<PAGE>

                                                                    Exhibit 3(b)

                          CAM COMMERCE SOLUTIONS, INC.

                                    BY-LAWS

                                        I

                                     OFFICES

      1.1   The registered office and the registered agent of the Corporation
shall be located at such place as the Board of Directors may from time to time
designate.

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

                                       II

                         ANNUAL MEETING OF SHAREHOLDERS

      2.1   All meetings of Shareholders shall be held at such time and place as
may be fixed from time to time by the Board of Directors.

      2.2   Written notice of the Annual Meeting stating the time, place, and
purpose or purposes of the meeting shall be delivered either personally or by
mail, not less than ten or more than sixty days before the date of the meeting,
to each Shareholder of record entitled to vote at such meeting.

      2.3   When a meeting is adjourned to another time or place, it shall not
be necessary to give notice of the adjourned meeting if the time and place to
which the meeting is adjourned are announced at the meeting at which the
adjournment is taken, and at the adjourned meeting only such business is
transacted as might have been transacted at the original meeting. However, if
after the adjournment the Board of Directors establish a new record date for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
Shareholder of record on the new record date.

      2.4   Notice of meeting need not be given to any Shareholder who signs a
waiver of notice, in person or by proxy, whether before or after the meeting.
The attendance of any Shareholder at a meeting, in person or by proxy, without
protesting prior to the conclusion of the meeting the lack of notice of such
meeting, shall constitute a waiver of notice by him.

      2.5   Any action required or permitted to be taken at a meeting of
Shareholders by statute, the Certificate of Incorporation, or these By-Laws,
other than the annual election of Directors, may be taken without a meeting upon
the written consent of the Shareholders entitled to vote who in the aggregate
own the requisite amount of issued and outstanding shares of stock of the
Corporation which constitutes the minimum number of votes necessary to authorize
such action at a meeting at which all Shareholders entitled to vote thereon were
present and voting. The election of Directors may be taken without a meeting
upon the written consent of all Shareholders entitled to vote.

<PAGE>

                                       III

                         SPECIAL MEETING OF SHAREHOLDERS

      3.1   Special Meetings of Shareholders for any purpose other than the
election of directors may be held at such time and place within or without the
State of Delaware as shall be stated in the notice of the meeting or in a duly
executed waiver of notice thereof.

      3.2   A Special Meeting of the Shareholders may be called by a Shareholder
or Shareholders who own in the aggregate at least 10% of the Corporation's
outstanding Common Stock.

      3.3   Special Meetings of the Shareholders, for any purpose or purposes,
unless otherwise prescribed by statute or by the Certificate of Incorporation,
may be called by the President or the Board of Directors.

      3.4   Written notice of a Special Meeting stating the time, place, and
purpose or purposes of the meeting for which the meeting is called, shall be
delivered not less than ten nor more than sixty (60) days before the date of the
meeting, personally, by mail, or by telegram, by or at the direction of the
President, the Secretary, or the officer or persons calling the meeting, to each
Shareholder of record entitled to vote at such meeting.

                                       IV

                           QUORUM AND VOTING OF STOCK

      4.1   The holders of a majority of the shares of stock issued and
outstanding and entitled to vote, represented in person or by proxy, shall
constitute a quorum at all meetings of the Shareholders for the transaction of
business, except as otherwise provided by statute or by the Certificate of
Incorporation. If however, such quorum shall not be present or represented at
any meeting of the Shareholders, the Shareholders present in person or represent
by proxy shall have the power to adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present
or represented. At such adjourned meeting at which quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified.

      4.2   If a quorum is present, in all matters other than the election of
directors, the affirmative vote of the majority of shares present in person or
represented by proxy at the meeting and entitled to vote on the subject matter
shall be the act of the Shareholders, unless the vote of a greater number of
shares of stock is required by law or the Certificate of Incorporation.
Directors shall be elected by a plurality of the votes of the shares present in
person or represented by proxy at the meeting and entitled to vote on the
election of directors.

      4.3   Each outstanding share of stock, having voting power, shall be
entitled to one vote on each matter submitted to a vote at a meeting of
Shareholders, unless otherwise provided in the Certificate of Incorporation. A
Shareholder may vote either in person or by proxy.

                                        V

                                    DIRECTORS

      5.1   The number of Directors which shall constitute the whole Board of
Directors shall be not less than three (3) nor more than six (6), such number to
be increased or decreased by an amendment to these By-Laws. Each Director shall
be at least eighteen (18) years of age. Directors need not be residents of the
State of Delaware nor Shareholders of the Corporation. The Directors, other than
the first Board of Directors, shall be elected at the

<PAGE>

Annual Meeting of the Shareholders, except as hereinafter provided, and each
Director elected shall serve until the next succeeding Annual Meeting and until
his successor shall have been elected and qualified.

