<PAGE>   1
                                                                    EXHIBIT 3.2


                              INFOCURE CORPORATION

                       SECOND AMENDED AND RESTATED BYLAWS

                          Adopted as of March 30, 2000

                                   ARTICLE I
                                    OFFICES

         InfoCure Corporation (the "Corporation") shall at all times maintain a
registered office in the State of Delaware and a registered agent at that
address, but may have other offices located in or outside of the State of
Delaware as the Board of Directors may, from time to time, determine.

                                   ARTICLE II
                             STOCKHOLDERS' MEETINGS

         2.1      Places of Meetings. All meetings of stockholders shall be
held at such place or places in or outside of the State of Delaware as the
Board of Directors may, from time to time, determine or as may be designated in
the notice of meeting or waiver of notice thereof, subject to any provisions of
the laws of the State of Delaware.

         2.2      Annual Meetings.

                  A.       The annual meeting of stockholders for the election
of directors and the transaction of such other business as may properly come
before the meeting shall be held on such date and at such time as may be
designated, from time to time, by the Board of Directors. Written notice of the
time and place of the annual meeting shall be given by mail to each stockholder
entitled to vote thereat at the address of such stockholder as it appears on
the records of the Corporation, not less than ten (10) nor more than sixty (60)
days prior to the scheduled date thereof, unless such notice is waived as
provided by Article IX of these Bylaws.

                  B.       Stockholders may, unless the Certificate of
Incorporation otherwise provides, act by written consent to elect directors;
provided, however, that, if such consent is less than unanimous, such action by
written consent may be in lieu of holding an annual meeting only if all of the
directorships to which directors could be elected at an annual meeting held at
the effective time of such action are vacant and are filled by such action.

         2.3      Special Meetings. Special meetings of stockholders may be
called at any time by the Board of Directors or the Chairman of the Board of
Directors stating the specific purpose or purposes thereof. Written notice of
the time, place and specific purposes of such meeting shall be given by mail to
each stockholder entitled to vote thereat at the address of such stockholder as
it appears on the records of the Corporation, not less than ten (10) nor more
than sixty (60) days prior to the scheduled date thereof, unless such notice is
waived as provided by Article IX of these Bylaws.
<PAGE>   2

         2.4      Adjournments. Any meeting of stockholders, annual or special,
may adjourn, from time to time, to reconvene at the same or some other place,
and notice need not be given of any such adjourned meeting if the time and
place thereof are announced at the meeting at which the adjournment is taken.
At the adjourned meeting the Corporation may transact any business which might
have been transacted at the original meeting. 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, notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.

         2.5      Voting. At all meetings of stockholders, each stockholder
entitled to vote on the record date, as determined under Article VI, Section
6.3 of these Bylaws or, if not so determined, as prescribed under the General
Corporation Law of the State of Delaware, shall be entitled to one (1) vote for
each share of stock standing of record in the name of such stockholder, subject
to any restrictions or qualifications set forth in the Certificate of
Incorporation or any amendment thereto.

         2.6      Quorum. At any meeting of stockholders, one-third (1/3) of
the number of shares of stock outstanding and entitled to vote thereat, present
in person or by proxy, shall constitute a quorum, but a smaller interest may
adjourn any meeting, from time to time, and the meeting may be held as
adjourned without further notice, subject to such limitations as may be imposed
under Section 2.4 hereof or the General Corporation Law of the State of
Delaware. When a quorum is present at any meeting, a majority of the number of
shares of stock entitled to vote present thereat shall decide any question
brought before such meeting unless the question is one upon which a different
vote is required by the General Corporation Law of the State of Delaware, the
Certificate of Incorporation or these Bylaws, in which case such express
provision shall govern. Shares of its own stock belonging to the Corporation or
to another corporation, if a majority of the shares entitled to vote in the
election of directors of such other corporation is held, directly or
indirectly, by the Corporation, shall neither be entitled to vote nor be
counted for quorum purposes; provided, however, that the foregoing shall not
limit the right of the Corporation or any subsidiary of the Corporation to vote
stock, including, but not limited to, its own stock, held by it in a fiduciary
capacity.

         2.7      Organization. Meetings of stockholders shall be presided over
by the Chairman of the Board, if any, or in his absence by the Vice Chairman of
the Board, if any, or in his absence by the President, or in his absence by a
Vice President, or in the absence of the foregoing persons by a chairman
designated by the Board of Directors, or in the absence of such designation by
a chairman chosen at the meeting. The Secretary shall act as secretary of the
meeting, but in his absence the chairman of the meeting may appoint any person
to act as secretary of the meeting.

