<PAGE>
 
                                                                     EXHIBIT 3.2
                                     BYLAWS


                                       OF



                        GROUP MAINTENANCE AMERICA CORP.







                           As amended August 16, 1997
<PAGE>
 
                                 TABLE OF CONTENTS
<TABLE>

<S>                                                                     <C>  
ARTICLE 1.  

     Offices...........................................................   1
     Section 1.1  Principal Offices....................................   1
     Section 1.2  Registered Offices...................................   1
     Section 1.3  Other Offices........................................   1

ARTICLE 2.

     Shareholders Meetings.............................................   1
     Section 2.1  Annual Meeting.......................................   1
     Section 2.2  Special Meetings.....................................   2
     Section 2.3  Notices of Meetings and Adjourned Meetings...........   2
     Section 2.4  Voting Lists.........................................   2
     Section 2.5  Quorum...............................................   3
     Section 2.6  Organization.........................................   3
     Section 2.7  Voting...............................................   3
     Section 2.8  Voting of Shares by Certain Holders..................   4
     Section 2.9  Closing of Transfer Records or Fixing of Record Date.   4
     Section 2.10 Order of Business....................................   5
     Section 2.11 Action by Written Consent............................   5
     Section 2.12 Authorization of Proxies.............................   6
     Section 2.13 Inspectors and Voting Procedures.....................   6

ARTICLE 3.

     Directors.........................................................   6
     Section 3.1  Management...........................................   6
     Section 3.2  Number and Term......................................   7
     Section 3.3  Quorum and Manner of Action..........................   7
     Section 3.4  Vacancies............................................   7
     Section 3.5  Resignations.........................................   7
     Section 3.6  Removals.............................................   8
     Section 3.7  Annual Meetings......................................   8
     Section 3.8  Regular Meetings.....................................   8
     Section 3.9  Special Meetings.....................................   8
     Section 3.10 Organization of Meetings.............................   9
     Section 3.11 Place of Meetings....................................   9
     Section 3.12 Compensation of Directors............................   9
     Section 3.13 Action by Unanimous Written Consent..................   9
     Section 3.14 Participation in Meetings by Telephone...............   9
     Section 3.15 Nominations for Director.............................  10
 
</TABLE>
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<TABLE>

<S>                                                                      <C> 
ARTICLE 4.  

     Committees of the Board...........................................  10
     Section 4.1  Membership and Authorities...........................  10
     Section 4.2  Minutes..............................................  11
     Section 4.3  Vacancies............................................  11
     Section 4.4  Telephone Meetings...................................  11
     Section 4.5  Action Without Meeting...............................  11

SECTION 5.

     Officers..........................................................  12
     Section 5.1  Number and Title.....................................  12
     Section 5.2  Term of Office; Vacancies............................  12
     Section 5.3  Removal of Elected officers..........................  12
     Section 5.4  Resignations.........................................  12
     Section 5.5  The Chairman of the Board............................  13
     Section 5.6  Chief Executive Officer..............................  13
     Section 5.7  President............................................  13
     Section 5.8  Vice Presidents......................................  13
     Section 5.9  Corporate Secretary..................................  13
     Section 5.10 Assistant Secretaries................................  14
     Section 5.11 Treasurer or Chief Financial Officer.................  14
     Section 5.12 Assistant Treasurers.................................  14
     Section 5.13 Subordinate Officers.................................  14
     Section 5.14 Salaries and Compensation............................  15

ARTICLE 6.

     Indemnification...................................................  15

ARTICLE 7.

     Capital Stock.....................................................  16
     Section 7.1  Certificates of Stock................................  16
     Section 7.2  Lost Certificates....................................  16
     Section 7.3. Dividends............................................  17
     Section 7.4. Registered Shareholders..............................  17
     Section 7.5. Transfer of Stock....................................  17

ARTICLE 8.

     Miscellaneous Provisions..........................................  17
     Section 8.1. Corporate Seal.......................................  17
     Section 8.2. Fiscal Year..........................................  18
 
</TABLE>
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<TABLE>

<S>                                                                      <C>
     Section 8.3. Checks, Drafts, Notes................................  18
     Section 8.4. Notice and Waiver of Notice..........................  18
     Section 8.5. Examination of Books and Records.....................  18
     Section 8.6. Voting Upon Shares Held by the Corporation...........  19


ARTICLE 9.  

     Amendments........................................................  19

</TABLE> 
<PAGE>
 
                                     BYLAWS

                                       of

                        GROUP MAINTENANCE AMERICA CORP.
                              (the "Corporation")


                                  ARTICLE 1.

                                    Offices


     Section 1.1  Principal Offices.

     The principal office of the Corporation shall be in the City of Houston,
Texas.

     Section 1.2  Registered Offices.

     The registered office of the Corporation required to be maintained in the
State of Texas by the Texas Business Corporation Act (the "TBCA") may be, but
need not be, identical with the Corporation's principal office, and the address
of the registered office may be changed from time to time by the Board of
Directors.

     Section 1.3  Other Offices.

     The Corporation may also have offices at such other places both within and
without the State of Texas as the Board of Directors may from time to time
determine or the business of the Corporation may require.

                                  ARTICLE 2.

                             Shareholders Meetings
 
     Section 2.1  Annual Meeting.
 
     The annual meeting of the holders of shares of each class or series of
stock as are entitled to notice thereof and to vote at such meeting pursuant to
applicable law and the Corporation's Articles of Incorporation for the purpose
of electing directors and transacting such other proper business as may come
before it shall be held in each year, at such time, on such day and at such
place, within or without the State of Texas, as may be designated by the Board
of Directors.
<PAGE>
 
     Section 2.2  Special Meetings.