      5.2   Unless otherwise provided in the Certificate of Incorporation, any
vacancy occurring in the Board of Directors or an increase in the number of
Directors may be filled by the affirmative vote of a majority of the remaining
Directors though less than a quorum of the Board of Directors. A director
elected to fill a vacancy shall be elected for the unexpired portion of the 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 election at an Annual
Meeting or at a Special Meeting of Shareholders called for that purpose. A
Director elected to fill a newly created directorship shall serve until the next
succeeding Annual Meeting of Shareholders and until his successor shall have
been elected and qualified. If by reason of death, resignation or other cause
the Corporation has no Directors in office, any Shareholder or the executor or
administrator of the decreased Shareholder may call a Special Meeting of
Shareholders for the election of Directors and, over his own signature, shall
give notice of said meeting in accordance with these By-Laws.

      5.3   One or more or all the Directors of the Corporation may be removed
with or without cause by the Shareholders by the affirmative vote of the
majority of the votes cast by the holders of shares entitled to vote for the
election of Directors.

      5.4   The business affairs of the Corporation shall be managed by its
Board of Directors which may exercise all such powers of the Corporation and do
all such lawful acts and things as are not by statute or by the Certificate of
Incorporation or by these By-Laws directed or required to be exercised or done
by the Shareholders.

      5.5   The Directors may keep the books and records of the Corporation,
except such as are required by law to be kept within the state, outside of the
State of Delaware, at such place of places as they may from time to time
determine.

      5.6   The Board of Directors, by the affirmative vote of a majority of the
Directors then in office, and irrespective of any personal interest of any of
its members, shall have the authority to establish reasonable compensation of
all Directors and Officers of the Corporation.

                                       VI

                       MEETINGS OF THE BOARD OF DIRECTORS

      6.1   Meetings of the Board of Directors, regular or Special, may be held
either within or without the State of Delaware, and at such time and place as
shall be determined by the Board.

      6.2   Regular meetings of the Board of Directors may be held upon such
notice, or without notice, and at such time and at such place as shall from time
to time be determined by the Board.

      6.3   Special Meetings of the Board of Directors may be called by the
President on ten (10) days notice to each Director, either personally or by mail
or by telegram. Special Meetings shall be called by the President or Secretary
in like manner and on like notice on the written request of two Directors.
Notice need not be given to any Director who signs a waiver of notice, whether
before of after the meeting.

      6.4   Attendance of a Director at any meeting shall constitute a wavier of
notice of such meeting, except where a Director attends 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 regular or Special Meeting of the Board of Directors need be
specified in the notice or waiver of notice of such meeting.

      6.5   A majority of the then current number of Directors shall constitute
a quorum for the transaction of business unless a greater of lesser number is
required by statute or by the Certificate of Incorporation. The act of a
majority of the Directors present at any meeting at which a quorum is present
shall be the act of the Board of

<PAGE>
Directors, unless the act of a greater or lesser number is required by statute
or by the Certificate of Incorporation. If a quorum shall not be present at any
meeting of Directors, the Directors present thereat may adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum shall be present.

      6.6   Unless otherwise provided by the Certificate of Incorporation, any
action required to be taken at a Meeting of the Board, or any committee thereof
may be taken without a meeting and, shall be deemed the action of the Board
Directors or of a committee thereof, if all Directors or committee members, as
the case may be, execute either before or after the action is taken, a written
consent thereto, and the consent is filed with the records of the Corporation.

                                       VII

                  EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS

      7.1   The Board of Directors, by resolution adopted by a majority of the
number of Directors then in office, may designate one or more Directors to
constitute an executive committee, which committee, to the extent provided in
such resolution, shall have and exercise all of the authority of the Board of
Directors in the management of the Corporation, except as otherwise required by
law. Vacancies in the membership of the committee shall be filled by the Board
of Directors at a regular or Special meeting of the Board of Directors. The
Executive Committee shall keep regular minutes of its proceedings and report the
same to the Board when required.

                                      VIII

                                     NOTICES

      8.1   Whenever, under the provisions of the statutes or of the Certificate
of Incorporation or of these By-Laws, notice is required to be given to any
Director of Shareholder, it shall not be construed to mean personal notice, but
such notice may be given in writing, by mail, addressed to such Director or
Shareholder, at his address as it appears on the records of the Corporation,
with postage thereon prepaid, and such notice shall be deemed to be given at the
time when the same shall be deposited in the United States mail. Notice of
Directors may also be given by telegram.