         2.8      Proxies. Each stockholder entitled to vote at a meeting of
stockholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act for such
stockholder by proxy, but no such proxy shall be voted or acted upon after
three (3) years from its date, unless the proxy provides for a longer period. A
proxy shall be irrevocable if it states that it is irrevocable and if, and only
as long as, it is coupled with an interest sufficient in law to support an
irrevocable power. A stockholder may revoke any proxy which is not irrevocable
by attending the meeting and voting in person or by filing an



                                       2
<PAGE>   3

instrument in writing revoking the proxy or by delivering a proxy in accordance
with applicable law bearing a later date to the Secretary of the Corporation.
Voting at meetings of stockholders need not be by written ballot. At all
meetings of stockholders for the election of directors a plurality of the votes
cast shall be sufficient to elect. All other elections and questions shall,
unless otherwise provided by the Certificate of Incorporation, these Bylaws,
the rules or regulations of any stock exchange applicable to the Corporation,
as otherwise provided by law or pursuant to any regulation applicable to the
Corporation, be decided by the affirmative vote of the holders of a majority in
voting power of the shares of stock of the Corporation which are present in
person or by proxy and entitled to vote thereon.

         2.9      List of Stockholders. At least ten (10) days before every
meeting, a complete list of the stockholders entitled to vote at the meeting,
arranged in alphabetical order and showing the address of and the number of
shares registered in the name of each stockholder, shall be prepared by the
Secretary or the transfer agent in charge of the stock ledger of the
Corporation. Such list shall be open for examination by any stockholder, for
any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten (10) days prior to the meeting, either at a place within
the city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place where the meeting
is to be held. The list shall also be produced and kept at the time and place
of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present. The stock ledger shall represent conclusive
evidence as to who are the stockholders entitled to examine such list or the
books of the Corporation or to vote in person or by proxy at such meeting.

         2.10     Action Without Meeting. Unless otherwise restricted by the
Certificate of Incorporation, any action required or permitted to be taken at
any annual or special meeting of the stockholders 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 be signed by the holders of
outstanding stock having not less than the minimum number of votes that would
be necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted and shall be delivered to the
Corporation by delivery to its registered office in the State of Delaware, its
principal place of business, or an officer or agent of the Corporation having
custody of the book in which minutes of proceedings of stockholders are
recorded. Delivery made to the Corporation's registered office shall be by hand
or by certified or registered mail, return receipt requested. Prompt notice of
the taking of the corporate action without a meeting by less than unanimous
written consent shall, to the extent required by law, be given to those
stockholders who have not consented in writing and who, if the action had been
taken at a meeting, would have been entitled to notice of the meeting if the
record date for such meeting had been the date that written consents signed by
a sufficient number of holders or members to take action were delivered to the
Corporation.



                                       3
<PAGE>   4

         2.11     Stockholder Proposals at Annual Meetings.

                  A.       Business may be properly brought before an Annual
Meeting of stockholders by a stockholder only upon the stockholder's timely
notice thereof in writing to the Secretary of the Corporation. To be timely, a
stockholder's notice must be delivered to or mailed and received at the
principal executive offices of the Corporation not less than sixty (60) days nor
more than ninety (90) days prior to the meeting; provided, however, that in the
event that less than sixty (60) 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
tenth (10th) day following the earlier of the day on which such notice of the
date of the meeting was mailed or the date on which such public disclosure was
made.

                  B.       The stockholder's notice to the Secretary of the
Corporation shall set forth as to each matter the stockholder proposes to bring
before the Annual Meeting: (i) a brief description of the proposal desired to
be brought before the Annual Meeting and the reasons for conducting such
business at the Annual Meeting; (ii) the name and address, as they appear on
the Corporation's books, of the stockholder proposing such business and any
other stockholders known by such stockholder to be supporting such proposal;
(iii) the class and number of shares of the Corporation's stock that are
beneficially owned by the stockholder on the date such stockholder gives notice
to the Secretary of the Corporation, and the number of shares of the
Corporation's capital stock that are beneficially owned on such date by any
other stockholder known to be supporting such proposal and (iv) any financial
interest of the stockholder in such proposal.

                  C.       The Chairman of the Board of Directors or other
presiding officer of the Annual Meeting shall determine and declare at the
Annual Meeting whether the stockholder proposal was made in accordance with the
terms of this Section 2.11. If such Chairman or other presiding officer
determines that such stockholder proposal was not made in accordance with the
terms of this Section 2.11, he or she shall so declare at the Annual Meeting
and such proposal shall not be acted upon at such Annual Meeting.

                  D.       This provision shall not prevent the consideration
and approval or disapproval at the Annual Meeting of reports of officers,
directors and committees of the Board of Directors, but in connection with such
reports, no new business shall be acted upon at such Annual Meeting unless
stated, filed and received as herein provided.

