to be impressed, affixed or reproduced, or may be used in any
other lawful manner.

      7.11 Books and Records. Except to the extent otherwise required by law,
the books and records of the Corporation shall be kept at such place or places
within or without the State of Delaware as may be determined from time to time
by the Board of Directors.

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<PAGE>

                                    ARTICLE 8

                               AMENDMENT OF BYLAWS

      8.1 Amendment. Except as otherwise provided by law, these Bylaws may be
adopted, amended or repealed:

      (a) by resolution adopted by a majority of the Board of Directors at any
special or regular meeting of the Board if, in the case of such special meeting
only, notice of such adoption, amendment or repeal is contained in the notice or
waiver of notice of such meeting; or

      (b) at any regular or special meeting of the stockholders, provided notice
of such adoption, amendment or repeal is contained in reasonable detail in the
notice or waiver of notice of such meeting.

                                    ARTICLE 9

                                  CONSTRUCTION

      9.1 Construction. In the event of any conflict between the provisions of
these Bylaws as in effect from time to time and the provisions of the Restated
Certificate of Incorporation as in effect from time to time, the provisions of
the Restated Certificate of Incorporation shall be controlling.

                                       15