<PAGE>

 
                                                                       EXHIBIT 3


                          AMENDED AND RESTATED BYLAWS

                                      OF

                        PACIFIC GATEWAY EXCHANGE, INC.
<PAGE>
 
                                     INDEX
Section                                                               Page
                                  ARTICLE I 
                                 STOCKHOLDERS
<TABLE>
<S>          <C>                                                      <C>
Section 1.1  Annual meeting........................................    1
Section 1.2  Special Meetin........................................    1
Section 1.3  Notice of Meetings....................................    1
Section 1.4  Quorum................................................    1
Section 1.5  Conduct of the Stockholders' Meeting..................    2
Section 1.6  Conduct of Business...................................    2
Section 1.7  Notice of Stockholder Business........................    2
Section 1.8  Proxies and Voting....................................    2
Section 1.9  Stock List............................................    3
Section 1.10 Stockholder Action by Written Consent.................    3

                                  ARTICLE II 
                              BOARD OF DIRECTORS

Section 2.1  Number and Term of Office.............................    3
Section 2.2  Vacancies and Newly Created Directorships.............    3
Section 2.3  Removal...............................................    4
Section 2.4  Regular Meetings......................................    4
Section 2.5  Special Meetings......................................    4
Section 2.6  Quorum................................................    4
Section 2.7  Participation in Meetings by Conference Telephone.....    4
Section 2.8  Conduct of Business...................................    4
Section 2.9  Powers................................................    4
Section 2.10 Compensation of Directors.............................    5
Section 2.11 Nomination of Director Candidates.....................    5

                                 ARTICLE III 
                                  COMMITTEES

Section 3.1 Committees of the Board of Directors...................    6
Section 3.2 Conduct of Business....................................    6

                                  ARTICLE IV 
                                   OFFICERS
 
Section 4.1 Generally..............................................    6
Section 4.2 Chairman of the Board..................................    6
Section 4.3 President..............................................    6
Section 4.4 Vice President.........................................    6 
</TABLE>
<PAGE>
 
<TABLE>

<S>         <C>                                                      <C>
Section 4.5 Treasurer...............................................   7
Section 4.6 Secretary...............................................   7
Section 4.7 Delegation of Authority.................................   7
Section 4.8 Removal.................................................   7
Section 4.9 Action With Respect to Securities of 
            other Corporations......................................   7

                                   ARTICLE V
                                     STOCK

Section 5.1 Certificates of Stock...................................   7
Section 5.2 Transfers of Stock......................................   7
Section 5.3 Record Date.............................................   7
Section 5.4 Lost, Stolen or Destroyed Certificates..................   7
Section 5.5 Regulations.............................................   8

                                  ARTICLE VI
                                    NOTICES

Section 6.1 Notices.................................................   8
Section 6.2 Waivers.................................................   8

                                  ARTICLE VII
                                 MISCELLANEOUS

Section 7.1 Facsimile Signatures.....................................  8
Section 7.2 Corporate Seal...........................................  8
Section 7.3 Reliance Upon Books, Reports and Records.................  8
Section 7.4 Fiscal Year..............................................  8
Section 7.5 Time Periods.............................................  8

                                  ARTICLE VIII
                   INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 8.1 Right to Indemnification.................................  9
Section 8.2 Right of Claimant to Bring Suit..........................  9
Section 8.3 Non-Exclusivity of Rights................................ 10
Section 8.4 Indemnification Contracts................................ 10
Section 8.5 Insurance................................................ 10
Section 8.6 Effect of Amendment...................................... 10

                                  ARTICLE IX 
                                  AMENDMENTS

                                        
Section 9.1 Amendment of Bylaws...................................... 10
</TABLE> 
<PAGE>
 
                        PACIFIC GATEWAY EXCHANGE, INC.

                            A DELAWARE CORPORATION

                          AMENDED AND RESTATED BYLAWS


                                   ARTICLE I
                                   ---------

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

     Section 1.1   Annual meeting.  An annual meeting of the stockholders, for
     -----------   --------------                                             
the election of directors to succeed those whose terms expire and for the
transaction of such other business as may properly come before the meeting,
shall be held at such place, on such date, and at such time as the Board of
Directors shall each year fix, which date shall be within thirteen subsequent to
the later of the date of incorporation or the last annual meeting of
stockholders.

     Section 1.2  Special Meetings.  Special meetings of the stockholders, for
     -----------  ----------------                                            
any purpose or purposes prescribed in the notice of the meeting, may be called
only (i) by the Board of Directors pursuant to a resolution adopted by a
majority of the total number of authorized directors (whether or not there
exists any vacancies in previously authorized directorships at the time any such
resolution is presented to the Board of Directors for adoption) or (ii) by the
holders of not less than 50% of all shares entitled to cast votes at the
meeting, voting together as a single class and shall be held at such place, on
such date, and at such time as they shall fix.  Business transacted at special
meetings shall be confined to the purpose or purposes stated in the notice.

