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                                                                 EXHIBIT 3.30(b)

                                    BYLAWS
                                      OF
                    TEXAS ONCOLOGY PHARMACY SERVICES, INC.

                                   ARTICLE 1
                                  DEFINITIONS

     When used in these Bylaws, the following terms shall have the respective
meanings specified in this Article 1:

     "Act" means the Texas Business Corporation Act, as the same may be amended
from time to time.

     "Articles of Incorporation" means the articles of incorporation of the
Corporation filed with the Secretary of State of Texas, as amended from time to
time.

     "Board of Directors" means those persons from time to time serving as
directors of the Corporation.

     "Bylaws" means these bylaws, as amended from time to time.

     "Chairman of the Board" means the person elected to the office of chairman
of the board to perform the duties described in Section 6.07 hereof, if such
office is filled.

     "Chief Executive Officer" means the Chairman of the Board (if the office of
chairman of the board is filled) or, in his absence or inability or refusal to
act, the President.

     "Corporation" means Texas Oncology Pharmacy Services, Inc.

     "Director" means each person serving on the Board of Directors.

     "President" means the person elected to the office of president to perform
the duties described in Section 6.08 hereof.

     "Secretary" means the person elected to the office of secretary to perform
the duties described in Section 6.10 hereof.

     "Senior Officers" means the Chairman of the Board (if the office of
chairman of the board is filled) and the President.

     "Shareholder" or "holder of shares" means the person in whose name shares
of stock issued by the Corporation are registered at the relevant time in the
share transfer records maintained by the Corporation.
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     "Treasurer" means the person elected to the office of treasurer to perform
the duties described in Section 6.11 hereof, if such office is filled.

     "Vice President" means a person elected to the office of vice president to
perform the duties described in Section 6.09 hereof, if such office is filled,
and "Vice Presidents" means all the persons elected to the office of vice
president to perform the duties described in Section 6.09 hereof, if such office
is filled.

                                   ARTICLE 2
                                    OFFICES

     Section 2.01 Principal and Other Offices. The principal office of the
                  ---------------------------
Corporation shall be at such location, within or without the State of Texas, as
the Board of Directors may from time to time designate. If no location is so
designated, the Corporation's principal office shall be the same as its
registered office. The Corporation may have such other offices, within or
without the State of Texas, as the Board of Directors may designate or as the
business of the Corporation may require from time to time.

     Section 2.02 Registered Office and Agent. The Corporation shall have and
                  ---------------------------
continuously maintain in the State of Texas:

             (a) a registered office which may be, but need not be, the same as
     its principal place of business; and

             (b) a registered agent who has a business office identical to such
     registered office and who is an individual resident of the State of Texas,
     a Texas corporation, or a foreign corporation authorized to transact
     business in the State of Texas.

     Section 2.03 Initial Registered Office and Agent. The address of the
                  -----------------------------------
initial registered office and the name of the initial registered agent are as
set forth in the Articles of Incorporation.

                                   ARTICLE 3
                                 SHAREHOLDERS

     Section 3.01 Annual Meetings. The annual meeting of the Shareholders shall
                  ---------------
be held during the forth month after the close of each fiscal year of the
Corporation on such day and at such time as the notice of the meeting shall
provide. At such meeting, the Shareholders shall elect the Directors to serve
for the ensuing year, and transact any other business as may lawfully come
before the meeting. In the event that such annual meeting is not held within
such month, the Board of Directors shall prescribe the date and time for the
annual meeting to be held as soon thereafter as practicable, and any business
transacted or elections held at such meeting shall be valid as if transacted or
held during such month.

     Section 3.02 Special Meetings. Special meetings of the Shareholders, for
                  ----------------
any purpose or purposes, unless otherwise prescribed by statute, may be called
by a Senior Officer or by the
<PAGE>

Board of Directors and shall be called by the President at the request of the
holders of a Specified Percentage, defined below, of all the issued and
outstanding shares of stock entitled to vote at the proposed meeting. "Specified
Percentage" means either (i) the percentage of shares specified in the Articles
of Incorporation for calling special meetings of the Shareholders or (ii) if no
such percentage is specified in the Articles of Incorporation, ten percent
(10%). Any person or persons entitled to call a special meeting of Shareholders
may do so only by written request sent by registered or certified mail or
delivered in person to a Senior Officer or the Secretary. The officer receiving
the written request shall cause proper notice of the meeting to be promptly
given in the manner hereinafter provided to all Shareholders entitled to vote at
the meeting. Nothing contained in this Section 3.02 shall be construed as
limiting, fixing, or affecting the time or date when a meeting of Shareholders
called by action of the Board of Directors may be held.

     Section 3.03 Place of Meetings. Annual meetings of the Shareholders and
                  -----------------
special meetings of the Shareholders called by the Board of Directors shall be
held at the principal office of the Corporation or at such place within or
without the State of Texas as shall be designated by the Board of Directors in
the notice of the meeting. Special meetings of the Shareholders which are called
by persons other than the Board of Directors shall be held at the principal
office of the Corporation or at such place, within or without the State of
Texas, as is designated as the place for the holding of such meeting in a waiver
of notice signed by all Shareholders entitled to vote at the meeting.

     Section 3.04 Notice of Meetings. Written or printed notice stating the
                  ------------------
place, day, and hour of the meeting and, in the case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not less
than ten (10) days (except as otherwise provided by law) nor more than sixty
(60) days before the date of the meeting, personally, by mail addressed to the
Shareholder at his address as it appears on the share transfer records of the
Corporation with postage thereon prepaid, or by telegram by or at the direction
of a Senior Officer, the Secretary, or the officer or person calling the
meeting, to each Shareholder entitled to vote at such meeting. Notice need not
be given to a Shareholder if (i) notice of two consecutive annual meetings and
all notices of any meetings held during the period between those annual
meetings, or (ii) all (but in no event less than two) payments of distributions
or interest on securities of the Corporation during a twelve--month period have
been mailed by first--class mail to that Shareholder, addressed at that
Shareholder's address as shown on the share transfer records of the Corporation,
and have been returned undeliverable. Any action or meeting taken or held
without notice to such Shareholder shall have the same force and effect as if
the notice had been duly given and, if the action taken by the Corporation is
reflected in any articles or document filed with the Secretary of State, those
articles or that document may state that notice was duly given to all
Shareholders to whom notice was required to be given. If such Shareholder
delivers to the Corporation a written notice setting forth such Shareholder's
then current address, the requirement that notice be given to that Shareholder
shall be reinstated.