     In addition to such special meetings as are provided by law or the
Corporation's Articles of Incorporation, special meetings of the holders of any
class or series or of all classes or series of the Corporation's stock for any
purpose or purposes, may be called at any time by (i) the President or the Board
of Directors or (ii) the holders of at least fifty percent (50%) of all the
shares entitled to vote at such special meeting and may be held on such day, at
such time and at such place, within or without the State of Texas, as shall be
designated by the person or persons calling such meeting.

     Section 2.3  Notices of Meetings and Adjourned Meetings.

     Except as otherwise provided by law or by the Corporation's Articles of
Incorporation, written or printed notice of any meeting of Shareholders (i)
shall be given either by personal delivery or by mail to each Shareholder of
record entitled to vote at such meeting, (ii) shall be in such form as approved
by the Board of Directors, and (iii) shall state the date, place and hour of the
meeting, and, in the case of a special meeting, the purpose for which the
meeting is called.  Unless otherwise provided by law or by the Corporation's
Articles of Incorporation, such written notice shall be given not less than ten
(10) nor more than sixty (60) days before the date of the meeting.  Except when
a Shareholder attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business on the ground that
the meeting is not lawfully called or convened, presence in person or by proxy
of a Shareholder shall constitute a waiver of notice of such meeting.  Further,
a written waiver of any notice required by law or by these Bylaws, signed by the
person entitled to notice, whether before or after the time stated therein,
shall be deemed equivalent to notice. Except as otherwise provided by law or by
the Corporation's Articles of Incorporation, the business that may be transacted
at any special meeting of the Shareholders shall be limited to and consist of
the purpose or purposes stated in such notice.  If a meeting is adjourned to
another time or place, notice need not be given of the adjourned meeting if the
time and place thereof are announced at the meeting at which the adjournment is
taken; provided, however, that if the adjournment is for more than thirty (30)
days, or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each Shareholder of
record entitled to vote at the meeting.

     Section 2.4  Voting Lists.

     The officer or agent having charge of the share transfer books for shares
of the Corporation shall make, at least ten (10) days before each meeting of
Shareholders, a complete list of Shareholders entitled to vote at meetings or
any adjournments thereof, arranged in alphabetical order, with the address of
and the number of shares held by each, in accordance with applicable law and
shall make same available prior to and during each Shareholders' meeting for
inspection by the Corporation's Shareholders as required by law.  The
Corporation's original share transfer books shall be prima facie evidence as to
who are the Shareholders entitled to examine such list or transfer books or to
vote at any meeting of Shareholders.

                                       2
<PAGE>
 
     Section 2.5  Quorum.

     Except as otherwise provided by law or by the Corporation's Articles of
Incorporation, the holders of a majority of the Corporation's shares entitled to
vote at a meeting, represented at the meeting in person or represented by proxy,
without regard to class or series, shall constitute a quorum at all meetings of
the Shareholders for the transaction of business.  If, however, such quorum
shall not be present or represented at any meeting of the Shareholders, the
holders of a majority of the shares represented in person or by proxy at that
meeting may adjourn any meeting from time to time without notice other than
announcement at the meeting, except as otherwise required by these Bylaws, 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 that meeting.  At
any such adjourned meeting at which a quorum shall be present or represented,
any business may be transacted which might have been transacted at the meeting
as originally called.

     Section 2.6  Organization.

     Meetings of the Shareholders shall be presided over by the Chairman of the
Board of Directors, if one shall be elected, or in his absence, by the President
or by any Vice President, or, in the absence of any such officers, by a chairman
to be chosen by a majority of the Shareholders entitled to vote at the meeting
who are present in person or by proxy.  The secretary, or, in his absence, any
Assistant Secretary or any person appointed by the individual presiding over the
meeting, shall act as Secretary at meetings of the Shareholders.

     Section 2.7  Voting.

     Each Shareholder of record, as determined pursuant to Section 2.9, who is
entitled to vote in accordance with the terms of the Corporation's Articles of
Incorporation and in accordance with the provisions of these Bylaws, shall be
entitled to one vote, in person or by proxy, for each share of stock registered
in his name on the books of the Corporation.  Every Shareholder entitled to vote
at any Shareholders' meeting may authorize another person or persons to act for
him by proxy executed in writing pursuant to Section 2.12, provided that no
proxy shall be valid after eleven (11) months from the date of its execution,
unless the proxy provides for a longer period.  A duly executed proxy shall be
revocable unless the proxy form conspicuously states that the proxy is
irrevocable and if, and only as long as, it is coupled with an interest
sufficient in law to support an irrevocable power.  A Shareholder's attendance
at any meeting shall not have the effect of revoking a previously granted proxy
unless such Shareholder shall in writing so notify the Secretary of the meeting
prior to the voting of the proxy.  Unless otherwise provided by law, no vote on
the election of directors or any question brought before the meeting need be by
ballot unless the chairman of the meeting shall determine that it shall be by
ballot or the holders of a majority of the shares of stock present in person or
by proxy and entitled to participate in such vote shall so demand.  In a vote by
ballot, each ballot shall state the number of shares voted and the name of the
Shareholder or proxy voting.  Except as otherwise provided by law, by the
Corporation's Articles of Incorporation or these 

                                       3
<PAGE>
 
Bylaws, all elections of directors shall be elected by a plurality of votes cast
by the holders of shares entitled to vote in the election of directors at a
meeting of Shareholders at which a quorum is present. Except as otherwise
provided by law or the Corporation's Articles of Incorporation, all other
matters before the Shareholders shall be decided by the vote of the holders of a
majority of the shares entitled to vote on that matter and represented in person
or by proxy at a meeting of Shareholders at which a quorum is present. In the
election of directors, votes may not be cumulated.