                  E.       For purposes of this Section 2.11, any
adjournment(s) or postponement(s) of the original meeting whereby the meeting
will reconvene within thirty (30) days from the original date shall be deemed
for purposes of notice to be a continuation of the original meeting and no
business may be brought before any such reconvened meeting unless pursuant to a
notice of such business which was timely for the meeting on the date originally
scheduled.

                  F.       Notwithstanding the foregoing, nothing in this
Section 2.11 shall be interpreted or construed to require the inclusion of
information about any such proposal in any proxy statement distributed by the
Corporation at the direction of or on behalf of the Corporation.



                                       4
<PAGE>   5


         2.12     Notice of Stockholder Nominees.

                  A.       Nominations of persons for election to the Board of
Directors shall be made only at an Annual or Special Meeting of the
stockholders called for that purpose and only (i) by or at the direction of
the Board of Directors or (ii) by any stockholder entitled to vote for the
election of directors at the meeting who complies with the notice procedures
set forth in this Section 2.12 of this Article II for Annual Meetings. Such
nominations, other than those made by or at the direction of the Board of
Directors, shall be made pursuant to timely notice in writing to the Secretary
of the Corporation. To be timely, a stockholder's notice must be delivered to
or mailed and received at the principal executive offices of the Corporation
not less than sixty (60) days nor more than ninety (90) days prior to the
meeting; provided, however, that in the event that less than sixty (60) days
notice or prior public disclosure of the date of the meeting is give or made
to stockholders, notice by the stockholder to be timely must be so received
not later than the close of business on the tenth (10th) days following the
earlier of the day on which such notice of the date of the meeting was mailed
or the date on which such public disclosure was made.

                  B.       The stockholder's notice to the Corporation pursuant
to this Section 2.12 shall set forth: (i) as to each person that the
stockholder proposes to nominate for election or reelection as a director, (1)
the name, age, business address and residence address of such proposed nominee;
(2) the principal occupation or employment of such proposed nominee; (3) the
class and number of shares of capital stock of the Corporation which are
beneficially owned by such proposed nominee and (4) any other information
relating to the person that is required to be disclosed in solicitations for
proxies for election of directors pursuant to SCHEDULE 14A under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and (ii) as to the
stockholder giving such notice, (1) the name and address, as they appear on the
Corporation's books, of such stockholder; (2) the class and number of shares of
the Corporation's stock that are beneficially owned by the stockholder on the
date of such notice. The Corporation may require any proposed nominee to
furnish such other information as may be reasonably required by the Corporation
to determine the eligibility of such proposed nominee to serve as a director of
the Corporation.

                  C.       The presiding officer of the meeting shall determine
and declare at the meeting whether the nomination was made in accordance with
the terms of this Section 2.12. If the presiding officer determines that a
nomination was not made in accordance with the terms of this Section 2.12, he
or she shall so declare at the meeting that any such defective nomination shall
be disregarded.

         2.13     Inspectors of Election. The Corporation may, and shall if
required by law, in advance of any meeting of stockholders, appoint one (1) or
more inspectors of election, who may be employees of the Corporation, to act at
the meeting or any adjournment thereof and to make a written report thereof.
The Corporation may designate one (1) or more persons as alternate inspectors
to replace any inspector who fails to act. In the event that no inspector so
appointed or designated is able to act at a meeting of stockholders, the person
presiding at the meeting shall appoint one (1) or more inspectors to act at the
meeting. Each inspector, before entering upon the discharge of his or her
duties, shall take and sign an oath to execute faithfully the duties of
inspector with strict impartiality and according to the best of his or her
ability. The inspector or



                                       5
<PAGE>   6

inspectors so appointed or designated shall (i) ascertain the number of shares
of capital stock of the Corporation outstanding and the voting power of each
such share; (ii) determine the shares of capital stock of the Corporation
represented at the meeting and the validity of proxies and ballots; (iii) count
all votes and ballots; (iv) determine and retain for a reasonable period a
record of the disposition of any challenges made to any determination by the
inspectors and (v) certify their determination of the number of shares of
capital stock of the Corporation represented at the meeting and such
inspectors' count of all votes and ballots. Such certification and report shall
specify such other information as may be required by law. In determining the
validity and counting of proxies and ballots cast at any meeting of
stockholders of the Corporation, the inspectors may consider such information
as is permitted by applicable law. No person who is a candidate for an office
at an election may serve as an inspector at such election.