     Section 3.05 Closing of Share Transfer Records or Fixing of Record Date for
                  --------------------------------------------------------------
Matters Other Than Consents to Action. For the purpose of determining
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Shareholders entitled to notice of or to vote at any meeting of Shareholders or
any adjournment thereof, or entitled to receive a
<PAGE>

distribution by the Corporation (other than a distribution involving a purchase
or redemption by the Corporation of any of its own shares) or a share dividend,
or in order to make a determination of Shareholders for any other proper purpose
(other than determining the Shareholders entitled to consent to action by the
Shareholders proposed to be taken without a meeting of the Shareholders), the
Board of Directors may provide that the share transfer records shall be closed
for a stated period, but not to exceed, in any case, sixty (60) days. If the
share transfer records shall be closed for the purpose of determining
Shareholders entitled to notice of or to vote at a meeting of Shareholders, such
records shall be closed for at least ten (10) days immediately preceding such
meeting. In lieu of closing the share transfer records, the Board of Directors
may fix in advance a date as the record date for any such determination of
Shareholders, such date in any case to be not more than sixty (60) days and, in
the case of a meeting of Shareholders, not less than ten (10) days prior to the
date on which the particular action requiring such determination of Shareholders
is to be taken. If not otherwise stated in or fixed in accordance with these
Bylaws, the record date for determining Shareholders entitled to call a special
meeting is the date the first Shareholder signs the notice of that meeting. If
the share transfer records are not closed and no record date is fixed for the
determination of Shareholders entitled to notice of or to vote at a meeting of
Shareholders, or Shareholders entitled to receive a distribution (other than a
distribution involving a purchase or redemption by the Corporation of any of its
own shares) or a share dividend, the date on which notice of the meeting is
mailed or the date on which the resolution of the Board of Directors declaring
such distribution or share dividend is adopted, as the case may be, shall be the
record date for such determination of Shareholders. When a determination of
Shareholders has been made as provided in this Section 3.05, such determination
shall apply to any adjournment thereof except where the determination has been
made through the closing of the share transfer records and the stated period of
closing has expired.

     Section 3.06 Fixing Record Dates For Consents to Action. Unless a record
                  ------------------------------------------
date shall have previously been fixed or determined pursuant to Section 3.05 of
these Bylaws, whenever action by the Shareholders is proposed to be taken by
consent in writing without a meeting of the Shareholders, the Board of Directors
may fix a record date for the purpose of determining the Shareholders entitled
to consent to that action, which record date shall not precede, and shall not be
more than ten (10) days after, the date upon which the resolution fixing the
record date is adopted by the Board of Directors. If no record date has been
fixed by the Board of Directors and the prior action of the Board of Directors
is not required by the Act, the record date for determining the Shareholders
entitled to consent to action in writing without a meeting shall be the first
date on which a signed written consent setting forth the action taken or
proposed to be taken is delivered to the Corporation by delivery to its
registered office, its principal place of business, or an officer or agent of
the Corporation having custody of the books in which proceedings of meetings of
the Shareholders are reported. Delivery shall be by hand or by certified or
registered mail, return receipt requested. Delivery to the Corporation's
principal place of business shall be addressed to the President or the principal
executive officer of the Corporation. If no record date shall have been fixed by
the Board of Directors and prior action of the Board of Directors is required by
the Act, the record date for determining the Shareholders
<PAGE>

entitled to consent to action in writing without a meeting shall be at the close
of business on the date on which the Board of Directors adopts a resolution
taking such prior action.

     Section 3.07  Voting Lists. At least ten (10) days before each meeting of
                   ------------
Shareholders, the officer or agent having charge of the share transfer records
for shares of the Corporation shall make a complete list of the Shareholders
entitled to vote at such meeting, or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares held by each,
which list, for a period of ten (10) days prior to such meeting, shall be kept
on file at the registered office or principal place of business of the
Corporation and shall be subject to inspection by any Shareholder at any time
during usual business hours. Such list shall also be produced and kept open at
the time and place of the meeting and shall be subject to the inspection of any
Shareholder during the whole time of the meeting. The original share transfer
records shall be prima facie evidence as to who are the Shareholders entitled to
examine such list or share transfer records or to vote at any meeting of
Shareholders.

     Section 3.08  Quorum. A quorum shall be present at a meeting of the
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Shareholders if the holders of a majority of the issued and outstanding shares
of the Corporation entitled to vote are represented at the meeting in person or
by proxy. Once a quorum is present at a meeting of the Shareholders, the
Shareholders represented in person or by proxy at the meeting may conduct such
business as may be properly brought before the meeting until it is adjourned,
and the subsequent withdrawal from the meeting of any Shareholder or the refusal
of any Shareholder represented in person or by proxy to vote shall not affect
the presence of a quorum at the meeting. The Shareholders represented in person
or by proxy at a meeting of the Shareholders at which a quorum is not present
may adjourn the meeting until such time and to such place as may be determined
by a vote of the holders of a majority of the shares represented in person or by
proxy at the meeting. At such adjourned meeting at which a quorum is present,
any business may be transacted which might have been transacted at the meeting
as originally noticed.

     Section 3.09  Voting of Shares. Each outstanding share entitled to vote
                   ----------------
shall be entitled to one vote upon each matter submitted to a vote at a meeting
of Shareholders, except to the extent that voting rights of the shares of any
class or classes are limited or denied by the Articles of Incorporation. Any
vote may be taken by voice or by show of hands unless someone entitled to vote
objects, in which case written ballots shall be used.

     Section 3.10  Voting of Shares by Certain Holders.
                   -----------------------------------

             (a)  Shares standing in the name of another corporation may be
     voted by such officer, agent or proxy as the bylaws of such corporation may
     prescribe, or, in the absence of such provision, as the board of directors
     of such corporation may determine.

             (b)  Shares held by an administrator, executor, guardian or
     conservator may be voted by him so long as such shares forming a part of an
     estate are in the possession and forming a part of the estate being served
     by him, either in person or by proxy, without a transfer of such shares
     into his name. Shares standing in the name of a trustee may be
<PAGE>

     voted by him, either in person or by proxy, but no trustee shall be
     entitled to vote shares held by him without a transfer of such shares into
     his name as trustee.

             (c)  Shares standing in the name of a receiver may be voted by such
     receiver, and shares held by or under the control of a receiver may be
     voted by such receiver without the transfer thereof into his name if
     authority to do so be contained in an appropriate order of the court by
     which such receiver was appointed.

             (d)  A Shareholder whose shares are pledged shall be entitled to
     vote such shares until the shares have been transferred into the name of
     the pledgee, and thereafter the pledgee shall be entitled to vote the
     shares so transferred.

             (e)  Treasury shares, shares of its own stock owned by another
     corporation the majority of the voting stock of which is owned or
     controlled by the Corporation, and shares of its own stock held by the
     Corporation in a fiduciary capacity shall not be voted, directly or
     indirectly, at any meeting, and shall not be counted in determining the
     total number of outstanding shares at any given time.