     Section 2.8  Voting of Shares by Certain Holders.

     Shares standing in the name of another corporation may be voted by an
officer, agent or proxy as designated in the bylaws of such corporation, or in
the absence of such designation, as the board of directors of such corporation
may determine.  Shares held by an administrator, executor, guardian or
conservator may be voted 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 voted by him, either in person or by proxy, but no trustee shall be
entitled to vote shares held by him without transfer of such shares into his
name.  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 into his name if authority to do so be contained
in an appropriate order of the Court by which such receiver was appointed.  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.  Shares
standing in the name of the Corporation or held by it 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.

     Section 2.9  Closing of Transfer Records or Fixing of Record Date.

          (a) Fixing Record Dates for Matters Other than Consents to Action.
     The Board of Directors of the Corporation may provide that the stock
     transfer books be closed for a stated period not to exceed sixty (60) days
     for the purpose of determining Shareholders entitled to notice of or to
     vote at any meeting of Shareholders or any adjournment thereof, or
     Shareholders entitled to receive payment of any distribution or share
     dividend, or in order to make a determination of Shareholders for any other
     proper purpose (other than a distribution involving a purchase or
     redemption by the Corporation of any of its own shares).  If the share
     transfer records are closed as set forth in this Section, the records shall
     be closed for at least ten (10) days immediately preceding the 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, the date to be not more than sixty (60) days, and in case of
     a meeting of Shareholders not less than ten (10) days, prior to the date on
     which the particular action requiring determination of Shareholders is to
     be taken.  If the share transfer records are not closed and no record date
     is fixed for determination of Shareholders entitled to notice of or to vote
     at a meeting of Shareholders, or Shareholders entitled to receive payment
     of a distribution or share dividend (other than a distribution involving a
     purchase or redemption by the Corporation of any of its own shares), the
     date on which notice of the meeting is mailed, or the date on which the
     resolution of the Board of Directors declaring 

                                       4
<PAGE>
 
     such dividend is adopted, as the case may be, shall be the record date for
     determination of Shareholders. When a determination of Shareholders
     entitled to vote at any meeting of Shareholders has been made as provided
     in this Section, such determination shall apply to any adjournment thereof
     except where the determination has been made by closing the share transfer
     records and the stated period of closing has expired.

          (b) Fixing Record Dates for Consents to Action.  Unless a record date
     has previously been determined by the Board of Directors, whenever action
     by Shareholders is proposed to be taken by consent in writing without a
     meeting of Shareholders, the Board of Directors may fix a record date for
     the purpose of determining Shareholders entitled to consent to that action,
     which record date shall not proceed, and shall not be more than ten (10)
     days after, the date on 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
     otherwise required by statute, the record date for determining 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 Shareholders are recorded.  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 statute, the record date for determining
     Shareholders 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 2.10  Order of Business.

     The order of business at all meetings of Shareholders shall be as
determined by the chairman of the meeting or as is otherwise determined by the
vote of the holders of a majority of the shares of stock present in person or by
proxy and entitled to vote without regard to class or series at the meeting.

     Section 2.11  Action by Written Consent.

     Unless otherwise provided by law or the Corporation's Articles of
Incorporation, any action required or permitted to be taken by the Shareholders
of the Corporation may be taken without a meeting, without prior notice and
without a vote, if a consent in writing setting forth the action so taken, shall
have been signed by all of the Shareholders entitled to vote with respect to the
action that is the subject of the consent.  Except as provided above, no action
shall be taken by the Shareholders by written consent.

                                       5
<PAGE>
 
     Section 2.12  Authorization of Proxies.

     Any Shareholder may vote either in person or by proxy executed in writing
by the Shareholder.  A telegram, telex, cablegram, or similar transmission by
the Shareholder, or a photographic, photostatic, facsimile, or similar
reproduction or a writing executed by the Shareholder, shall be treated as an
execution in writing. No proxy will 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 2.13  Inspectors and Voting Procedures.

          (a) The Corporation may, in advance of any meeting of Shareholders,
     appoint one or more inspectors to act at the meeting and make a written
     report thereof.  The Corporation may designate one or more persons as
     alternate inspectors to replace any inspector who fails to act.  If no
     inspector or alternate is able to act at a meeting of Shareholders, the
     person presiding at the meeting shall appoint one or more inspectors to act
     at the meeting.  Each inspector, before entering upon the discharge of his
     duties, shall take and sign an oath faithfully to execute the duties of
     inspector with strict impartiality and according to the best of his
     ability.

          (b) If any inspectors are elected, the inspectors shall (i) ascertain
     the number of shares outstanding and the voting power of each share, the
     number of shares represented at the meeting, the existence of a quorum, and
     the authority, validity and effect of proxies, (ii) count and tabulate all
     votes, assents and consents, and determine and announce results, and (iii)
     do all other acts as may be proper to conduct elections or votes with
     fairness to all Shareholders.  The inspectors, if any are elected, may
     appoint or retain other persons or entities to assist the inspectors in the
     performance of the duties of the inspectors.

                                  ARTICLE 3.

                                   Directors

     Section 3.1  Management.

     The property, affairs and business of the Corporation shall be managed by
or under the direction of the Board of Directors which may exercise all powers
of the Corporation and do all lawful acts and things as are not by law, by the
Corporation's Articles of Incorporation or by these Bylaws directed or required
to be exercised or done by the Shareholders.