      8.2   Whenever any notice is required to be given by law or under by the
Certificate of Incorporation or these By-Laws, a waiver thereof in writing
signed by the person or persons entitled to such notice, whether before or after
the time stated therein, shall be deemed equivalent to the giving of such
notice.

                                       IX

                                    OFFICERS

      9.1   The Board of Directors at its first meeting after each Annual
Meeting of shareholders shall choose the Officers, none of whom need be a member
of the Board of Directors.

      9.2   The Board of Directors may appoint such Officers and agents as it
shall deem necessary who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined from time to
time by the Board of Directors.

      9.3   The salaries of all Officers and agents of the Corporation shall be
fixed by the Board of Directors.

      9.4   The Officers of the Corporation shall hold office until their
successors are chosen and qualify. Any Officer elected or appointed by the Board
of Directors may be removed with or without cause at any time by

<PAGE>

the affirmative vote of a majority of the Board of Directors. Any vacancy
occurring in any office of the Corporation shall be filled by the Board of
Directors.

                                  THE PRESIDENT

      9.5   The President, if one be appointed, shall preside at all meetings of
the Shareholders and in the absence of the Chairman of the Board of Directors,
at the meeting of the Board of Directors, and shall have general and active
management of the business of the Corporation and shall see that all orders and
resolutions of the Board of Directors are carried into effect.

      9.6   The President shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the Corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be delegated by the Board of Directors to
some other Officer or agent of the Corporation.

                              THE VICE-PRESIDENTS

      9.7   The Vice-President, if one be elected, or if there shall be more
than one, the Vice-Presidents in the order determined by the Board of Directors,
shall, in the absence or disability of the President, perform the duties and
exercise the powers of the President and shall performed such other duties and
have such other powers as the Board of Directors may from time to time
prescribe.

                      THE SECRETARY AND ASSISTANT SECRETARY

      9.8   The Secretary, if one is elected, shall attend all meetings of the
Board of Directors and all meetings of the Shareholders and record all the
proceedings of the meetings of the Corporation and of the Board of Directors in
a book to be kept for that purpose and shall perform like duties for standing
committees when required. The Secretary shall give, or cause to be given, notice
of all meetings of the Shareholders and Special Meetings of the Board of
Directors, and shall perform such other duties as may be prescribed by the Board
of Directors or President. The Secretary shall have custody of the corporate
seal of the Corporation and he, or an Assistant Secretary, 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 such Assistant Secretary. The
Board of Directors may give general authority to any other Officer to affix the
seal of the Corporation and to attest the affixing by his signature.

      9.9   The Assistant Secretary, if one be elected, or if there be more than
one, the assistant secretaries in the order determined by the Board of
Directors, shall, in the absence or disability of the Secretary, perform the
duties and exercise the powers of the Secretary and shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

      9.10  The Treasurer, if one be elected, shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all monies and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board of
Directors.

      9.11  The Treasurer 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 and of the financial condition of the
Corporation.

      9.12  If required by the Board of Directors, the Treasurer 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

<PAGE>

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.

      9.13  The Assistant Treasurer, if one be elected, or, if there shall be
more than one, the Assistant Treasurers in the order determined by the Board of
Directors, shall, in the absence or disability of the Treasurer, perform the
duties and exercise the powers of the Treasurer, perform the duties and exercise
the powers of the Treasurer and shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.

                             CHIEF FINANCIAL OFFICER

      9.14  The Chief Financial Officer, if one be elected, shall have such
duties as from time to time may be prescribed by the Board of Directors.

                             CHIEF EXECUTIVE OFFICER

      9.15  The Chief Executive Officer, if one be elected, shall have such
duties as may from time to time be prescribed by the Board of Directors.

                             CHIEF OPERATING OFFICER

      9.16  The Chief Operating Officer, if one be elected, shall have such
duties as may from time to time be prescribed by the Board of Directors.

                                        X

                             CERTIFICATE FOR SHARES

      10.1  The shares of the Corporation shall be represented by certificates
signed by the President or a Vice-President and by the Treasurer or an Assistant
Treasurer, or the Secretary or an Assistant Secretary of the Corporation, and
may be sealed with the seal of the Corporation or a facsimile thereof.

      10.2  When the Corporation is authorized to issue shares of more than one
class there shall be set forth upon the face or back of the certificate, or the
certificate shall have a statement that the Corporation will furnish to any
Shareholder upon request and without charge, a full statement of the
designations, preferences, limitations and relative rights of the shares of each
class authorized to be issued and, if the Corporation is authorized to issue any
preferred or special class in series, the variations in the relative rights and
preferences between the shares of each such series so far as the same have been
fixed and determined and the authority of the Board of Directors to fix and
determine the relative rights and preferences of subsequent series.