     Section 1.3  Notice of Meetings.  Written notice of the place, date, and
     -----------  ------------------                                         
time of all meetings of the stockholders shall be given, not less than ten (10)
nor more than sixty (60) days before the date on which the meeting is to be
held, to each stockholder entitled to vote at such meeting, except as otherwise
provided herein or required by law (meaning, here and hereinafter, as requited
from time to time by the Delaware General Corporation Law or the Certificate of
Incorporation of the Corporation).

     When a meeting is adjourned to another place, date or time, written notice
need not be given of the adjourned meeting if the place, date and time thereof
are announced at the meeting at which the adjournment is taken; provided,
however, that if the date of any adjourned meeting is more than thirty (30) days
after the date for which the meeting was originally noticed, or if a new record
date is fixed for the adjourned meeting, written notice of the place, date, and
time of the adjourned meeting shall be given in conformity herewith.  At any
adjourned meeting, any business may be transacted which might have been
transacted at the original meeting.

     Section 1.4  Quorum.  At any meeting of the stockholders, the holders of a
     -----------  ------                                                       
majority of all of the shares of the stock entitled to vote at the meeting,
present in person or by the proxy, shall constitute a quorum for all purposes,
unless or except to the extent that the presence of a larger number may be
required by law.

     If a quorum shall fail to attend any meeting, the chairman of the meeting
or the holders of a majority of the shares of stock entitled to vote who are
present, in person or by proxy, may adjourn the meeting to another place, date
or, time.

     If a notice of any adjourned special meeting of stockholders is sent to all
stockholders entitled to vote thereat, stating that it will be held with those
present constituting quorum, then except as otherwise required by law, those
present at such adjourned meeting shall constitute a quorum, and all matters
shall be determined by a majority of the votes cast at such meeting.

                                       1
<PAGE>
 
     Section 1.5  Conduct of the Stockholders' Meeting.  At every meeting of the
     -----------  ------------------------------------                          
stockholders, the Chairman, if there is such an officer, or if not, the
President of the Corporation, or in the absence the Vice President designated by
the President, or in the absence of such designation any Vice President, or in
the absence of the President or any Vice President, a chairman chosen by the
majority of the voting shares represented in person or by proxy, shall act as
Chairman.  The Secretary of the Corporation or a person designated by the
Chairman shall act as Secretary of the meeting.  Unless otherwise approved by
the Chairman, attendance at the stockholders' meeting is restricted to
stockholders of record, person authorized in accordance with Section 8 of these
                                             ----------      -------           
Bylaws to act by proxy, and officers of the Corporation.

     Section 1.6  Conduct of Business.  The Chairman shall call the meeting to
     -----------  -------------------                                         
order, establish the agenda, and conduct the business of the meeting in
accordance therewith or, at the Chairman's discretion, it may be conducted
otherwise in accordance with the wishes of the stockholders in attendance.  The
date and time of the opening and closing of the polls for each matter upon which
the stockholders will vote at the meeting shall be announced at the meeting.

     The chairman shall also conduct the meeting in an orderly manner, rule on
the precedence of and procedure on, motions and other procedural matters, and
exercise discretion with respect to such procedural matters with fairness and
good faith toward all those entitled to take part.  The Chairman may impose
reasonable limits on the amount of time taken up at the meeting on discussion in
general or on remarks by any one stockholder.  Should any person in attendance
become unruly or obstruct the meeting proceedings, the Chairman shall have the
power to have such person removed from participation.  Notwithstanding anything
in the Bylaws to the contrary, no business shall be conducted at a meeting
except in accordance with the procedures set forth in this Section 1.6 and
Section 1.7, below.   The Chairman of a meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting and in accordance with the provisions of this Section 1.6 and
Section 1.7, and if he should so determine, he shall so declare to the meeting
and any such business not properly brought before the meeting shall not be
transacted.