                                       6
<PAGE>
 
     Section 3.2  Number and Term.

     The number of directors may be fixed from time to time by resolution of the
Board of Directors adopted by the affirmative vote of a majority of the entire
Board of Directors, but shall consist of not less than nine members nor more
than 18 members. Directors need not be Shareholders. No decrease in the number
of directors shall have the effect of shortening the term of office of any
incumbent director.

     Section 3.3  Quorum and Manner of Action.

     At all meetings of the Board of Directors a majority of the total number of
directors holding office shall constitute a quorum for the transaction of
business and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the Board of Directors, except as
may be otherwise specifically provided by law, by the Corporation's Articles of
Incorporation or these Bylaws.  When the Board of Directors consists of one
director, the one director shall constitute a majority and a quorum.  If at any
meeting of the Board of Directors there shall be less than a quorum present, a
majority of those present may adjourn the meeting from time to time until a
quorum is obtained, and no further notice thereof need be given other than by
announcement at such adjourned meeting.  Attendance by a director at a meeting
shall constitute a waiver of notice of such meeting except where a director
attends a meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business on the ground that the meeting is
not lawfully called or convened.

     Section 3.4  Vacancies.

     Except as otherwise provided by law or the Corporation's Articles of
Incorporation, in the case of any vacancy in the Board of Directors, however
created, the vacancy or vacancies may be filled by majority vote of the
directors remaining on the whole Board of Directors although less than a quorum,
or by a sole remaining director.  In the event one or more directors shall
resign, effective at a future date, such vacancy or vacancies shall be filled by
election at an annual or special meeting of Shareholders called for that
purpose, or by a majority of the directors who will remain on the whole Board of
Directors, although less than a quorum, or by a sole remaining director. A
director elected to fill a vacancy shall be elected for the unexpired term of
his predecessor in office. Any directorship to be filled by reason of an
increase in the number of Directors shall be filled by the Board of Directors
for a term of office continuing only until the next election of one or more
directors by the Shareholders; provided that the Board of Directors may not fill
more than two such directorships during the period between any two successive
annual meetings of Shareholders.

     Section 3.5  Resignations.

     A director may resign at any time upon written notice of resignation to the
Corporation.  Any resignation shall be effective immediately unless a certain
effective date is specified therein, in which event it will be effective upon
such date and acceptance of any resignation shall not be necessary to make it
effective.

                                       7
<PAGE>
 
     Section 3.6  Removals.

     Any director or the entire Board of Directors may be removed, only for
cause, and another person or persons may be elected to serve for the remainder
of his or their term, by the holders of a majority of the shares of the
Corporation entitled to vote in the election of directors.  In case any
vacancy so created shall not be filled by the Shareholders at such meeting, such
vacancy may be filled by the directors as provided in Section 3.4.

     Section 3.7  Annual Meetings.

     The annual meeting of the Board of Directors shall be held, if a quorum be
present, immediately following each annual meeting of the Shareholders at the
place such meeting of Shareholders took place, for the purpose of organization
and transaction of any business that might be transacted at a regular meeting of
the Board of Directors, and no notice of such meeting shall be necessary.  If a
quorum is not present, such annual meeting may be held at any other time or
place that may be specified in a notice given in the manner provided in Section
3.9 for special meetings of the Board of Directors or in a waiver of notice
thereof.

     Section 3.8  Regular Meetings.

     Regular meetings of the Board of Directors may be held without notice at
such places and times as shall be determined from time to time by resolution of
the Board of Directors.  Except as otherwise provided by law, any business may
be transacted at any regular meeting of the Board of Directors.

     Section 3.9  Special Meetings.

     Special meetings of the Board of Directors may be called by the Chairman of
the Board, if any, the President, or by any director.  Notice of any special
meeting, effective upon delivery in accordance herewith, shall be given at least
two (2) days prior thereto by written notice delivered personally, or by written
notice mailed or sent by facsimile transmission to each director at his business
address.  If mailed, the notice shall be deemed to be delivered three (3) days
following its deposit in the United States mail so addressed, with postage
thereon prepaid.  If given by facsimile transmission, the notice shall be deemed
to be delivered when sent and confirmed electronically.  The attendance of a
director at a meeting shall constitute a waiver of notice of such meeting,
except where 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
special meetings need be specified in any notice or written waiver of notice
unless so required by the Corporation's Articles of Incorporation or by these
Bylaws.  Any and all business may be transacted at a special meeting, unless
limited by law, the Corporation's Articles of Incorporation or by these Bylaws.

                                       8
<PAGE>
 
     Section 3.10  Organization of Meetings.

     At any meeting of the Board of Directors, business shall be transacted in
such order and manner as such Board of Directors may from time to time
determine, and all matters shall be determined by the vote of a majority of the
directors present at any meeting at which there is a quorum, except as otherwise
provided by the Corporation's Articles of Incorporation, these Bylaws or
required by law.

     Section 3.11  Place of Meetings.

     The Board of Directors may hold its meetings and have one or more offices,
and keep the books of the Corporation, outside the State of Texas, at any office
or offices of the Corporation, or at any other place as it may from time to time
by resolution determine.

     Section 3.12  Compensation of Directors.

     Directors shall not receive any stated salary for their services as
directors, but by resolution of the Board of Directors a fixed honorarium or
fees and expenses, if any, of attendance may be allowed for attendance at each
meeting.  Nothing herein contained shall be construed to preclude any director
from serving the Corporation in any other capacity and receiving compensation
therefor.  Members of special or standing committees may be allowed like
compensation for attending such committee meetings.