             (f)  Shares standing in the name of more than one person may be
     voted by any of such persons unless the Corporation has been given written
     instructions to the contrary or unless any other of such persons also
     attempts to vote such shares.

     Section 3.11   Proxies. At all meetings of the Shareholders, a Shareholder
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may vote by proxy executed in writing by the Shareholder. A telegram, telex,
cablegram, or similar transmission by a Shareholder, or a photographic,
photostatic, facsimile, or similar reproduction of a writing executed by a
Shareholder, shall be treated as an execution in writing for purposes of this
Section 3.11. Such proxy shall be filed with the Secretary before or at the
beginning of the meeting, and the chairman of the meeting, as designated by
these Bylaws, shall determine the validity of any such proxy or shall appoint an
inspector or inspectors to do so. No proxy shall be valid after eleven (11)
months from the date of its execution, unless otherwise provided in the proxy. A
proxy shall be revocable unless the proxy form conspicuously states that the
proxy is irrevocable and the proxy is coupled with an interest.

     Section 3.12   Voting by Shareholders. Articles of Incorporation, the
                    ----------------------
affirmative vote of the holders of a majority of the shares entitled to vote on
a matter and represented in person or by proxy at a meeting of the Shareholders
at which a quorum is present shall be the act of the Shareholders.

     Section 3.13   Voting for Directors. Directors shall be elected by a
                    --------------------
plurality of the votes cast by the holders of shares entitled to vote in the
election of Directors at a meeting of the Shareholders at which a quorum is
present. No Shareholder shall have the right to cumulate his vote at any
election for Directors.

     Section 3.14   Vote for Certain Matters. With respect to any matter for
                    ------------------------
which the affirmative vote of the holders of a specified portion of the shares
entitled to vote is required by
<PAGE>

the Act, the affirmative vote of the holders of a majority of the shares
entitled to vote on such matter rather than the affirmative vote otherwise
required by the Act, shall be the act of the Shareholders.

     Section 3.15   Conduct of Meetings. Meetings of the Shareholders shall be
                    -------------------
presided over by the Chief Executive Officer, or, in his absence, inability or
refusal to act, by a chairman designated by the Board of Directors or designated
by the President if the Board of Directors fails to designate a chairman in the
absence of the President. The Secretary or, in his absence, inability, or
refusal to act, an assistant secretary or, if no such officer is present, a
person designated by the chairman of the meeting, shall act as secretary of the
meeting. The chairman of the meeting shall appoint the inspectors, if any, of
the election.

     Section 3.16   Order of Business. The order of business at all annual and
                    -----------------
special meetings of the Shareholders, so far as practicable, shall be as follows
unless changed by the Board of Directors:

             (a)  Call to order.

             (b)  Presentation of proof of due notice of the meeting (or waiver
     thereof).

             (c)  Roll call.

             (d)  Presentation and examination of all proxies.

             (e)  Announcement of a quorum.

             (f)  Appointment (if any) of inspectors of election.

             (g)  Reading (or waiver thereof) and approval of the minutes of the
     previous meeting.

             (h)  Announcements.

             (i)  Reports of officers and committees.

             (j)  Unfinished business.

             (k)  Nomination of Directors.

             (l)  Election of Directors.

             (m)  Other new business.

             (n)  Adjournment.
<PAGE>

                                   ARTICLE 4
                              BOARD OF DIRECTORS

     Section 4.01  General Powers. The powers of the Corporation shall be
                   --------------
exercised by or under the authority of, and the business and affairs of the
Corporation shall be managed under the direction of the Board of Directors,
subject to limitations imposed by law, the Articles of Incorporation, or these
Bylaws as to action that requires authorization or approval by the Shareholders.

     Section 4.02  Number; Qualifications; Election; Term. The Board of
                   --------------------------------------
Directors shall consist of three (3) Directors until otherwise changed pursuant
to these Bylaws. Directors need not be residents of any particular state or
Shareholders. At each annual meeting of meeting of the Shareholders, the
Shareholders shall elect Directors to hold office until the next annual meeting.
Each Director shall hold office until his successor shall be duly elected and
shall qualify or until his death, resignation or removal from office in the
manner hereinafter provided.

     Section 4.03  Change in Number. The number of Directors may be increased or
                   ----------------
decreased from time to time by resolution of the Board of Directors, but no
decrease shall have the effect of shortening the term of any incumbent Director.
The election of a lesser number of Directors than the number last fixed by
resolution of the Board of Directors shall be deemed to decrease automatically
the number of Directors to the number elected. Any directorship to be filled by
reason of an increase in the number of Directors may be filled at a meeting of
the Board of Directors by the affirmative vote of the Board of Directors for a
term of office continuing only until the next election of Directors by the
Shareholders (provided that the Board of Directors may not fill more than two
(2) such directorships during the period between any two (2) successive annual
meetings of Shareholders) or by the Shareholders at an annual or special meeting
called for that purpose. Failure of the Shareholders and the Board of Directors
to fill a vacancy or vacancies by the first meeting, special or annual, of the
Shareholders after the occurrence of such vacancy or vacancies shall reduce
automatically the number of Directors by the number of vacancies not filled.

     Section 4.04  Removal. At any meeting of Shareholders called expressly for
                   -------
that purpose, the entire Board of Directors, or any individual Director, may be
removed from office, with or without cause and without notice or hearing, by the
vote of the Shareholders holding a majority of the issued and outstanding shares
entitled to vote at an election of Directors. In the event the entire Board of
Directors or any one or more Directors are removed, new Directors may be elected
at the same meeting of the Shareholders for the unexpired term of the Director
or Directors so removed. Unless the Shareholders provide otherwise, failure to
elect Directors to fill the unexpired term of the Director or Directors so
removed shall be deemed to reduce automatically the number of directorships by
the number of Directors so removed and for whom new Directors are not elected.

     Section 4.05  Resignation. Any Director may resign at any time by giving
                   -----------
written notice to the Board of Directors or to a Senior Officer or to the
Secretary. Unless otherwise
<PAGE>

specified in the notice, the resignation shall take effect upon receipt thereof
and acceptance of the resignation shall not be necessary to make it effective.

     Section 4.06   Vacancies. Any vacancy occurring in the Board of Directors
                    ---------
may be filled at any subsequent meeting of the Board of Directors following the
occurrence of the vacancy by the affirmative vote of a majority of the remaining
Directors though less than a quorum, or by the Shareholders at an annual or
special meeting of the Shareholders called for that purpose. A Director
appointed or elected to fill a vacancy shall be elected for the unexpired term
of his predecessor in office.