     Section 1.7  Notice of Stockholder Business.  At an annual or special
     -----------  ------------------------------                          
meeting of the stockholders, only such business shall be conducted as shall have
been properly brought before the meeting.  To be properly brought before a
meeting, business must be (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors, (b)
properly brought before the meeting by or at the direction of the Board of
Directors, (c) properly brought before an annual meeting by a stockholder, or
(d) properly brought before a special meeting by a stockholder, but if, and only
if, the notice of a special meeting provides for business to be brought before
the meeting by stockholders.  For business to be properly brought before a
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
proposal to be presented at an annual  meeting shall be received at the
Corporation's principal executive offices not less than 120 calendar days in
advance of the date that the Corporation's (or the Corporation's predecessor's)
proxy statement was released to stockholders in connection with the previous
year's annual meeting of stockholders, except that if no annual meeting was held
in the previous year or the date of the annual meeting has been changed by more
than 30 calendar days from the date contemplated at the time of the previous
year's proxy statement, or in the event of a special meeting, notice by the
stockholder to be timely must be received not later than the close of business
on the tenth day following the day on which such notice of the date of the
meeting was mailed or such public disclosure as made.  A stockholder's notice to
the Secretary shall set forth as to each matter the stockholder proposes to
bring before the annual or special meeting (a) a brief description of the
business desired to be brought before the annual or special meeting and the
reasons for conducting such business at the special meeting, (b) the name and
address, as they appear on the Corporation's books, of the stockholder proposing
such business, (c) the class and number of shares of the Corporation which are
beneficially owned by the stockholder, and (d) any material interest of the
stockholder in such business.

     Section 1.8  Proxies and Voting.  At any meeting of the stockholders, every
     -----------  ------------------                                            
stockholder entitled to vote

                                       2
<PAGE>
 
may vote in person or by proxy authorized by an instrument in writing or by a
transmission permitted by law filed in accordance with the procedure established
for the meeting. No stockholder may authorize more than one proxy for his
shares.

     Each stockholder shall have one vote for every share of stock entitled to
vote which is registered in his or her name on the record date for the meeting,
except as otherwise provided herein or required by law.

     All voting, including on the election of directors but except where
otherwise required by law, may be by a voice vote; provided, however, that upon
demand therefor by a stockholder entitled to vote or his or her proxy, a stock
vote shall be taken.  Every stock vote shall be taken by ballots, each of which
shall state the name of the stockholder or proxy voting and such other
information as may be required under the procedure established for the meeting.
Every vote taken by ballots shall be counted by an inspector or inspectors
appointed by the chairman of the meeting.

     All elections shall be determined by a plurality of the votes cast, and
except as otherwise required by law, all other matters shall be determined by a
majority of the votes cast.

     Section 1.9  Stock List.  A complete list of stockholders entitled to vote
     -----------  ----------                                                   
at any meeting of stockholders, arranged in alphabetical order for each class of
stock and showing the address of each such stockholder and the number of shares
registered in his or her name, shall be open to the examination of any such
stockholder, for any purpose germane to the meeting, during ordinary business
hours for a period of at least ten (10) 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 stock list shall also be kept at the place of the meeting during the
whole time thereof and shall be open to the examination of any such stockholder
who is present.  This list shall presumptively determine the identity of the
stockholders entitled to vote at the meeting and the number of shares held by
each of them.

     Section 1.10  Stockholder Action by Written Consent.  Any action which may
     ------------  -------------------------------------                       
be taken at any annual or special meeting of stockholders may be taken without a
meeting and without prior notice, if a consent in writing, setting forth the
actions so taken, is signed by the holders of outstanding shares having not less
than the minimum number of votes which would be necessary to authorize or take
such action at a meeting at which all shares entitled to vote thereon were
present and voted.  All such consents shall be filed with the secretary of the
Corporation and shall be maintained in the corporate records.  Prompt notice of
the taking of a corporate action without a meeting by less than unanimous
written consent shall be given to those stockholders who have not consented in
writing.

                                   ARTICLE II
                                   ----------

                               BOARD OF DIRECTORS
                               ------------------

     Section 2.1  Number and Term of Office.  The number of directors shall
     -----------  -------------------------                                
initially be five (5) and, thereafter, shall be fixed from time to time
exclusively by the Board of Directors pursuant to a resolution adopted by a
majority of the total number of authorized directors (whether or not there exist
any vacancies in previously authorized directorships at the time any such
resolution is presented to the Board for adoption).  All directors shall hold
office until the expiration of the term for they which elected and until their
respective successors are elected, except in the case of the death, resignation
or removal of any director.

     Section 2.2  Vacancies and Newly Created Directorships.  Newly created
     -----------  -----------------------------------------                
directorships resulting from any increase in the authorized number of directors
or any vacancies in the Board of Directors resulting from death, resignation,
retirement, disqualification or other causes (other than removal from office by
a vote of the

                                       3
<PAGE>
 
stockholders) may be filled only by a majority vote of the directors then in
office, though less than a quorum, and directors so chosen shall hold office for
a term expiring at the next annual meeting of stockholders. No decrease in the
number of directors constituting the Board of Directors shall shorten the term
of any incumbent director.