     Section 3.13  Action by Unanimous Written Consent.

     Unless otherwise restricted by law, the Corporation's Articles of
Incorporation or these Bylaws, any action required or permitted to be taken at
any meeting of the Board of Directors or of any committee thereof may be taken
without a meeting if all members of the Board of Directors or of such committee,
as the case may be, consent thereto in writing and the writing or writings are
filed with the minutes of proceedings of the Board of Directors or the
committee.

     Section 3.14  Participation in Meetings by Telephone.

     Unless otherwise restricted by the Corporation's Articles of Incorporation
or these Bylaws, members of the Board of Directors or of any committee thereof
may participate in a meeting of such Board of Directors 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.  Participation in a
meeting in such manner shall constitute presence in person at such meeting,
except where a person participates in the meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business
on the grounds that the meeting is not lawfully called or convened.

                                       9
<PAGE>
 
     Section 3.15   Nominations for Director.

     Nominations of persons for election to the Board of the corporation at the
Annual Meeting of Stockholders may be made at a meeting of stockholders by or at
the direction of the Board of Directors by any nominating committee or person
appointed by the Board or by any stockholder of the corporation entitled to vote
for the election of directors at the meeting who complies with the notice
procedures set forth in this Article 3.  Such nominations, other than those made
by or at the direction of the Board, shall be made pursuant to timely notice in
writing to the Secretary of the corporation.  To be timely, a stockholder's
notice shall be delivered to or mailed and received at the principal executive
offices of the corporation not less than 50 days nor more than 75 days prior to
the meeting; provided, however, that in the event that less than 65 days' notice
or prior public disclosure of the date of the meeting is given or made to
stockholders, notice by the stockholder to be timely must be so received not
later than the close of business on the 15/th/ day following the day on which
such notice of the date of the meeting was mailed or such public disclosure was
made, whichever first occurs. Such stockholder's notice to the Secretary shall
set forth (a) as to each person whom the stockholder proposes to nominate for
election or reelection as a director, (i) the name, age, business address and
residence of the person, (ii) the principal occupation or employment of the
person, (iii) the class and number of shares of capital stock of the corporation
that are beneficially owned by the person and (iv) any other information
relating to the person that is required to be disclosed in solicitations for
proxies for election of directors pursuant to Rule 14A under the Securities
Exchange Act of 1934 as amended; and (b) as to the stockholder giving the notice
(i) the name and record address of the stockholder and (ii) the class and number
of shares of capital stock of the corporation that are beneficially owned by the
stockholder. The corporation may require any proposed nominee to furnish such
other information as may reasonably be required by the corporation to determine
the eligibility of such proposed nominee to serve as director of the
corporation. No person shall be eligible for election as director of the
corporation at the Annual Meeting of Stockholders unless nominated in accordance
with the procedures set forth herein. The Chairman of the meeting shall, if the
facts warrant, determine and declare to the meeting that a nomination was not
made in accordance with the foregoing procedure, and if he should so determine,
he shall declare to the meeting and the defective nomination shall be
disregarded.


                                  ARTICLE 4.

                            Committees of the Board

     Section 4.1  Membership and Authorities.

     The Board of Directors may, by resolution or resolutions passed by a
majority of the whole Board of Directors, designate one (1) or more directors to
constitute such committees as the Board of Directors may determine, each of
which committees to the extent provided in such resolution or resolutions or in
these Bylaws, shall have and may exercise, subject to the provisions of Article
2.36 of the TBCA, all the powers of the Board of Directors in the management of
the business and affairs of the Corporation, except in those cases where the
authority of the Board of Directors is specifically 

                                       10
<PAGE>
 
denied to such committee or committees by law, the Corporation's Articles of
Incorporation or these Bylaws, and may authorize the seal of the Corporation to
be affixed to all papers that may require such seal. The designation of any
committee and the delegation thereto of authority shall not operate to relieve
the Board of Directors, or any member thereof, of any responsibility imposed
upon it or him by law.

     Section 4.2  Minutes.

     Each committee designated by the Board of Directors shall keep regular
minutes of its proceedings and report the same to the Board of Directors when
required.

     Section 4.3  Vacancies.

     The Board of Directors may designate one (1) or more of its members as
alternate members of any committee who may replace any absent or disqualified
member at any meeting of such committee.  If no alternate members have been
appointed, the committee member or members thereof present at any meeting and
not disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any absent or disqualified member.  The Board of
Directors shall have the power at any time to fill vacancies in, to change the
membership of, and to dissolve, any committee.

     Section 4.4  Telephone Meetings.

     Members of any committee designated by the Board of Directors may
participate in or hold a meeting by use of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other.  Participation in a meeting pursuant to this
Section 4.4 shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business on the ground that
the meeting is not lawfully called or convened.

     Section 4.5  Action Without Meeting.

     Any action required or permitted to be taken at a meeting of any committee
designated by the Board of Directors may be taken without a meeting if a consent
in writing, setting forth the action so taken, is signed by all the members of
the committee and filed with the minutes of the committee proceedings.  Such
consent shall have the same force and effect as a unanimous vote at a meeting.

                                       11
<PAGE>
 
                                  ARTICLE 5.

                                   Officers

     Section 5.1  Number and Title.