         2.14     Conduct of Meetings. The date and time of the opening and the
closing of the polls for each matter upon which the stockholders will vote at a
meeting shall be announced at the meeting by the person presiding over the
meeting. The Board of Directors may adopt by resolution such rules and
regulations for the conduct of the meeting of stockholders as it shall deem
appropriate. Except to the extent inconsistent with such rules and regulations
as adopted by the Board of Directors, the chairman of any meeting of
stockholders shall have the right and authority to prescribe such rules,
regulations and procedures and to do all such acts as, in the judgment of such
chairman, are appropriate for the proper conduct of the meeting. Such rules,
regulations or procedures, whether adopted by the Board of Directors or
prescribed by the chairman of the meeting, may include, without limitation, the
following: (i) the establishment of an agenda or order of business for the
meeting; (ii) rules and procedures for maintaining order at the meeting and the
safety of those present; (iii) limitations on attendance at or participation in
the meeting to stockholders of record of the Corporation, their duly authorized
and constituted proxies or such other persons as the chairman of the meeting
shall determine; (iv) restrictions on entry to the meeting after the time fixed
for the commencement thereof and (v) limitations on the time allotted to
questions or comments by participants. Unless and to the extent determined by
the Board of Directors or the chairman of the meeting, meetings of stockholders
shall not be required to be held in accordance with the rules of parliamentary
procedure.

                                  ARTICLE III
                               BOARD OF DIRECTORS

         3.1      Powers. The business and affairs of the Corporation shall be
carried on by or under the direction of the Board of Directors, which shall
have all the powers authorized by the General Corporation Law of the State of
Delaware, subject to such limitations as may be provided by the Certificate of
Incorporation or these Bylaws.

         3.2      Composition of the Board. The Board shall consist of not
fewer than three (3) members and not more than twelve (12) members, the exact
number of authorized directors within such range to be fixed, from time to
time, by a resolution of the Board of Directors adopted by the affirmative vote
of at least a majority of the total number of authorized directors most
recently fixed by the Board of Directors. At each annual meeting the
stockholders shall elect the directors, who shall serve until their successors
are elected and qualified. No reduction



                                       6
<PAGE>   7

in the authorized number of members of the Board of Directors shall have the
effect of removing any director from office before that director's term of
office expires.

         3.3      Qualification of Directors. Each director shall be a natural
person at least eighteen (18) years old. Directors need not be stockholders,
nor need they be residents of the State of Delaware.

         3.4      Compensation. The Board of Directors, or a committee thereof,
may, from time to time, by resolution authorize the payment of fees or other
compensation to the directors for services as such to the Corporation,
including, but not limited to, fees for serving as members of the Board of
Directors or any committee thereof and for attendance at meetings of the Board
of Directors or any committee thereof, and may determine the amount of such
fees and compensation. Directors shall in any event be paid their reasonable
travel and other expenses for attendance at all meetings of the Board or
committees thereof. Nothing herein contained shall be construed to preclude any
director from serving the Corporation in any other capacity and receiving
compensation therefor in amounts authorized or otherwise approved, from time to
time, by the Board of Directors or any committee thereof.

         3.5      Meetings and Quorum. Meetings of the Board of Directors may
be held either in or outside of the State of Delaware. A quorum shall be
one-third (1/3) of the then authorized number of directors. Except as otherwise
provided in the Bylaws, all resolutions adopted and all business transacted by
the Board shall require the affirmative vote of a majority of the directors
present at a meeting at which a quorum is present. The Chairman of the Board
or, in his absence, and if the President is a director, the President shall
preside at all meetings of the Board. If the Chairman of the Board is not
present and if the President is not present or is not a director, the Board
shall select a director as chairman for each meeting.

         The Board of Directors shall, at the close of each annual meeting of
stockholders and without further notice other than these Bylaws, if a quorum of
directors is then present or as soon thereafter as may be convenient, hold a
regular meeting for the election of officers and the transaction of any other
business. At such meeting they shall elect a President, a Secretary and a
Treasurer, and such other officers as they deem proper, none of whom except the
Chairman of the Board, if elected, need be members of the Board of Directors.

         The Board of Directors may, from time to time, provide for the holding
of regular meetings with or without notice and may fix the times and places at
which such meetings are to be held. Meetings other than regular meetings may be
called at any time by the President or the Chairman of the Board of Directors
and must be called by the President or the Secretary or an Assistant Secretary
upon the request of any director.

         Notice of each meeting, other than a regular meeting (unless required
by the Board of Directors), shall be given to each director by mailing the same
to each director at his or her residence or business address at least five (5)
business days before the meeting or by delivering the same to him personally or
by telephone, telegraph or telecopier at least two (2) business days before the
meeting unless, in case of exigency, the Chairman of the Board of Directors,
the President or the Secretary shall prescribe a shorter notice to be given
personally or by telephone,



                                       7
<PAGE>   8
telegraph, telecopier, cable or wireless to all or any one (1) or more of the
directors at their respective residences or places of business. Notice by mail
shall be deemed to be given at the earlier of (i) receipt thereof or (ii) five
(5) days after it is deposited in the United States mail with first-class
postage affixed thereon. Notice to directors may also be given by telecopier
transmission to the director's telecopier transmission number supplied for the
purpose of telecopier transmissions and, upon actual confirmation of such
receipt by the director, such notice shall be deemed to be given as of the date
and time of telephonic confirmation of receipt. Telephonic notice shall be
deemed given at such a time as such notice is actually provided to the director.