     Section 2.3  Removal.  Subject to the rights of holders of any series of
     -----------  -------                                                    
Preferred Stock then outstanding, any directors, or the entire Board of
Directors, may be removed from office at any time, with or without cause, but
only by the affirmative vote of the holders of at least a majority of the voting
power of all of the then outstanding shares of capital stock of the Corporation
entitled to vote generally in the election of directors, voting together as a
single class.  Vacancies in the Board of Directors resulting from such removal
may be filled by a majority of the directors then in office, though less than a
quorum, or by the stockholders as provided in Article II, Section 2.2 above.
Directors so chosen shall hold office until the new annual meeting of
stockholders.

     Section 2.4  Regular Meetings.  Regular meetings of the Board of Directors
     -----------  ----------------                                             
shall be held at such place or places, on such date or dates, and at such time
or times as shall have been established by the Board of Directors and publicized
among all directors.  A notice of each regular meeting shall not be required.

     Section 2.5  Special Meetings.  Special meetings of the Board of Directors
     -----------  ----------------                                             
may be called by one-third of the directors then in office (rounded up to the
nearest whole number) or by the chief executive officer and shall be held at
such place, on such date, and at such time as they or he or she shall fix.
Notice of the place, date, and time of each such special meeting shall be given
each director by whom it is not waived by mailing written notice not fewer than
five (5) days before the meeting or by telegraphing or personally delivering the
same not fewer than twenty-four (24) hours before the meeting.  Unless otherwise
indicated in the notice thereof, any and all business may be transacted at a
special meeting.

     Section 2.6  Quorum.  At any meeting of the Board of Directors, a majority
     -----------  ------                                                       
of the total number of authorized directors shall constitute a quorum for all
purposes.  If a quorum shall fail to attend any meeting, a majority of those
present may adjourn the meeting to another place, date, or time, without further
notice or waiver thereof.

     Section 2.7 Participation in Meetings by Conference Telephone.  Members of
     ----------- -------------------------------------------------             
the Board of Directors, or of any committee thereof, may participate in a
meeting of such Board or committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other and such participation shall constitute presence in
person at such meeting.

     Section 2.8 Conduct of Business.  At any meeting of the Board of Directors,
     ----------- -------------------                                            
business shall be transacted in such order and manner as the Board may from time
to time determine, and all matters shall be determined by the vote of a majority
of the directors present, except as otherwise provided herein or requited by
law.  Action may be taken by the Board of Directors without a meeting if all
members thereof consent thereto in writing, and the writing or writings are
filed with the minutes of proceedings of the Board of Directors.

     Section 2.9 Powers.  The Board of Directors may, except as otherwise
     ----------- ------                                                  
required by law, exercise all such powers and do all such acts and things as may
be exercised or done by the Corporation, including, without limiting the
generality of the foregoing, the unqualified power:

     (1) To declare dividends from time to time in accordance with law;

     (2) To purchase or otherwise acquire any property, rights or privileges on
such terms as it shall determine;

     (3) To authorize the creation, making and issuance, in such form as it may
determine, of written obligations of every kind, negotiable or non-negotiable,
secured or unsecured, and to do all things necessary in connection therewith;

                                       4
<PAGE>
 
     (4) To remove any officer of the Corporation with or without cause, and
from time to time to devolve the powers and duties of any officer upon any other
person for the time being;
     (5) To confer upon any officer of the Corporation the power to appoint,
remove and suspend subordinate officers, employees and agents;

     (6) To adopt from time to time such stock, option, stock purchase, bonus or
other compensation plans for directors, officers, employees and agents of the
Corporation and its subsidiaries as it may determine;

     (7) To adopt from time to time such insurance, retirement, and other
benefit plans for directors, officers,

employees and agents of the Corporation and its subsidiaries as it may
determine; and

     (8) To adopt from time to time regulations, not inconsistent with these
bylaws, for the management of the Corporation's business and affairs.

     Section 2.10  Compensation of Directors.  Directors, as such, may receive,
     ------------  -------------------------                                   
pursuant to resolution of the Board of Directors, fixed fees and other
compensation for their services as directors, including, without limitation,
their services as members of committees of the Board of Directors.