     The officers of the corporation shall be a President and a Corporate
Secretary, each of whom shall be elected by the Board of Directors and such
officers, including a Chairman of the Board, one (1) or more Vice Presidents,
the number thereof to be determined by the Board of Directors, a Chief Financial
Officer or Treasurer, and such other officers as the Board of Directors may deem
to be necessary, may be elected or appointed by the Board of Directors.  Any two
(2) or more offices may be held by the same person.  If any two (2) or more
offices are held by the same person, such person shall be entitled to exercise
the rights and duties of each office as set forth hereinafter.  If the holder of
two (2) or more corporate offices is required to sign any corporate documents,
instruments, certificates, agreements, or any other documents on the
Corporation's behalf, then the signature of such person in any one (1) of his
capacities shall be sufficient to bind the Corporation.  Any one or more of the
Vice Presidents may be designated as an Executive Vice President or Senior Vice
President.

     Section 5.2  Term of Office; Vacancies.

     So far as is practicable, all elected officers shall be elected by the
Board of Directors at the annual meeting of the Board of Directors each year,
and except as otherwise provided in this Article 5, shall hold office until the
next such meeting of the Board of Directors in the subsequent year and until
their respective successors are elected and qualified or until their earlier
resignation or removal.  All appointed officers shall hold office at the
pleasure of the Board of Directors.  If any vacancy shall occur in any office,
the Board of Directors may elect or appoint a successor to fill such vacancy for
the remainder of the term.

     Section 5.3  Removal of Elected Officers.

     Any elected officer may be removed at any time, with or without cause, by
affirmative vote of a majority of the whole Board of Directors, at any regular
meeting or at any special meeting called for such purpose.

     Section 5.4  Resignations.

     Any officer may resign at any time upon written notice of resignation to
the President, Secretary or Board of Directors of the Corporation.  Any
resignation shall be effective immediately unless a date certain is specified
for it to take effect, in which event it shall be effective upon such date, and
acceptance of any resignation shall not be necessary to make it effective,
irrespective of whether the resignation is tendered subject to such acceptance.

                                       12
<PAGE>
 
     Section 5.5  The Chairman of the Board.

     The Chairman of the Board, if one shall be elected, shall preside at all
meetings of the Shareholders and Board of Directors.  In addition, the Chairman
of the Board shall perform whatever duties and shall exercise all powers that
are given to him by the Board of Directors.

     Section 5.6  Chief Executive Officer.

     The Chief Executive Officer shall be the most senior executive officer of
the Corporation; shall (in the absence of the Chairman of the Board, if one be
elected) preside at meetings of the Shareholders and Board of Directors; shall
be ex officio a member of all standing committees; shall have general and active
management of business of the Corporation; shall implement the general
directives, plans and policies formulated by the Board of Directors; and shall
further have such duties, responsibilities and authorities as may be assigned to
him by the Board of Directors.  He may sign, with any other proper officer,
certificates for shares of the Corporation and any deeds, bonds, mortgages,
contracts and other documents which the Board of Directors has authorized to be
executed, except where required by law to be otherwise signed and executed and
except where the signing and execution thereof shall be expressly delegated by
the Board of Directors or these Bylaws, to some other officer or agent of the
corporation.  In the absence of the Chief Executive Officer, his duties shall be
performed and his authority may be exercised by the President of the
Corporation.

     Section 5.7  President.

     The President shall, after the Chief Executive Officer, be the most senior
executive officer of the corporation and shall, subject to the authority of the
Chief Executive Officer, implement the general plans and directives of the Board
of Directors and perform such other duties as may be assigned to him by the
Board of Directors.

     Section 5.8  Vice Presidents.

     The several Vice Presidents, including Executive Vice Presidents and Senior
Vice Presidents,  shall have such powers and duties as may be assigned to them
by these Bylaws and as may from time to time be assigned to them by the Board of
Directors and may sign, with any other proper officer, certificates for shares
of the Corporation.

     Section 5.9  Corporate Secretary.

     The Corporate Secretary, if available, shall attend all meetings of the
Board of Directors and all meetings of the Shareholders and record the
proceedings of the meetings in a book to be kept for that purpose and shall
perform like duties for any committee of the Board of Directors as shall
designate him to serve.  He shall give, or cause to be given, notice of all
meetings of the Shareholders and meetings of the Board of Directors and
committees thereof and shall perform such other duties incident to the office of
secretary or as may be prescribed by the Board of Directors or 

                                       13
<PAGE>
 
the President, under whose supervision he shall be. He shall have custody of the
corporate seal of the Corporation and he, or any Assistant Secretary, or any
other person whom the Board of Directors may designate, shall have authority to
affix the same to any instrument requiring it, and when so affixed it may be
attested by his signature or by the signature of any Assistant Secretary or by
the signature of such other person so affixing such seal.

     Section 5.10  Assistant Secretaries.

     Each Assistant Secretary shall have the usual powers and duties pertaining
to his office, together with such other powers and duties as may be assigned to
him by the Board of Directors, the President or the Secretary.  The Assistant
Secretary or such other person as may be designated by the President shall
exercise the powers of the Secretary during that officer's absence or inability
to act.

     Section 5.11  Treasurer or Chief Financial Officer.

     The Treasurer or Chief Financial Officer shall have the custody of and be
responsible for the corporate funds and securities, shall keep full and separate
accounts of receipts and disbursements in the books belonging to the Corporation
and shall deposit all monies and other valuable effects in the name and the
credit of the Corporation in such depositories as may be designated by the Board
of Directors.  He shall disburse the funds of the Corporation as may be ordered
by the Board of Directors, taking proper vouchers for such disbursements, and
shall render to the President and the Board of Directors, at its regular
meetings, or when the Board of Directors so requires, an account of all his
transactions as Treasurer or Chief Financial Officer and of the financial
condition of the Corporation and he shall perform all other duties incident to
the position of Treasurer or Chief Financial Officer, or as may be prescribed by
the Board of Directors or the President. If required by the Board of Directors,
he shall give the Corporation a bond in such sum and with such surety or
sureties as shall be satisfactory to the Board of Directors for the faithful
performance of the duties of his office and for the restoration to the
Corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the Corporation

     Section 5.12  Assistant Treasurers.