     Section 4.07   Annual Meetings. The annual meeting of the Board of
                    ---------------
Directors shall be held at the same place as and immediately following the
adjournment of the annual meeting of the Shareholders. No notice shall be
required of the annual meeting. At such meeting, the Board of Directors shall
elect the officers of the Corporation and may transact any other business as may
lawfully come before the meeting.

     Section 4.08   Regular Meetings. The Board of Directors may provide by
                    ----------------
resolution the time and place for the holding of additional regular meetings
without other notice than that provided by the adoption of such resolution.

     Section 4.09   Special Meetings. Special meetings of the Board of Directors
                    ----------------
may be called by or at the request of a Senior Officer or any two of the
Directors. The person or persons authorized to call special meetings of the
Board of Directors may fix the place for holding any special meetings of the
Board of Directors called by them.

     Section 4.10   Place of Meetings. Meetings of the Board of Directors,
                    -----------------
annual, regular or special, may be held within or without the State of Texas.

     Section 4.11   Notice of Meetings. Annual and regular meetings of the Board
                    ------------------
of Directors may be held without notice as provided in these Bylaws. Notice of
any special meeting of the Board of Directors shall be given no less than three
(3) days prior to the meeting by written notice delivered personally or mailed
to each Director at his business or residence address, or by telegram. The
attendance of a Director at a meeting shall constitute a waiver of notice of
such meeting, except when a Director attends a meeting for the express purpose
of objecting to the transaction of any business because the meeting is not
lawfully called or convened. Neither the business to be transacted at, nor the
purpose of, any meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting.

     Section 4.12   Quorum. A majority of the number of Directors fixed in
                    ------
accordance with these Bylaws shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors, but if less than such
majority is present at a meeting, a majority of the Directors present may
adjourn the meeting from time to time without notice, other than announcement at
the meeting, until a quorum is present.
<PAGE>

     Section 4.13   Manner of Acting. The act of the majority of the Directors
                    ----------------
present at a meeting at which a quorum is present shall be the act of the Board
of Directors unless the act of a greater number is required by law or by the
Articles of Incorporation or by these Bylaws. Any reference in these Bylaws to
any action taken by the Board of Directors shall mean the act of the majority of
the Directors present at a meeting at which a quorum is present unless otherwise
expressly provided.

     Section 4.14   Order of Business. The suggested order of business at
                    -----------------
meetings of the Board of Directors shall be as follows:

            (a)  Call to order.

            (b)  Presentation of proof of due notice of the meeting, if required
     by these Bylaws (or waiver thereof).

            (c)  Announcement of a quorum.

            (d)  Reading (or waiver thereof) and approval of minutes of previous
     meeting.

            (e)  Announcements.

            (f)  Reports of officers.

            (g)  Reports of committees.

            (h)  Unfinished business.

            (i)  New business (including, if applicable, election of officers
     and declaration of dividends).

            (j)  Adjournment.

     Section 4.15   Compensation. By resolution of the Board of Directors, each
                    ------------
Director may be paid his expenses, if any, of attendance at each meeting of the
Board of Directors, and may be paid a fixed sum for attendance at each meeting
of the Board of Directors or a stated salary as Director. No such payment shall
preclude any Director from serving the Corporation in any other capacity and
receiving compensation therefor. Members of executive, special or standing
committees may, by resolution of the Board of Directors, be allowed compensation
as set by the Board of Directors for attending committee meetings.

     Section 4.16   Presumption of Assent. A Director who is present at a
                    ---------------------
meeting of the Board of Directors at which action on any corporate matter is
taken shall be presumed to have assented to the action taken unless his dissent
shall be entered in the minutes of the meeting or unless he shall file his
written dissent to such action with the person acting as the secretary of the
meeting before the adjournment thereof or shall forward such dissent by
registered mail to the
<PAGE>

Secretary immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a Director who voted in favor of such action.

     Section 4.17   Loans. The Board of Directors shall have the following power
                    -----
with respect to the lending of funds:

          (a)  Generally. To lend money in furtherance of any of the purposes of
               ---------
     the Corporation; to invest the funds of the Corporation from time to time;
     and to take and hold any property as security for the payment of funds so
     loaned or invested.

          (b)  Employees. To lend money to, and otherwise assist, its employees,
               ---------
     officers and Directors if such a loan or assistance may be expected to
     benefit, directly or indirectly, the Corporation.

     Section 4.18   Interested Directors, Officers and Security Holders. No
                    ---------------------------------------------------
contract or transaction between the Corporation and one or more of its
Directors, officers, or security holders, or between the Corporation and any
other corporation, partnership, association, or other organization in which one
or more of its Directors, officers, or security holders are directors or
officers or have a financial interest, shall be void or voidable solely for this
reason, solely because the Director, officer, or security holder is present at
or participates in the meeting of the Board of Directors, a committee thereof,
or Shareholders which authorizes the contract or transaction, or solely because
his or their votes are counted for such purpose, if:

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

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

          (c)  the contract or transaction is fair as to the Corporation as of
     the time it is authorized, approved, or ratified by the Board of Directors,
     a committee thereof, or the Shareholders.

Interested Directors shall be counted in determining the presence of a quorum at
a meeting of the Board of Directors, a committee thereof, or Shareholders which
authorizes the contract or transaction.
<PAGE>

                                   ARTICLE 5
                                  COMMITTEES

     Section 5.01   Committees. The Board of Directors, by resolution adopted by
                    ----------
a majority of the full Board of Directors, may designate from among its members
one or more committees, each of which shall be comprised of one or more of its
members, and may designate one or more of its members as alternate members of
any committee, who may, subject to any limitations imposed by the Board of
Directors, replace absent or disqualified members at any meeting of that
committee. Any such committee, to the extent provided in such resolution, shall
have and may exercise all of the authority of the Board of Directors in the
business and affairs of the Corporation, except that no committee shall have the
authority of the Board of Directors with respect to the following:

            (a)  amending the Articles of Incorporation;

            (b)  proposing a reduction of the stated capital of the Corporation;

            (c)  approving a plan of merger or share exchange of the
     Corporation;

            (d)  recommending to the Shareholders the sale, lease or exchange of
     all or substantially all of the property and assets of the Corporation
     otherwise than in the usual and regular course of its business;

            (e)  recommending to the Shareholders a voluntary dissolution of the
     Corporation or the revocation thereof;

            (f)  amending, altering, or repealing these Bylaws or adopting new
     bylaws of the Corporation;

            (g)  filling vacancies in the Board of Directors;

            (h)  filling vacancies in or designating alternate members of any
     committee of the Board of Directors;

            (i)  filling any directorship to be filled by reason of an increase
     in the number of Directors;

            (j)  electing or removing officers or members or alternate members
     of any such committee;

            (k)  fixing the compensation of any member or alternate member of
     such committee; or

            (l)  altering or repealing any resolution of the Board of Directors
     which by its terms provides that it shall not be so amendable or
     repealable.
<PAGE>

Unless the resolution designating a particular committee, the Articles of
Incorporation or these Bylaws expressly so provide, no committee of the Board of
Directors shall have the authority to authorize a distribution or to authorize
the issuance of shares of the Corporation.  The designation of a committee of
the Board of Directors and the delegation thereto of authority shall not operate
to relieve the Board of Directors, or any member thereof, of any responsibility
imposed by law.