         Notice of any meeting shall state the time and place of such meeting,
but need not state the purposes thereof unless otherwise required by the
General Corporation Law of the State of Delaware, the Certificate of
Incorporation, the Bylaws or by the order of the Board of Directors.

         3.6      Committees. The Board of Directors may, by resolution passed
by a majority of the entire Board of Directors, provide for an Audit Committee,
a Compensation Committee and an Executive Committee and one (1) or more other
committees consisting of one (1) or more directors and shall elect the members
thereof to serve at the pleasure of the Board of Directors and may designate
one (1) of such members to act as chairman thereof. The Board of Directors may
at any time change the membership of any committee, fill vacancies in it,
designate alternate members to replace any absent or disqualified members at
any meeting of such committee, or dissolve it. Any member of any such committee
may resign from such committee at any time by giving written notice to the
Chairman of the Board, if any, the President or Secretary of the Corporation,
and unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective. During the intervals between the
meetings of the Board of Directors, the Executive Committee (if one shall have
been constituted) shall possess and may exercise any or all of the powers of
the Board of Directors in the management or direction of the business and
affairs of the Corporation and under the Bylaws to the extent authorized by
resolution adopted by a majority of the whole Board of Directors and subject to
such limitations as may be imposed by the General Corporation Law of the State
of Delaware.

         Each committee may determine its rules of procedure and the notice to
be given of its meetings (although in the absence of any special notice
procedure, the notice provisions of Section 3.5 hereof shall govern), and it
may appoint such other committees and assistants as it shall, from time to
time, deem necessary. A majority of the members of each committee shall
constitute a quorum. Each committee shall keep minutes or other records of its
proceedings and shall report its actions to the Board as requested and at
regularly scheduled meetings of the Board.

         3.7      Conference Telephone Meetings. Any one (1) or more members of
the Board of Directors or any committee thereof may participate in a meeting by
means of a conference telephone call or other similar communication equipment
by means of which all persons participating in the meeting can hear each other,
and such participation in a meeting shall constitute presence in person at such
meeting.



                                       8
<PAGE>   9

         3.8      Action Without Meeting. Any action required or permitted to
be taken at any meeting of the Board of Directors or any committee thereof may
be taken without a meeting if all members of the Board of Directors or 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
such committee.

                                   ARTICLE IV
                                    OFFICERS

         4.1      Titles and Election. The officers of the Corporation shall be
the President and the Secretary all of whom shall initially be elected as soon
as convenient by the Board of Directors and thereafter, in the absence of
earlier resignations or removals, shall be elected at the first meeting of the
Board of Directors following each annual meeting of stockholders. Each officer
shall hold office at the pleasure of the Board of Directors except as may
otherwise be approved by the Board of Directors, or until his or her earlier
resignation, removal under these Bylaws or other termination of his or her
employment. Any person may hold more than one (1) office if the duties can be
adequately performed by the same person and to the extent permitted by the
General Corporation Law of the State of Delaware.

         The Board of Directors, in its discretion, may also at any time elect
or appoint a Chairman of the Board of Directors, a Vice Chairman, a Chief
Executive Officer, one (1) or more Vice Presidents, one (1) or more Senior or
Executive Vice Presidents, a Chief Operating Officer, a Chief Financial
Officer, a Treasurer and one (1) or more Assistant Secretaries and Assistant
Treasurers and such other officers as it may deem advisable, each of whom shall
hold office at the pleasure of the Board of Directors, except as may otherwise
be approved by the Board of Directors, or until his or her earlier death,
resignation, retirement, removal or other termination of employment, and shall
have such authority and shall perform such duties as may be prescribed or
determined, from time to time, by the Board of Directors or in case of officers
other than the Chairman of the Board, if not prescribed or determined by the
Board of Directors, the President or the then senior executive officer may
prescribe or determine. The Board of Directors may require any officer or other
employee or agent to give bond for the faithful performance of his or her
duties in such form and with such sureties as the Board may require.

         4.2      Duties. Subject to such extension, limitations and other
provisions as the Board of Directors may, from time to time, prescribe or
determine, the following officers shall have the following powers and duties:

                  A.       Chairman of the Board of Directors. The Chairman of
the Board of Directors, if one is elected, shall be a director and, when
present, shall preside at all meetings of the stockholders and of the Board of
Directors.