     Each Assistant Treasurer shall have the usual powers and duties pertaining
to his office, together with such other powers and duties as may be assigned to
him by the Board of Directors, the President or the Treasurer.  The Assistant
Treasurer or such other person designated by the President shall exercise the
power of the Treasurer during that officer's absence or inability to act.

     Section 5.13  Subordinate Officers.

     The Board of Directors may (i) appoint such other subordinate officers and
agents as it shall deem necessary who shall hold their offices for such terms,
have such authority and perform such 

                                       14
<PAGE>
 
duties as the Board of Directors may from time to time determine, or (ii)
delegate to any committee or officer the power to appoint any such subordinate
officers or agents.

     Section 5.14  Salaries and Compensation.

     The salary or other compensation of officers shall be fixed from time to
time by the Board of Directors.  The Board of Directors may delegate to any
committee or officer the power to fix from time to time the salary or other
compensation of subordinate officers and agents appointed in accordance with the
provisions of Section 5.2.


                                  ARTICLE 6.

                                Indemnification

          (a) Right to Indemnification.  Each person who was or is made a party
or is threatened to be made a party to or is otherwise involved in any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative, arbitrative or investigative, any appeal in such
action, suit or proceeding, and any inquiry or investigation that would lead to
such action, suit or proceeding (hereinafter a "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 or officer of the Corporation or is or was serving at the
request of the Corporation as a director or officer of another corporation or of
a partnership, joint venture, trust or other enterprise, including service with
respect to an employee benefit plan (hereinafter an "indemnitee"), whether the
basis of such proceeding is alleged action in an official capacity as a director
or officer or in any other capacity while serving as a director or officer,
shall be indemnified and held harmless by the Corporation to the fullest extent
authorized by the TBCA, 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 permitted prior
thereto), against all judgments, fines, penalties (including excise tax and
similar taxes), settlements, and reasonable expenses actually incurred by such
indemnitee in connection therewith. The right to indemnification conferred in
this Section shall include the right to be paid by the Corporation the expenses
incurred in defending any such proceeding in advance of its final disposition
(hereinafter an "advancement of expenses"); provided, however, that, if the TBCA
requires, an advancement of expenses incurred by an indemnitee shall be made
only upon delivery to the Corporation of an undertaking, by or on behalf of such
indemnitee, to repay all amounts so advanced if it shall ultimately be
determined by that such indemnitee is not entitled to be indemnified for such
expenses under this Section or otherwise.

          (b) Insurance.  The Corporation may purchase and maintain insurance,
at its expense, on behalf of any indemnitee against any liability asserted
against him and incurred by him in such a capacity or arising out of his status
as a representative of the Corporation, whether or not the Corporation would
have the power to indemnify such person against such expense, liability or loss
under the TBCA.

                                       15
<PAGE>
 
          (c) Indemnity of Employees and Agents of the Corporation.  The
Corporation may, to the extent authorized from time to time by the Board of
Directors, grant rights to indemnification and to the advancement of expenses to
any employee or agent of the Corporation to the fullest extent of the provisions
of this Article or as otherwise permitted under the TBCA with respect to the
indemnification and advancement of expenses of directors and officers of the
Corporation.


                                  ARTICLE 7.

                                 Capital Stock

          Section 7.1  Certificates of Stock.

          Certificates of stock shall be issued to each Shareholder certifying
the number of shares owned by him in the Corporation and shall be in a form not
inconsistent with the Articles of Incorporation and as approved by the Board of
Directors.  The certificates shall be signed by the Chairman of the Board, the
President or a Vice President and by the Secretary or an Assistant Secretary, or
the Treasurer, Chief Financial Officer or an Assistant Treasurer and may be
sealed with the seal of the Corporation or a facsimile thereof.  Any or all of
the signatures on the certificate may be a facsimile.  In case any officer,
transfer agent or registrar who has signed or whose facsimile signature has been
placed upon a certificate ceases to hold such position, such certificate may
nevertheless be issued by the Corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.

          If the Corporation shall be authorized to issue more than one (1)
class of stock or more than one (1) series of any class, each certificate
representing shares shall conspicuously set forth in full or summarized on the
face or back of the certificate, either (i) the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof to the extent they have been filed and
determined and the authority of the Board of Directors to fix and determine the
designations, preferences, limitations and relative rights of subsequent series,
or (ii) a summary thereof; provided that, except as otherwise provided by
statute, in lieu of the foregoing requirements, there may be set forth on the
face or back of the certificate which the Corporation shall issue to represent
such class or series of stock, a statement that such information is set forth in
the Articles of Incorporation on file in the office of the Secretary of State of
the State of Texas, and the Corporation will furnish without charge to each
Shareholder who so requests the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights.

          Section 7.2  Lost Certificates.

          The Board of Directors may direct a new certificate to be issued in
place of any certificate theretofore issued by the Corporation alleged to have
been lost, stolen or destroyed, upon the making of an affidavit of that fact by
the owner of such certificate, or his legal representative.  When 

                                       16
<PAGE>
 
authorizing the issuance of a new certificate, the Board of Directors may in its
discretion, as a condition precedent to the issuance thereof, require the owner,
or his legal representative, to give a bond in such form and substance with such
surety as it may direct, to indemnify the Corporation against any claim that may
be made on account of the alleged loss, theft or destruction of such certificate
or the issuance of such new certificate.