     Section 2.11 Nomination of Director Candidates.  Subject to the rights of
     ------------ ---------------------------------                           
holders of any class or series of Preferred Stock then outstanding, nominations
for the election of Directors may be made by the Board of Directors or a proxy
committee appointed by the Board of Directors or by any stockholder entitled to
vote in the election of Directors generally.  However, any stockholder entitled
to vote in the election of Directors generally may nominate one or more persons
for election as Directors at a meeting only if timely notice of such
stockholder's intent to make such nomination or nominations has been given in
writing to the Secretary of the Corporation.  To be timely, a stockholder
nomination for a director to be elected at an annual meeting shall be received
at the Corporation's principal executive offices not less than 120 calendar days
in advance of the date that the Corporation's (or the Corporation's
Predecessor's) Proxy statement was released to stockholders in connection with
the previous year's annual meeting of stockholders, except that if no annual
meeting was held in the previous year or the date of the annual meeting has been
changed by more than 30 calendar days from the date contemplated at the time of
the previous year's proxy statement, or in the event of a nomination for
director to be elected at a special meeting, notice by the stockholders to be
timely must be received not later than the close of business on the tenth day
following the day on which such notice of the date of the special meeting was
mailed or such public disclosure was made.  Each such notice shall set forth:
(a) the name and address of the stockholder who intends to make the nomination
and of the person or persons to be nominated; (b) a representation that the
stockholder is a holder of record of stock of the Corporation entitled to vote
for the election of Directors on the date of such notice and intends to appear
in person or by proxy at the meeting to nominate the person or persons specified
in the notice; (c) a description of all arrangements or understandings between
the stockholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to be
made by the stockholder; (d) such other information regarding each nominee
proposed by such stockholder as would be required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and Exchange
Commission, had the nominee be nominated, or intended to be nominated, by the
Board of Directors; and (e) the consent of each nominee to serve as a director
of the Corporation if so elected.

     In the event that a person is validly designated as a nominee in accordance
with this Section 2.11 and shall thereafter become unable or unwilling to stand
for election to the Board of Directors, the Board of Directors or the
stockholder who proposed such nominee, as the case may be, may designate a
substitute nominee upon delivery, not fewer than five days prior to the date of
the meeting for the election of such nominee, of a written notice to the
Secretary setting forth such information regarding such substitute nominee as
would have been required to be delivered to the Secretary pursuant to this
Section 2.11 had such substitute nominee been initially proposed as a nominee.
Such notice shall include a signed consent to serve as a director of the
Corporation, if elected, of each such substitute nominee.

     If the chairman of the meeting for the election of Directors determines
that a nomination of any

                                       5
<PAGE>
 
candidate for election as a Director at such meeting
was not made in accordance with the applicable provisions of this Section 2.11,
such nomination shall be void; provided, however, that nothing in this Section
2.11 shall be deemed to limit any voting rights upon the occurrence of dividend
arrearage provided to holders of Preferred Stock pursuant to the Preferred Stock
designation for any series of Preferred Stock.

                                  ARTICLE III
                                  -----------

                                   COMMITTEES
                                   ----------

     Section 3.1 Committees of the Board of Directors.  The Board of Directors,
     ----------- ------------------------------------                          
by a vote of a majority of the whole Board, may from time to time designate
committees of the Board, with such lawfully delegable powers and duties as it
thereby confers, to serve at the pleasure of the Board and shall, for those
committees and any others provided for herein, elect a director or directors to
serve as the member or members, designating, if it desires, other directors as
alternate members who may replace any absent or disqualified member at any
meeting of the committee.  Any committee so designated may exercise the power
and authority of the Board of Directors to declare a dividend, to authorize the
issuance of stock or to adopt a certificate of ownership and merger pursuant to
Section 253 of the Delaware General Corporation Law if the resolution which
designates the committee or a supplemental resolution of the Board of Directors
shall so provide.  In the absence or disqualification of any member of any
committee and any alternate member in his place, the member or members of the
committee present at the meeting and not disqualified from voting, whether or
not he or she or they constitute a quorum, may by unanimous vote appoint another
member of the Board of Directors to act at the meeting in the place of the
absent or disqualified member.

     Section 3.2 Conduct of Business.  Each nominee may determine the procedural
     ----------- -------------------                                            
rules for meeting and conducting its business and shall act in accordance
therewith, except as otherwise provided herein or required by law.  Adequate
provision shall be made for notice to members of all meetings; one-third of the
authorized members shall constitute a quorum unless the committee shall consist
of one or two members, in which event one member shall constitute a quorum; and
all matters shall be determined by a majority vote of the members present.
Action may be taken by any committee without a meeting if all members thereof
consent thereto in writing, and the writing or writings are filed with the
minutes of the proceedings of such committee.

                                   ARTICLE IV
                                   ----------

                                    OFFICERS
                                    --------

     Section 4.1 Generally.  The officers of the Corporation shall consist of a
     ----------- ---------                                                     
President, one or more Vice Presidents, a Secretary and a Treasurer.  The
Corporation may also have, at the discretion of the Board of Directors, a
Chairman of the Board and such other officers as may from time to time be
appointed by the Board of Directors.  Officers shall be elected by the Board of
Directors, which shall consider that subject at its first meeting after every
annual meeting of stockholders.  Each officer shall hold office until his or her
successor is elected and qualified or until his or her earlier resignation or
removal.  The Chairman of the Board, if there shall be such an officer, and the
President shall each be members of the Board of Directors.  Any number of
offices may be held by the same person.