      10.3  The signatures of the Officers of the Corporation upon a certificate
may be facsimiles if the certificate is countersigned by a transfer agent, or
registered by a registrar, other than the Corporation itself or an employee of
the Corporation. In case any Officer who has signed or whose facsimile signature
has been placed upon such certificate shall have ceased to be such Officer
before such certificate is issued, it may be issued by the Corporation with the
same effect as if he were such Officer at the date of its issue.

<PAGE>

                                LOST CERTIFICATES

      10.4  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 or destroyed. When authorizing such issue of a new certificate, the
Board of Directors, in its discretion and as a condition precedent to the
issuance thereof, may prescribe such terms and conditions as it deems expedient,
and may require such indemnities as it deems adequate, to protect the
Corporation from any claim that may be made against it with respect to any such
certificate alleged to have been lost or destroyed.

                               TRANSFER OF SHARES

      10.5  Upon surrender to the Corporation or the transfer agent of the
Corporation of a certificate representing shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, a new
certificate shall be issued to the person entitled thereto, and old certificate
cancelled and the transaction recorded upon the books of the Corporation.

                            CLOSING OF TRANSFER BOOKS

      10.6  For the purpose of determining Shareholders entitled to notice of or
to vote at any meeting of Shareholders, or any adjournment thereof or entitled
to receive payment of any dividend, or in order to make a determination of
Shareholders for any other proper purpose, the Board of Directors may provide
that the stock transfer books shall be closed for a stated period but not to
exceed, in any case, sixty (60) days. If the stock transfer books shall be
closed for the purpose of determining Shareholders entitled to notice of or to
vote at a meeting of Shareholders, such books shall be closed for at least ten
(10) days immediately preceding such meeting. In lieu of closing the stock
transfer books, 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 case of a meeting of Shareholders, not less
than then (10) days prior to the date of which the particular action, requiring
such determination of Shareholders, is to be taken. If the stock transfer books
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 payment of a dividend, the record date for the determination
of Shareholders entitled to notice of or to vote at a meeting of Shareholders
shall be the close of business on the day next preceding the day on which notice
is given, or, if no notice is given, the day next preceding the day on which the
meeting is held; and the record date for determining Shareholders for any other
purpose shall be at the close of business on the day on which the resolution of
the Board relating thereto is adopted. 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.

                             REGISTERED SHAREHOLDERS

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

                              LIST OF SHAREHOLDERS

      10.8  The Officer or agent having charge of the transfer books for shares
shall make, and certify a complete list of the Shareholder entitled to vote at a
Shareholders meeting, or adjournment thereof, arranged in alphabetical order
within each class and series, with the address of, and the number of shares held
by each Shareholder, which list shall 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. Such list shall be prima facie evidence as
to who are the Shareholders entitled to examine such list or to vote at any
meeting of the Shareholders.

<PAGE>

                                       XI

                               GENERAL PROVISIONS

                                    DIVIDENDS

      11.1  Subject to the provisions of the Certificate of Incorporation
relating thereto, if any, dividends may be declared by the Board of Directors at
any regular or special Meeting, pursuant to law. Dividends may be paid in cash,
in its bonds, in its own shares or other property including the shares or bonds
of other Corporations subject to any provisions of law and of the Certificate of
Incorporation.

      11.2  Before payment of any dividend, there may be set aside out of any
funds of the Corporation available for dividends such sum or sums as the
Directors from time to time, in their absolute discretion, think proper as a
reserve fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the Directors shall think conducive to the interest of the
Corporation, and the Directors may modify or abolish any such reserve in the
manner in which it was created.

                                     CHECKS

      11.3  All checks or demands for money and notes of the Corporation shall
be signed by such Officer or Officers or such other person or persons as the
Board of Directors may from time to time designate.

                                   FISCAL YEAR

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

                                      SEAL

      11.5  The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization and the words "Corporate Seal,
Delaware." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any manner reproduced.

                                       XII

                                   AMENDMENTS

      12.1  These By-Laws may be altered, amended, or repealed or new By-Laws
may be adopted by the affirmative vote of a majority of the Board of Directors
at any regular or Special Meeting of the Board of Directors, subject to any
provision in the Certificate of Incorporation reserving to the Shareholder the
power to adopt, amend, or repeal By-Laws, but the By-Laws made by the Board of
Directors may be altered or repealed and new By-Laws made by the Shareholders.
The Shareholders may prescribe that any By-Law made by them shall not be altered
or repealed by the Board of Directors.