                  B.       Chief Executive Officer. The Chief Executive Officer
shall be charged with general supervision of the management and policy of the
Corporation and shall have such other powers and perform such other duties as
the Board of Directors may prescribe, from time to time. The Chief Executive
Officer shall (subject to the presence of the Chairman of the Board of



                                       9
<PAGE>   10

Directors, if one exists) preside at all meetings of the stockholders and, if
he is a director, at all meetings of the Board of Directors.

                  C.       President. The President shall exercise the powers
and authority and perform all of the duties commonly incident to his or her
office and shall perform such other duties as the Board of Directors shall
specify, from time to time.

                  D.       Vice Presidents. The Vice President or Vice
Presidents shall perform such duties as may be assigned to them, from time to
time, by the Board of Directors or by the President if the Board of Directors
does not do so. In the absence or disability of the President, the Executive
Vice Presidents in order of seniority, or if none, the Senior Vice Presidents
in order of seniority, or if none, the Vice Presidents in order of seniority,
may, unless otherwise determined by the Board of Directors, exercise the powers
and perform the duties pertaining to the office of President, except that if
one (1) or more Vice Presidents has been elected or appointed, the person
holding such office in order of seniority shall exercise the powers and perform
the duties of the office of President.

                  E.       Secretary. The Secretary or in his or her absence an
Assistant Secretary shall keep the minutes of all meetings of stockholders and
of the Board of Directors and any committee thereof, give and serve all
notices, attend to such correspondence as may be assigned to him or her, keep
in safe custody the seal of the Corporation, and affix such seal to all such
instruments properly executed as may require it, shall perform all of the
duties commonly incident to his or her office and shall have such other duties
and powers as may be prescribed or determined, from time to time, by the Board
of Directors or by the President if the Board of Directors does not do so.

                  F.       Treasurer. The Treasurer or in his or her absence an
Assistant Treasurer, subject to the order of the Board of Directors, shall have
the care and custody of the monies, funds, securities, valuable papers and
documents of the Corporation (other than his or her own bond, if any, which
shall be in the custody of the President), and shall have, under the
supervision of the Board of Directors, all the powers and duties commonly
incident to his or her office. He or she shall deposit all funds of the
Corporation in such bank or banks, trust company or trust companies, or with
such firm or firms doing a banking business as may be designated by the Board
of Directors or by the President if the Board of Directors does not do so. He
or she may endorse for deposit or collection all checks, notes and similar
instruments payable to the Corporation or to its order. He or she shall keep
accurate books of account of the Corporation's transactions, which shall be the
property of the Corporation, and together with all of the property of the
Corporation in his or her possession, shall be subject at all times to the
inspection and control of the Board of Directors. The Treasurer shall be
subject in every way to the order of the Board of Directors, and shall render
to the Board of Directors and/or the President of the Corporation, whenever
they may require it, an account of all his or her transactions and of the
financial condition of the Corporation. In addition to the foregoing, the
Treasurer shall have such duties as may be prescribed or determined, from time
to time, by the Board of Directors or by the President if the Board of
Directors does not do so.



                                      10
<PAGE>   11

                  G.       Assistant Secretaries and Treasurers. Assistants to
the Secretaries and Treasurers may be appointed by the President or elected by
the Board of Directors and shall perform such duties and have such powers as
shall be delegated to them by the President or the Board of Directors.

                  H.       Other Officers. The other officers, if any, shall
perform such duties and exercise such powers as the Board of Directors shall
request or delegate and, unless the Board otherwise provides, shall perform
such other duties as are generally performed by officers in such position.

         4.3      Delegation of Authority. The Board of Directors may at any
time delegate the powers and duties of any officer for the time being to any
other officer, director or employee.

         4.4      Compensation. The compensation of the officers of the
Corporation shall be fixed by the Board of Directors or a committee thereof,
and the fact that any officer is a director shall not preclude such officer
from receiving compensation or from voting upon the resolution providing the
same.

                                   ARTICLE V
                      RESIGNATIONS, VACANCIES AND REMOVALS

         5.1      Resignations. Any director or officer may resign at any time
by giving written notice thereof to the Board of Directors, the Chairman of the
Board of Directors, the President or the Secretary. Any such resignation shall
take effect at the time specified therein or, if the time be not specified,
upon receipt thereof, and unless otherwise specified therein or in these
Bylaws, the acceptance of any resignation shall not be necessary to make it
effective.