     Section 4.2 Chairman of the Board.  The Chairman of the Board, if there
     ----------- ---------------------                                      
shall be such an officer, shall, if present, preside at all meetings of the
Board of Directors, and exercise and perform such other powers and duties as may
be from time to time assigned to him by the Board of Directors or prescribed by
these bylaws.

     Section 4.3 President.  The President shall be the chief executive officer
     ----------- ---------                                                     
of the Corporation.  Subject to the provisions of these bylaws and to the
direction of the Board of Directors, he or she shall have the responsibility for
the general management and control of the business and affairs of the
Corporation and shall 

                                       6
<PAGE>
 
perform all duties and have all powers which are commonly incident to the office
of chief executive or which been delegated to him or her by the Board of
Directors. He or she shall have power to sign all stock certificates, contracts
and other instruments of the Corporation which are authorized and shall have
general supervision and direction of all of the other officers, employees and
agents of the Corporation.

       Section 4.4   Vice President.  Each Vice President shall have such powers
       -----------   --------------                                             
and duties as may be delegated to him or her by the Board of Directors.  One
Vice President shall be designated by the Board to perform the duties and
exercise the powers of the President in the event of the President's absence or
disability.

     Section 4.5   Treasurer.  Unless otherwise designated by the board of
     -----------   ---------                                              
Directors, the Chief Financial Officer of the Corporation shall be the
Treasurer.  The Treasurer shall have the responsibility for maintaining the
financial records of the Corporation and shall have custody of all monies and
securities of the Corporation.  He or she shall

make such disbursements of the funds of the Corporation as are authorized and
shall render from time to time an account of all such transactions and of the
financial condition of the Corporation.  The Treasurer shall also perform such
other duties as the Board of Directors may from time to time prescribe.

     Section 4.6  Secretary.  The Secretary shall issue all authorized notices
     -----------  ---------                                                   
for, and shall keep, or cause to be kept, minutes of all meetings of the
stockholders, the Board of Directors, and all committees of the Board of
Directors.  He or she shall have charge of the corporate books and shall perform
such other duties as the Board of Directors may from time to time prescribe.

     Section 4.7  Delegation of Authority.  The Board of Directors may from time
     -----------  -----------------------                                       
to time delegate the powers or duties of any officer to any other officers or
agents, notwithstanding any provision hereof.

     Section 4.8  Removal.  Any officer of the Corporation may be removed at any
     -----------  -------                                                       
time, with or without cause, by the Board of Directors.

     Section 4.9 Action With Respect to Securities of Other Corporations.
     ----------- -------------------------------------------------------  
Unless otherwise directed by the Board of Directors, the President or any
officer of the Corporation authorized by the President shall have power to vote
and otherwise act on behalf of the Corporation, in person or by proxy, at any
meeting of stockholders of or with respect to any action of stockholders of any
other corporation in which this Corporation may hold securities and otherwise to
exercise any and all rights and powers which this Corporation may possess by
reason of its ownership of securities in such other corporation.

                                   ARTICLE V
                                   ---------

                                     STOCK
                                     -----

     Section 5.1 Certificates of Stock.  Each stockholder shall be entitled to a
     ----------- ---------------------                                          
certificate signed by, or in the name of the Corporation by, the President or a
Vice President, and by the Secretary or an Assistant Secretary, or the Treasurer
or an Assistant Treasurer, certifying the number of shares owned by him or her.
Any of or all the signatures on the certificate may be facsimile.

     Section 5.2 Transfers of Stock.  Transfers of stock shall be made only upon
     ----------- ------------------                                             
the transfer books of the Corporation kept at an office of the Corporation or by
transfer agents designated to transfer shares of the stock of the Corporation.
Except where a certificate is issued in accordance with Section 4 of Article V
of these bylaws, an outstanding certificate for the number of shares involved
shall be surrendered for cancellation before a new certificate is issued
therefor.

     Section 5.3 Record Date.  The Board of Directors may fix a record date,
     ----------- -----------                                                
which shall not be more than sixty (60) nor fewer than ten (10) days before the
date of any meeting of stockholders, nor more than sixty (60)

                                       7
<PAGE>
 
days prior to the time for the other action hereinafter described, as of which
there shall be determined the stockholders who are entitled: to notice of or to
vote at any meeting of stockholders or any adjournment thereof; to receive
payment of any dividend or other distribution or allotment of any rights; or to
exercise any rights with respect to any change, conversion or exchange of stock
or with respect to any other lawful action.