          Section 7.3.  Dividends.

          Subject to Article 2.38 of the TBCA and the provisions of the
Corporation's Articles of Incorporation, if any, and except as otherwise
provided by law, the directors may declare dividends upon the capital stock of
the Corporation as and when they deem it to be expedient.  Such dividends may be
paid in cash, in property or in shares of the Corporation's capital stock.
Before declaring any dividend there may be set apart out of the funds of the
Corporation available for dividends, such sum or sums as the directors from time
to time in their discretion determine to be proper for working capital or as a
reserve fund to meet contingencies or for equalizing dividends, or for such
other purposes as the directors shall determine to be in the best interest of
the Corporation and the directors may modify or abolish any such reserve in the
manner in which it was created.

          Section 7.4.  Registered Shareholders.

          Except as expressly provided by law, the Corporation's Articles of
Incorporation or these Bylaws, the Corporation shall be entitled to treat
registered Shareholders as the only holders and owners in fact of the shares
standing in their respective names and the Corporation shall not be bound to
recognize any equitable or other claim to or interest in such shares on the part
of any other person, regardless of whether it shall have express or other notice
thereof.

          Section 7.5.  Transfer of Stock.

          Transfers of shares of the capital stock of the Corporation shall be
made only on the books of the Corporation by the registered owners thereof, or
by their legal representatives or their duly authorized attorneys.  Upon any
such transfers the old certificates shall be surrendered to the Corporation by
the delivery thereof to the person in charge of the stock transfer books and
ledgers, by whom they shall be canceled and new certificates shall thereupon be
issued.

                                  ARTICLE 8.

                            Miscellaneous Provisions


          Section 8.1.  Corporate Seal.

          If one is adopted, the corporate seal shall have inscribed thereon the
name of the Corporation and shall be in such form as may be approved by the
Board of Directors.  Such seal may be used by causing it or a facsimile thereof
to be impressed or affixed or in any manner reproduced.

                                       17
<PAGE>
 
          Section 8.2.  Fiscal Year.

          The fiscal year of the Corporation shall be fixed by resolution of the
Board of Directors.

          Section 8.3.  Checks, Drafts, Notes.

          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 resolution (whether
general or special) of the Board of Directors or may be prescribed by any
officer or officers, or any officer and agent jointly, thereunto duly authorized
by the Board of Directors.

          Section 8.4.  Notice and Waiver of Notice.

          Whenever notice is required to be given to any director or Shareholder
under the provisions of applicable law, the Corporation's Articles of
Incorporation or these Bylaws, such notice shall be in writing and delivered
whether (i) personally, or (ii) by registered or certified mail, or (iii) by
telegram, telecopy, or similar facsimile means (delivered during the recipient's
regular business hours).  Such notice shall be sent to such director or
Shareholder at the address or telecopy number as it appears on the records of
the Corporation, unless prior to the sending of such notice he has designated,
in a written request to the Secretary of the Corporation, another address or
telecopy number to which notices are to be sent.  Notices shall be deemed given
when received, if sent by telegram, telex, telecopy or similar facsimile means
(confirmation of such receipt by confirmed facsimile transmission being deemed
receipt of communications sent by telex, telecopy or other facsimile means); and
when delivered and receipted for (or upon the date of attempted delivery where
delivery is refused), if hand delivered, sent by express courier or delivery
service, or sent by certified or registered mail. Whenever notice is required to
be given under any provision of law, the Corporation's Articles of Incorporation
or these Bylaws, a waiver thereof in writing, by telegraph, cable or other form
of recorded communication, signed by the person or persons entitled to such
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business on the ground that the meeting is not lawfully
called or convened. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the Shareholders, directors, or members of
a committee of directors need be specified in any written waiver of notice
unless so required by the Corporation's Articles of Incorporation or these
Bylaws.

          Section 8.5.  Examination of Books and Records.

          The Board of Directors shall determine from time to time whether, and
if allowed, when and under what conditions and regulations the accounts and
books of the Corporation (except such as may by statute be specifically opened
to inspection) or any of them shall be open to inspection by the Shareholders,
and the Shareholders' rights in this respect are and shall be restricted and
limited accordingly.

                                       18
<PAGE>
 
          Section 8.6.   Voting Upon Shares Held by the Corporation.

          Unless otherwise provided by law or by the Board of Directors, the
Chairman of the Board of Directors, if one shall be elected, or the President,
if a Chairman of the Board of Directors shall not be elected, acting on behalf
of the Corporation, shall have full power and authority to attend and to act and
to vote at any meeting of Shareholders of any corporation, partnership, venture
or limited liability company in which the Corporation may hold stock or other
equity interest and, at any such meeting, shall possess and may exercise any and
all of the rights and powers incident to the ownership of such equity interest
which, as the owner thereof, the Corporation might have possessed and exercised,
if present.  The Board of Directors by resolution from time to time may confer
like powers upon any person or persons.

                                  ARTICLE 9.

                                  Amendments

          Except as expressly provided in the Corporation's Articles of
Incorporation, the directors, by the affirmative vote of a majority of the
entire Board of Directors and without the assent or vote of the Shareholders,
may at any meeting, provided the substance of the proposed amendment shall have
been stated in the notice of the meeting, make, repeal, alter, amend or rescind
any of these Bylaws or to adopt new Bylaws.  The Shareholders shall not make,
repeal, alter, amend or rescind any of the provisions of these Bylaws except by
the holders of not less than a majority of the shares of stock of the
Corporation entitled to vote in the election of directors.

                                       19