     Section 5.02   Term of Office; Removal; Resignation. Each member of a
                    ------------------------------------
committee shall serve at the pleasure of the Board of Directors and may be
removed, with or without cause and without notice or hearing, by the Board of
Directors whenever in its judgment the best interest of the Corporation will be
served thereby. Any member of a committee may resign at any time by giving
written notice to the Board of Directors and such resignation shall take effect
upon receipt thereof, unless otherwise specified therein, and acceptance of such
resignation shall not be necessary to make it effective. In the event a
committee member ceases to be a Director for any reason whatsoever, his
membership on the committee shall immediately terminate.

     Section 5.03   Change in Number. The number of committee members may be
                    ----------------
increased or decreased from time to time by resolution adopted by a majority of
the full Board of Directors.

     Section 5.04   Vacancies. Vacancies in the membership of any committee may
                    ---------
be filled by appointment of the Board of Directors in the manner provided for
the original designation in Section 5.01.

     Section 5.05   Chairman. One member of each committee shall be appointed
                    --------
chairman of such committee by the Board of Directors.

     Section 5.06   Meetings. The time, place, and notice (if any) of committee
                    --------
meetings shall be determined by each committee.

     Section 5.07   Quorum. Unless otherwise provided in the resolution of the
                    ------
Board of Directors designating a committee, a majority of the full committee
shall constitute a quorum, and the act of a majority of the members present at a
meeting at which a quorum is present shall be the act of the committee. If a
quorum is not present at a meeting of a committee, the members present may
adjourn the meeting from time to time, without notice other than an announcement
at the meeting, until a quorum is present.

     Section 5.08   Rules; Procedure. Each committee may adopt rules for its own
                    ----------------
government not inconsistent with the law, these Bylaws, or with rules adopted
for such committee by the Board of Directors. Each committee shall keep regular
minutes of its proceedings and report the same to the Board of Directors when
required.
<PAGE>

                                   ARTICLE 6
                                   OFFICERS

     Section 6.01   Number. The officers of the Corporation shall be a president
                    ------
and a secretary, each of whom shall be elected by the Board of Directors. The
Board of Directors may elect or appoint, at its option, a chairman of the board,
one or more vice presidents (the number thereof to be determined by the Board of
Directors), a treasurer, and such other officers and assistant officers as may
be deemed necessary. Any two (2) or more offices may be held by the same person.

     Section 6.02   Authority. All officers and agents of the Corporation shall
                    ---------
have full authority to perform such duties in the management of the Corporation
as may be provided in these Bylaws, or as may be determined by resolution of the
Board of Directors not inconsistent with these Bylaws.

     Section 6.03   Election and Term of Office. The officers shall be elected
                    ---------------------------
by the Board of Directors at the annual meeting of the Board of Directors. If
the election of officers shall not be held at such meeting, such election shall
be held as soon thereafter as is convenient. Each officer shall hold office
until his successor shall have been duly elected and shall have qualified or
until his death or until his resignation or his removal from office in the
manner hereinafter provided.

     Section 6.04   Removal. Any officer or agent elected or appointed by the
                    -------
Board of Directors may be removed, with or without cause and without notice or
hearing, by the vote of the Board of Directors whenever in its judgment the best
interest of the Corporation will be served thereby. Such removal shall be
without prejudice to the contract rights, if any, of the person so removed.
Election or appointment of an officer shall not of itself create any contractual
rights. Written notice of the removal of an officer or agent shall be delivered
personally or by certified mail directly to such officer's or agent's last known
address.

     Section 6.05   Resignation. Any officer may resign at any time by giving
                    -----------
oral or written notice to the Board of Directors or to a Senior Officer or to
the Secretary. Unless otherwise specified in the notice, the resignation shall
take effect upon receipt thereof and acceptance of such resignation shall not be
necessary to make it effective.

     Section 6.06   Vacancies. A vacancy in any office because of death,
                    ---------
resignation, removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term.

     Section 6.07   Chairman of the Board. The Chairman of the Board, if one is
                    ---------------------
elected by the Board of Directors, shall be the chief executive officer of the
Corporation, shall preside at all meetings of the Shareholders and of the Board
of Directors and at all meetings of committees for which no other chairman has
been designated by the Board of Directors, shall have general control of the
business and affairs of the Corporation, shall see that all orders and
resolutions of
<PAGE>

the Board of Directors are carried into effect, and shall perform such other
duties and have such other authority and powers as the Board of Directors may
from time to time prescribe.

     Section 6.08   President. Subject to such supervisory powers, if any, as
                    ---------
may be given by the Board of Directors to the Chairman of the Board, the
President shall have general and active management and control of the business
and affairs of the Corporation, and shall have such other powers and duties as
may be prescribed by the Board of Directors or the Bylaws. If no Chairman of the
Board has been elected, the President shall be the chief executive officer.
Within this authority and in the course of his duties, the President shall:

            (a)  have all the powers and functions of the Chairman of the Board
     during his absence, disability, or refusal to act, or in the absence of the
     establishment of such an office by the Board of Directors;

            (b)  sign all certificates of shares of the Corporation, in
     conjunction with the Secretary or assistant secretary, unless otherwise
     ordered by the Board of Directors;

            (c)  have all the powers and functions of the Treasurer in the
     absence of the establishment of such an office by the Board of Directors;

            (d)  when authorized by the Board of Directors or required by law,
     execute, in the name of the Corporation, deeds, conveyances, notices,
     leases, checks, drafts, bills of exchange, warrants, promissory notes,
     bonds, debentures, contracts, and other papers and instruments in writing
     and, unless the Board of Directors shall order otherwise by resolution,
     make such contracts as the ordinary conduct of the Corporation's business
     may require;

            (e)  appoint and remove, employ and discharge, and prescribe the
     duties and fix the compensation of all agents, employees, and clerks of the
     Corporation other than the duly appointed officers, subject to the approval
     of the Board of Directors, and supervise, subject to the direction of the
     Board of Directors, all of the officers, agents, and employees of the
     Corporation; and

            (f)  unless otherwise directed by the Board of Directors, attend all
     meetings of the shareholders of any corporation in which the Corporation
     holds stock, and act and vote on behalf of the Corporation at those
     meetings, either in person or by substitute appointed by the President.