         5.2      Vacancies.

                  A.       Directors. Any vacancy occurring in the Board of
Directors may be filled by the affirmative vote of a majority of the remaining
directors though less than a quorum of the Board, or by the sole remaining
director, as the case may be, or, if the vacancy is not so filled, or if no
director remains, by the stockholders. A director elected to fill a vacancy
shall serve until the next election of directors by the stockholders and the
election and qualification of the successor.

                  B.       Officers. The Board of Directors may at any time or,
from time to time, fill any vacancy among the officers of the Corporation.



                                      11
<PAGE>   12

         5.3      Removals.

                  A.       Directors. At any meeting of the stockholders with
respect to which notice of such purpose has been given, the entire Board or any
individual director may be removed, with or without cause, by the affirmative
vote of the holders of a majority of the shares of stock of the Corporation
entitled to vote at an election of directors.

                  B.       Officers. Subject to the provisions of any validly
existing agreement, the Board of Directors may at any meeting remove from
office any officer, with or without cause, and may appoint a successor.

                                   ARTICLE VI
                                 CAPITAL STOCK

         6.1      Certificates of Stock. Every stockholder shall be entitled to
a certificate or certificates for shares of the capital stock of the
Corporation in such form as may be prescribed or authorized by the Board of
Directors, duly numbered and setting forth the number and kind of shares
represented thereby. Such certificates shall be signed by the President or a
Vice President, unless some other person is hereunto specifically authorized as
provided in Section 4.3 of these Bylaws, and by the Treasurer or an Assistant
Treasurer or by the Secretary or an Assistant Secretary. Any or all of such
signatures may be in facsimile.

         In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed on a certificate has ceased to be
such officer, transfer agent or registrar before the certificate has been
issued, such certificate may nevertheless be issued and delivered by the
Corporation with the same effect as if he were such officer, transfer agent or
registrar at the date of issue.

         6.2      Transfer of Stock. Shares of the capital stock of the
Corporation shall be transferable only upon the books of the Corporation upon
the surrender of the certificate or certificates properly assigned and endorsed
for transfer. If the Corporation has a transfer agent or registrar acting on
its behalf, the signature of any officer or representative thereof may be in
facsimile.

         The Board of Directors may appoint a transfer agent and one (1) or
more co-transfer agents and a registrar and one (1) or more co-registrars and
may make or authorize such agents to make all such rules and regulations deemed
expedient concerning the issue, transfer and registration of shares of stock.

         6.3      Record Dates. For the purpose of determining stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or entitled to receive payment of any dividend, or to
express consent to corporate action in writing without a meeting, or in order
to make a determination of stockholders for any other proper purposes, the
Corporation's stock transfer books shall not be closed, but a record date shall
be set by the Board of Directors and, upon that date, the Corporation or its
transfer agent shall take a record of the stockholders without actually closing
the stock transfer books. Such record date shall not be more than sixty



                                      12
<PAGE>   13

(60) days, nor less than ten (10) days, prior to the date on which the
particular action requiring such determination of stockholders is to be taken.

         If no such record date is fixed by the Board, the record date shall be
that prescribed by the General Corporation Law of the State of Delaware.

         A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may, in their
discretion, fix a new record date for the adjourned meeting.

         6.4      Lost Certificates. In case of loss or mutilation or
destruction of a stock certificate, a duplicate certificate may be issued upon
such terms as may be determined or authorized by the Board of Directors or the
Executive Committee (if one has been appointed), or by the President if the
Board of Directors or the Executive Committee does not do so.


                                  ARTICLE VII
                    FISCAL YEAR, BANK DEPOSITS, CHECKS, ETC.

         7.1      Fiscal Year. The fiscal year of the Corporation shall be
determined by resolution of the Board of Directors.

         7.2      Bank Deposit Checks. The funds of the Corporation shall be
deposited in the name of the Corporation or of any division thereof in such
banks or trust companies in the United States or elsewhere as may be
designated, from time to time, by the Board of Directors or by such officer or
officers as the Board of Directors may authorize to make such designations.

         All checks, drafts or other orders for the withdrawal of funds from
any bank account shall be signed by such person or persons as may be
designated, from time to time, by the Board of Directors. The signatures on
checks, drafts or other orders for the withdrawal of funds may be in facsimile
if authorized in the designation.

                                  ARTICLE VIII
                               BOOKS AND RECORDS

         8.1      Place of Keeping Books. The books and records of the
Corporation may be kept within or outside of the State of Delaware.

         8.2      Examination of Books. Except as may otherwise be provided by
the General Corporation Law of the State of Delaware, the Certificate of
Incorporation or these Bylaws, the Board of Directors shall have the power to
determine, from time to time, whether and to what extent and at what times and
places and under what conditions any of the accounts, records and books of the
Corporation are to be open to the inspection of any stockholder. No stockholder
shall have any right to inspect any account or book or document of the
Corporation except as prescribed by law or authorized by express resolution of
the stockholders or of the Board of Directors.