     Section 5.4 Lost, Stolen or Destroyed Certificates.  In the event of the
     ----------- --------------------------------------                      
loss, theft or destruction of any certificate of stock, another may be issued in
its place pursuant to such regulations as the Board of Directors may establish
concerning proof of such loss, theft or destruction and concerning the giving of
a satisfactory bond or bonds of indemnity.

     Section 5.5 Regulations.  The issue, transfer, conversion and registration
     ----------- -----------                                                   
of certificates of stock shall be governed by such other regulations as the
Board of Directors may establish.

                                   ARTICLE VI
                                   ----------

                                    NOTICES
                                    -------

          Section 6.1  Notices.  Except as otherwise specifically provided
          -----------  -------                                            
herein or required by law, all notices required to be given to any stockholder,
director, officer, employee or agent shall be in writing and may in every
instance be effectively given by hand delivery to the recipient thereof, by
depositing such notice in the mails, postage paid, or by sending such notice by
prepaid telegram, mailgram, telecopy or commercial courier service.  Any such
notice shall be addressed to such stockholder, director, officer, employee or
agent at his or her last known address as the same appears on the books of the
Corporation.  The time when such notice shall be deemed to be given shall be the
time such notice is received by such stockholder, director, officer, employee or
agent, or by any person accepting such notice on behalf of such person, if hand
delivered, or the time such notice is dispatched, if delivered through the mails
or be telegram or mailgram.

          Section 6.2 Waivers.  A written waiver of any notice, signed by a
          ----------- -------                                              
stockholder, director, officer, employee or agent, whether before or after the
time of the event for which notice is to be given, shall be deemed equivalent to
the notice required to be given to such stockholder, director, officer, employee
or agent.  Neither the business nor the purpose of any meeting need be specified
in such a waiver.

                                  ARTICLE VII
                                  -----------

                                 MISCELLANEOUS
                                 -------------

          Section 7.1 Facsimile Signatures.  In addition to the provisions for
          ----------- --------------------                                    
use of facsimile signatures elsewhere specifically authorized in these bylaws,
facsimile signatures of any officer or officers of the Corporation may be used
whenever and as authorized by the Board of Directors or a committee thereof.

          Section 7.2 Corporate Seal.  The Board of Directors may provide a
          ----------- --------------                                       
suitable seal, containing the name of the Corporation, which seal shall be in
the charge of the Secretary.  If and when so directed by the Board of Directors
or a committee thereof, duplicates of the seal may be kept and used by the
Treasurer or by an Assistant Secretary or Assistant Treasurer.

          Section 7.3 Reliance Upon Books, Reports and Records.  Each director,
          ----------- ----------------------------------------                 
each member of any committee designated by the Board of Directors, and each
officer of the Corporation shall, in the performance of his duties, be fully
protected in relying in good faith upon the books of account or other records of
the Corporation, including reports made to the Corporation by any of its
officers, by an independent certified public accountant, or by an appraiser
selected with reasonable care.

                                       8
<PAGE>
 
          Section 7.4 Fiscal Year.  The fiscal year of the Corporation shall
          ----------- -----------
shall be as fixed by the Board of Directors.

          Section 7.5 Time Periods.  In applying any provision of these bylaws
          ----------- ------------                                            
which require that an act be done or not done a specified number of days prior
to an event or that an act be done during a period of a specified number of days
prior to an event, calendar days shall be used, the day of the doing of the act
shall be excluded, and the day of the event shall be included.