     Section 6.09   Vice Presidents. In the absence of the President or in the
                    ---------------
event of his death, inability or refusal to act, the Vice President (or in the
event there be more than one Vice President, the Vice Presidents in the order
designated at the time of their election, or in the absence of any designation,
then in the order of their election), if one (or more) is elected by the Board
of Directors, shall perform the duties of the President, and when so acting,
shall have all the powers of and be subject to all the restrictions upon the
President. Any Vice President may sign, with the Secretary or an assistant
secretary, certificates for shares of the Corporation. Any
<PAGE>

Vice President shall perform such other duties as from time to time may be
assigned to him by a Senior Officer or by the Board of Directors.

     Section 6.10   Secretary.  The Secretary shall:
                    ---------

            (a)  keep at the principal office of the Corporation, or such other
     place as the Board of Directors may order, the minutes of the meetings of
     the Shareholders, the Board of Directors, and the committees of the
     Corporation in one or more books provided for that purpose;

            (b)  attest and keep at the principal office of the Corporation the
     original or a copy of these Bylaws as amended or otherwise altered to date;

            (c)  keep the original or a copy of the Articles of Incorporation
     certified by the Secretary of State of Texas, with all amendments thereof
     to date in the minute book of the Corporation;

            (d)  assure that all notices are duly given in accordance with the
     provisions of these Bylaws or as required by law;

            (e)  be custodian of the corporate records and of the seal of the
     Corporation and assure that the seal of the Corporation is affixed to all
     documents the execution of which on behalf of the Corporation under its
     seal is duly authorized;

            (f)  keep at the principal office of the Corporation a share
     register or duplicate share register showing the names of the Shareholders
     and their addresses (which shall be furnished to the Secretary by each
     Shareholder);

            (g)  sign with the President, or a Vice President, certificates for
     shares of the Corporation, the issuance of which shall have been authorized
     by resolution of the Board of Directors;

            (h)  have general charge of the stock transfer books of the
     Corporation;

            (i)  perform any and all other duties described in these Bylaws;

            (j)  be responsible for assuring compliance with applicable law
     regarding the preparation and furnishing of documentation concerning
     restrictions on transferability of the Corporation's shares;

            (k)  assure that the books, reports, statements, certificates and
     all other documents and records required by law are properly kept and
     filed; and

            (l)  in general perform all duties as from time to time may be
     assigned to him by a Senior Officer or by the Board of Directors.
<PAGE>

     Section 6.11   Treasurer. The Treasurer, if one is elected by the Board of
                    ---------
Directors, shall:

            (a)  have charge and custody of and be responsible for all funds and
     securities of the Corporation;

            (b)  keep full and accurate accounts of receipts and disbursements
     in the corporate books;

            (c)  deposit all money and other valuables in the name and to the
     credit of the Corporation in such depositories as may be designated by the
     Board of Directors;

            (d)  disburse the funds of the Corporation as may be ordered or
     authorized by the Board of Directors and preserve proper vouchers for such
     disbursements;

            (e)  render to the Senior Officers and the Board of Directors at the
     regular meetings of the Board of Directors, or whenever any one or more of
     the Senior Officers or the Board of Directors requires it, an account of
     all his transactions as Treasurer and of the financial condition of the
     Corporation;

            (f)  render a full financial report at the annual meeting of the
     Shareholders, if so requested;

            (g)  be furnished by all officers and agents, at his request, such
     reports and statements as he may require as to all financial transactions
     of the Corporation; and

            (h)  in general, perform all of the duties as from time to time may
     be assigned to him by a Senior Officer or the Board of Directors.

If required by the Board of Directors, the Treasurer shall give a bond for the
faithful discharge of his duties in such sum and with such surety or sureties as
the Board of Directors shall determine.

     Section 6.12   Assistant Secretaries. The assistant secretaries, when
                    ---------------------
authorized by the Board of Directors, may sign with the President or a Vice
President certificates for shares of the Corporation, the issuance of which
shall have been authorized by a resolution of the Board of Directors. The
assistant secretaries, in general, shall perform such duties as shall be
assigned to them by the Secretary or by a Senior Officer or by the Board of
Directors.

     Section 6.13   Assistant Treasurers. The assistant treasurers shall, if
                    --------------------
required by the Board of Directors, give bonds for the faithful discharge of
their duties in such sums and with such sureties as the Board of Directors shall
determine. The assistant treasurers, in general, shall perform such duties as
shall be assigned to them by the Treasurer or by a Senior Officer or by the
Board of Directors.
<PAGE>

     Section 6.14   Compensation. The compensation of the officers shall be
                    ------------
fixed from time to time by the Board of Directors and no officer shall be
prevented from receiving such salary because he is also a Director.

     Section 6.15   Sureties and Bonds. The Board of Directors may require any
                    ------------------
officer or agent of the Corporation to execute in favor of the Corporation a
bond, in such sum and with such surety or sureties as the Board of Directors may
direct, conditioned upon the faithful performance of his duties to the
Corporation and including responsibility for negligence and for the accounting
for all property, funds or securities of the Corporation which may come into his
hands.

                                   ARTICLE 7
                          INDEMNIFICATION; INSURANCE

     Section 7.01   Indemnification. The Corporation shall indemnify any person
                    ---------------
who is or was a Director, officer, employee, or agent of the Corporation and any
person who serves or served at the Corporation's request as a director, officer,
employee, agent, partner, or trustee of another corporation or of a partnership,
joint venture, trust, or other enterprise to the fullest extent permitted by the
Texas Business Corporation Act, as presently constituted and hereafter amended,
but such indemnification shall not be deemed exclusive of any other rights to
which any Director, officer, employee or agent may be entitled. Any
indemnification of or advance of expenses to any such person shall be reported
in writing to the Shareholders with or before the notice or waiver of notice of
the next meeting of the Shareholders or with or before the next submission to
the Shareholders of a consent to action without a meeting pursuant to Section
9.02 hereof, and, in any case, within the twelve (12) month period immediately
following the date of indemnification or advance.

     Section 7.02   Insurance. The Corporation may purchase and maintain
                    ---------
insurance or another arrangement on behalf of any person who was or is a
Director, officer, employee or agent of the Corporation or any person who serves
or served at the Corporation's request as a director, officer, employee, agent,
partner, or trustee of another corporation or of a partnership, joint venture,
trust, or other enterprise as permitted by the Texas Business Corporation Act,
as presently constituted and hereafter amended.

                                   ARTICLE 8
                        ISSUANCE AND TRANSFER OF SHARES

     Section 8.01   Certificates for Shares. Certificates in the form determined
                    -----------------------
by the Board of Directors shall be delivered representing all shares to which
Shareholders are entitled. Certificates shall be consecutively numbered and
shall be entered in the books of the Corporation as issued. Each certificate
shall state on its face the holder's name, the number and class of shares, the
par value of shares or a statement that such shares are without par value, and
such other matters as may be required by law. It shall be signed by the
President or a Vice President
<PAGE>

and the Secretary or an assistant secretary and may be sealed with the seal of
the Corporation or a facsimile of such signatures or seal.

     Section 8.02   Issuance. Shares (both treasury and authorized but unissued)
                    --------
may be issued for such consideration (not less than par value) and to such
persons as the Board of Directors may determine from time to time. Shares may
not be issued until the full amount of the consideration, fixed as provided by
law, has been paid.

     Section 8.03   Payment for Shares.
                    ------------------

            (a)  The consideration for the issuance of shares shall consist of
     money paid, labor done (including services actually performed for the
     Corporation) or property (tangible or intangible) actually received.
     Neither promissory notes nor the promise of future services shall
     constitute payment or part payment for shares.

            (b)  In the absence of fraud in the transaction, the judgment of the
     Board of Directors as to the value of consideration received shall be
     conclusive.

            (c)  When consideration, fixed as provided by law, has been paid,
     the shares shall be deemed to have been issued and shall be considered
     fully paid and non--assessable.

            (d)  The consideration received for shares shall be allocated by the
     Board of Directors, in accordance with law, between stated capital and
     capital surplus accounts.

     Section 8.04   Transfer of Shares. Upon surrender to the Corporation or the
                    ------------------
transfer agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto and to cancel the old certificate. Each such
transfer shall be entered on the transfer book of the Corporation which shall be
kept at its principal office. Upon the closing of the stock transfer books or
the fixing of the record date, no transfer shall be made until after the purpose
for which the stock transfer books were closed or the record date fixed has been
realized.

     Section 8.05   Registered Shareholders. Except as otherwise provided in the
                    -----------------------
Act, the Corporation may regard the person in whose name the shares issued by
the Corporation are registered in the share transfer records of the Corporation
at any particular time (including, without limitation, as of a record date fixed
pursuant to Section 3.05 or Section 3.06 hereof) as the owner of those shares at
that time for purposes of voting those shares, receiving distributions thereon
or notices in respect thereof, transferring those shares, exercising rights of
dissent with respect to those shares, exercising or waiving any preemptive right
with respect to those shares, entering into any shareholder agreements or voting
trusts or voting agreements with respect to those shares; and neither the
Corporation nor any of its officers, Directors, employees, or agents shall be
liable for regarding that person as the owner of those shares at that time for
those purposes, regardless of whether that person does not possess a certificate
for those shares.
<PAGE>

     Section 8.06   Lost, Stolen or Destroyed Certificates. The Corporation
                    --------------------------------------
shall issue a new certificate in place of any certificate for shares previously
issued if the registered owner of the certificate :

            (a)  makes proof in affidavit form that it has been lost, destroyed
     or wrongfully taken;

            (b)  requests the issuance of a new certificate before the
     Corporation has notice that the certificate has been acquired by a
     purchaser for value in good faith and without notice of an adverse claim;

            (c)  if required by the Corporation, gives a bond in such form, and
     with such surety or sureties, with fixed or open penalty, as the
     Corporation may direct, to indemnify the Corporation (and its transfer
     agent and registrar, if any) against any claim that may be made on account
     of the alleged loss, destruction or theft of the certificate; and

            (d)  satisfies any other reasonable requirements imposed by the
     Corporation.

When a certificate has been lost, apparently destroyed or wrongfully taken, and
the holder of record fails to notify the Corporation within a reasonable time
after he has notice of such loss, destruction or taking, and the Corporation
registers a transfer of shares represented by the certificate before receiving
such notification, the holder of record is precluded from making any claim
against the Corporation for the transfer or for a new certificate.

     Section 8.07   Registration of Transfer. The Corporation shall register the
                    ------------------------
transfer of a certificate for shares presented to it for transfer if:

            (a)  the certificate is properly endorsed by the registered owner or
     his duly authorized attorney in fact;

            (b)  the signature of such person has been guaranteed by a national
     banking association or member of the New York Stock Exchange (unless such
     guarantee is waived in writing by the Corporation) , and reasonable
     assurance is given that such endorsements are effective;

            (c)  the Corporation has no notice of an adverse claim or has
     discharged any duty to inquire into such a claim; and

            (d)  there has been compliance with any applicable law relating to
     the collection of taxes.

     Section 8.08   Preemptive Rights. No Shareholder or other person shall have
                    -----------------
any preemptive right whatsoever.
<PAGE>

     Section 8.09   Restrictive Legends. Any restriction on preemptive rights of
                    -------------------
the Shareholders and any restrictions on the transfer, or registration of
transfer, of shares of stock of the Corporation shall be set forth or referred
to on each certificate representing shares so restricted in the manner
hereinafter set forth. Each certificate representing shares so restricted shall:

            (a)  conspicuously set forth a full or summary statement of the
     restriction on the face of the certificate; or

            (b)  set forth such statement on the back of the certificate and
     conspicuously refer to the same on the front of the certificate; or

            (c)  conspicuously state on the face or back of the certificate that
     such restriction exists pursuant to a specified document and either:

                    (1)  that the Corporation will furnish to the recordholder
     of the certificate a copy of the specified document without charge upon
     written request to the Secretary at the Corporation's principal office; or

                    (2)  if such document is one required or permitted to be and
     has been filed under the Texas Business Corporation Act, as presently
     constituted and hereafter amended, that such specified document is on file
     in the office of the Secretary of State of Texas and contains a full
     statement of such restriction.

                                   ARTICLE 9
                     TELEPHONE PARTICIPATION IN MEETINGS;
                           ACTIONS WITHOUT A MEETING

     Section 9.01   Telephone Participation in Meetings. The Shareholders, the
                    -----------------------------------
Directors, or the members of any committee designated by the Board of Directors,
may participate in and hold a meeting of such Shareholders, Board of Directors
or committee by conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear and speak with
each other, and participation in a meeting pursuant to this Section 9.01 shall
constitute presence in person at such meeting, except when a person participates
in the meeting for the express purpose of objecting to the transaction of any
business on the ground that the meeting is not lawfully called or convened. A
meeting held under this Section 9.01 is subject to the same notice and other
requirements to which any other meeting of the Shareholders, the Board of
Directors, or a committee, as the case may be, is subject.

     Section 9.02   Action by Directors Without a Meeting. Any action required
                    -------------------------------------
by law or these Bylaws to be taken at a meeting of the Board of Directors or any
committee of the Board of Directors, or any action which may be taken at a
meeting of the Board of Directors or a committee of the Board of Directors, may
be taken without a meeting if a consent in writing, setting forth the action so
taken, shall have been signed by all of the Directors or the members of the
committee, as the case may be. Any such consent shall have the same force and
effect as a
<PAGE>

unanimous vote at a meeting. The consent may be in more than one counterpart so
long as each Director or member of the committee, as the case may be, signs a
counterpart of the consent.