                                  ARTICLE VIII
                                  ------------

                   INDEMNIFICATION OF DIRECTORS AND OFFICERS
                   -----------------------------------------

          Section 8.1 Right to Indemnification. Each person who was or is made a
          ----------- ------------------------
party or is threatened to be made a party to or is involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative
("proceeding"), by reason of the fact that he or she or a person of whom he or
she is the legal representative, is or was a director, officer or employee of
the Corporation or is or was serving at the request of the Corporation as a
director, officer or employee of another corporation, or of a Partnership, joint
venture, trust or other enterprise, including service with respect to employee
benefit plans, whether the basis of such proceeding is alleged action in an
official capacity as a director, officer or employee or in any other capacity
while serving as a director, officer or employee, shall be indemnified and held
harmless by the Corporation to the fullest extent authorized by Delaware Law, as
the same exists or may hereafter be amended (but, in the case of any such
amendment, only to the extent that such amendment permits the Corporation to
provide broader indemnification rights than said Law permitted the Corporation
to provide prior to such amendment) against all expenses, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes or penalties,
amounts paid or to be paid in settlement and amounts expended in seeking
indemnification granted to such person under applicable law, this bylaw or any
agreement with the Corporation) reasonably incurred or suffered by such person
in connection therewith and such indemnification shall continue as to a person
who has ceased to be a director, officer or employee and shall inure to the
benefit of his or her heirs, executors and administrators; provided, however,
                                                           --------  -------  
that, except as provided in Section 8.2 of this Article VIII, the Corporation
shall indemnify any such person seeking indemnity in connection with an action,
suit or proceeding (or part thereof) initiated by such person only if (a) such
indemnification is expressly required to be made by law, (b) the action, suit or
proceeding (or part thereof) was authorized by the Board of Directors of the
Corporation, (c) such indemnification is provided by the Corporation, in its
sole discretion, pursuant to the powers vested in the Corporation under the
Delaware General Corporation Law, or (d) the action, suit or proceeding (or part
thereof) is brought to establish or enforce a right to indemnification under an
indemnity agreement or any other statute or law or otherwise as required under
Section 145 of the Delaware General Corporation Law. Such right shall be a
contract right and shall include the right to be paid by the Corporation
expenses incurred in defending any such proceeding in advance of its final
disposition; provided,however, that, unless the Delaware General Corporation Law
             ----------------
then so prohibits,the payment of such expenses incurred by a director or officer
of the Corporation in his or her capacity as a director or officer (and not in
any other capacity in which service was or is tendered by such person while a
director or officer, including, without limitation, service to an employee
benefit plan) in advance of the final disposition of such proceeding, shall be
made only upon delivery to the Corporation of an undertaking, by or on behalf of
such director or officer, to repay all amounts so advanced if it should be
determined ultimately that such director or officer is not entitled to be
indemnified under this Section or otherwise.

          Section 8.2 Right of Claimant to Bring Suit.  If a claim under Section
          ----------- -------------------------------                           
1 of this Article VIII is not paid in full by the Corporation within ninety (90)
days after a written claim has been received by the Corporation, the claimant
may at any time thereafter bring suit against the Corporation to recover the
unpaid amount of the claim and, if such suit is not frivolous or brought in bad
faith, the claimant shall be entitled to be paid also the expense of prosecuting
such claim.  The burden of proving such claim shall be on the claimant.  It
shall be a defense to any such action (other then an action brought to enforce a
claim for expenses incurred in defending any

                                       9
<PAGE>
 
proceeding in advance of its final disposition where the required undertaking,
if any, has been tendered to this Corporation) that the claimant has not met the
standards of conduct which make it permissible under the Delaware General
Corporation Law for the Corporation to indemnify the claimant for the amount
claimed. Neither the failure of the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) that the claimant has
not met such applicable standard of conduct, shall be a defense to the action or
create a presumption that claimant has not met the applicable standard of
conduct.

          Section 8.3 Non-Exclusivity of Rights.  The rights conferred on any
          ----------- -------------------------                              
person in Sections 1 and 2 shall not be exclusive of any other right which such
persons may have or hereafter acquire under any statute, provision of the
Certificate of Incorporation, bylaw, agreement, vote of stockholders or
disinterested directors or otherwise.

          Section 8.4 Indemnification Contracts.  The Board of Directors is
          ----------- -------------------------                            
authorized to enter into a contract with any director, officer, employee or
agent of the Corporation, or any person serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, including employee
benefit plans, providing for indemnification rights equivalent to or, if the
Board of Directors so determines, greater than, those provided for in this
Article VIII.

          Section 8.5 Insurance.  The Corporation shall maintain insurance to
          ----------- ---------                                              
the extent reasonably available, at its expense, to protect itself and any such
director, officer, employee or agent of the Corporation or another corporation,
partnership, joint venture, trust or other enterprise against any such expense,
liability or loss, whether or not the Corporation would have the power to
indemnify such person against such expense, liability or loss under the Delaware
General Corporation law.

          Section 8.6 Effect of Amendment.  Any amendment, repeal or
          ----------- -------------------                           
modification of any provision of this Article VIII by the stockholders and the
directors of the Corporation shall not adversely affect any right or protection
of a director or officer of the Corporation existing at the time of such
amendment, repeal or modification.

                                   ARTICLE IX
                                   ----------

                                   AMENDMENTS
                                   ----------

          Section 9.1 Amendment of Bylaws.  The Board of Directors is expressly
          ----------- -------------------                                      
empowered to adopt, amend or repeal Bylaws of the Corporation.  Any adoption,
amendment or repeal of Bylaws of the Corporation by the Board of Directors shall
require the approval of a majority of the total number of authorized directors
(whether or not there exist any vacancies in previously authorized directorships
at the time any resolution providing for adoption, amendment or repeal is
presented to the Board).  The stockholder shall also have power to adopt, amend
or repeal the Bylaws of the Corporation.

                                       10