     Section 9.03   Action by Shareholders Without a Meeting. Any action
                    ----------------------------------------
required by the Act or these Bylaws to be taken at a meeting of the
Shareholders, or any action which may be taken at any meeting of the
Shareholders, may be taken without a meeting, without prior notice, and without
a vote, if a consent or consents in writing, setting forth the action so taken,
shall have been signed by the holder or holders of shares having not less than
the minimum number of votes that would be necessary to take such action at a
meeting at which the holders of all shares entitled to vote on the action were
present and voted. Every written consent shall bear the date of signature of
each Shareholder who signs the consent. No written consent shall be effective to
take the action that is the subject of the consent, unless, within sixty (60)
days after the date of the earliest dated consent delivered to the Corporation a
consent or consent signed by the holder or holders of shares not having less
than the minimum number of votes that would be necessary to take the action that
is the subject of the consent are delivered by hand or certified registered
mail, return receipt requested, to the Corporation, by delivery to its
registered office, its principal place of business (addressed to the President
or principal executive officer of the Corporation) or an officer or agent of the
Corporation having custody of the books in which proceedings of meetings of the
Shareholders are recorded. A telegram, telex, cablegram, or similar transmission
by a Shareholder, or a photographic, photostatic, facsimile, or similar
reproduction of a writing signed by a Shareholder shall be regarded as signed by
a Shareholder for purposes of this Section 9.03. Prompt notice of the taking of
any action by the Shareholders without a meeting by less than unanimous written
consent shall be given to those Shareholders who did not consent in writing to
the action.

                                  ARTICLE 10
                               CORPORATE RECORDS

     Section 10.01  Minute Book. The Corporation shall keep at the principal
                    -----------
office, or such other place as the Board of Directors may order, a minute book
containing:

            (a)  the Articles of Incorporation;

            (b)  the Bylaws;

            (c)  any statements of change of address of registered office or
     registered agent;

            (d)  all of the minutes of all meetings of the Shareholders, the
     Board of Directors, and the committees of the Board of Directors; and

            (e)  all of the signed consents of the Shareholders, the Board of
     Directors, and the committees of the Board of Directors.

All minutes and consents shall be placed in such minute book, or, if a number of
counterparts of any such consents are signed by the Directors, the Shareholders,
or the members of the
<PAGE>

committee, as the case may be, one full copy of the consents and the signature
pages for the other counterparts shall be placed in the minute book. All
references in these Bylaws to meetings of the Board of Directors, the
Shareholders, or the committees of the Corporation shall also refer to actions
taken by consent, and all references in these Bylaws to minutes of meetings
shall also refer to signed, written consents.

     Section 10.02  Books of Account. The Corporation shall keep correct and
                    ----------------
complete books and records of account of its properties and business
transactions, including accounts of its assets, liabilities, receipts,
disbursements, gains, losses, capital, surplus, and shares.

     Section 10.03  Share Transfer Records. The Corporation shall keep at its
                    ----------------------
registered office or principal place of business, or at the office of its
transfer agent or registrar, a record of the original issuance of shares issued
by the Corporation and a record of each transfer of those shares that have been
presented to the Corporation for registration of transfer. Such records shall
contain the names and addresses of all past and current Shareholders of the
Corporation, the number and classes of shares issued by the Corporation held by
each of them, the number and date of certificates issued for shares, and the
number and date of cancellation of every certificate surrendered for
cancellation.

     Section 10.04  Form of Records. Any books, records, minutes and share
                    ---------------
transfer records of the Corporation may be in written form or may be kept in any
other form capable of being converted or reproduced into clearly legible written
form within a reasonable time, including without limitation on an information
storage device such as electronic data processing equipment.

                                  ARTICLE 11
                              GENERAL PROVISIONS

     Section 11.01  Fiscal Year. The fiscal year of the Corporation shall be
                    -----------
established by resolution of the Board of Directors and may be changed by
resolution of the Board of Directors.

     Section 11.02  Checks, Drafts, etc. All checks, drafts or other orders for
                    -------------------
the payment of money, notes or other evidences of indebtedness issued in the
name of the Corporation, shall be signed by such officer or officers, agent or
agents of the Corporation and in such manner as shall from time to time be
determined by resolutions of the Board of Directors, which resolutions may be
adopted on forms prescribed and/or provided by depositories.

     Section 11.03  Distributions and Share Dividends. The Board of Directors
                    ---------------------------------
may from time to time authorize, and the Corporation may make or pay,
distributions or share dividends in such amounts and in a manner and upon terms
and conditions consonant with applicable law and the Articles of Incorporation.

     Section 11.04  Amendment of Bylaws. These Bylaws may be altered, amended or
                    -------------------
repealed and new bylaws adopted by the Board of Directors at any meeting of the
Board of Directors at which a quorum is present, by the affirmative vote of the
Board of Directors. These
<PAGE>

Bylaws may also be altered, amended, or repealed and new bylaws adopted by the
Shareholders at any meeting of the Shareholders at which a quorum is present or
represented by the affirmative vote of the holders of a majority of the shares
present or represented at the meeting and entitled to vote thereat.

     Section 11.05  Seal. The Board of Directors shall, by appropriate
                    ----
resolution, designate a corporate seal which shall be circular in form and have
inscribed thereon the name of the Corporation and either the state of
incorporation or the city of its principal office.

     Section 11.06  Notices; Waiver of Notices. Notices delivered personally
                    --------------------------
shall be deemed to be delivered upon actual receipt. Mailed notices shall be
deemed to be delivered when deposited in the United States mail, with postage
thereon prepaid. Notices given by telegram shall be deemed to be delivered when
the telegram is delivered to the telegraph company. Whenever any notice is
required to be given to any Shareholder or Director, a waiver thereof in writing
signed by the Shareholder or the Director entitled to such notice, whether
before or after the time stated therein, shall be equivalent to the giving of
such notice to such Shareholder or Director.

     Section 11.07  Construction. Whenever the context so requires, the
                    ------------
masculine shall include the feminine and neuter, and the singular shall include
the plural, and conversely. If any portion of these Bylaws shall be invalid or
inoperative, then, so far as reasonable and possible (a) the remainder of these
Bylaws shall be considered valid and operative, and (b) effect shall be given to
the intent manifested by the portion held invalid or inoperative.

     Section 11.08  Table of Contents; Headings. The table of contents and
                    ---------------------------
headings are for organization, convenience and clarity. In interpreting these
Bylaws, they shall be subordinated in importance to the other written material.