                                      13
<PAGE>   14

                                   ARTICLE IX
                                    NOTICES

         9.1      Requirements of Notice. Whenever notice is required to be
given by statute, the Certificate of Incorporation or these Bylaws, except as
otherwise provided in Section 3.5 hereof, it shall not mean personal notice
unless so specified, but such notice may be given in writing by depositing the
same in a post office, letter box or mail chute postage prepaid and addressed
to the person to whom such notice is directed at the address of such person on
the records of the Corporation, and such notice shall be deemed given at the
time when the same shall be thus mailed.

         9.2      Waivers. Any stockholder, director or officer may, in writing
or by telegram or cable, at any time waive any notice or other formality
required by law, the Certificate of Incorporation or these Bylaws. Such waiver
of notice, whether given before or after any meeting or action, shall be deemed
equivalent to notice. Presence of a stockholder either in person or by proxy at
any meeting of stockholders and presence of any director at any meeting of the
Board of Directors shall constitute a waiver of such notice as may be required
by law, the Certificate of Incorporation or these Bylaws, unless such presence
is solely for the purpose of objecting to the lack of notice and such objection
is stated at the commencement of the meeting.

                                   ARTICLE X
                                      SEAL

         The corporate seal of the Corporation shall be in such form as the
Board of Directors shall determine, from time to time, and may consist of a
facsimile thereof or the word "SEAL" enclosed in parentheses or brackets. The
corporate seal of the Corporation shall not be necessary to validate or
authenticate any instrument duly executed by the Corporation or to render any
such instrument enforceable against the Corporation.

                                   ARTICLE XI
                               POWERS OF ATTORNEY

         The Board of Directors may authorize one (1) or more of the officers
of the Corporation to execute powers of attorney delegating to named
representatives or agents power to represent or act on behalf of the
Corporation, with or without the power of substitution.

         In the absence of any action by the Board of Directors, any officer of
the Corporation may execute, for and on behalf of the Corporation, waivers of
notice of meetings of stockholders and proxies, or may vote shares directly,
for such meetings of any company in which the Corporation may hold voting
securities.



                                      14
<PAGE>   15

                                  ARTICLE XII
              INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES

         12.1     Definitions. As used in this article, the term "Person" means
any past, present or future director, officer or employee of the Corporation or
any subsidiary of the Corporation.

         12.2     Indemnification Granted. The Corporation shall indemnify, to
the full extent and under the circumstances permitted by the General
Corporation Law of the State of Delaware in effect, from time to time, any
Person, made or threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that such Person is or was or with his
or her consent is named by the Corporation as being or about to become a
director of the Corporation or any subsidiary thereof, or is or was an officer
or employee of the Corporation or any subsidiary thereof, or is or was an
employee or agent of the Corporation or any subsidiary thereof, or is or was
serving at the specific request of the Corporation as a director, officer,
employee or agent of another company or other enterprise in which the
Corporation owns or owned, directly or indirectly, an equity interest or of
which it may be a creditor.

         12.3     Prepayment of Expenses. The Corporation shall pay the
expenses (including attorneys' fees) incurred by a Person in defending any
proceeding in advance of its final disposition; provided, however, that, to the
extent required by law, such payment of expenses in advance of the final
disposition of the proceeding shall be made only upon receipt of an undertaking
by the Person to repay all amounts advanced if it should be ultimately
determined that the Person is not entitled to be indemnified under this Article
XII or otherwise.

         12.4     Claims. If a claim for indemnification or payment of expenses
under this Article XII is not paid in full within sixty (60) days after a
written claim therefor by the Person has been received by the Corporation, the
Person may file suit to recover the unpaid amount of such claim, and, if
successful in whole or in part, shall be entitled to be paid the expenses of
prosecuting such claim. In any such action the Corporation shall have the
burden of proving that the Person is not entitled to the requested
indemnification or payment of expense under applicable law.

         12.5     Nonexclusivity of Rights. The rights conferred on any Person
by this Article XII shall not be exclusive of any other rights which such
Person may have or hereafter acquire under any statute, provision of the
Certificate of Incorporation, these Bylaws, agreement, vote of stockholders or
disinterested directors or otherwise, and shall continue as to a Person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors, administrators and other legal representatives
of such Person.

         12.6     Other Sources. The Corporation's obligation, if any, to
indemnify or to advance expenses to any Person who was or is serving at its
request as a director, officer, employee or agent of another company,
partnership, joint venture, trust, enterprise or nonprofit entity shall be
reduced by any amount such Person may collect as indemnification or advancement
of expenses from such other company, partnership, joint venture, trust,
enterprise or non-profit enterprise.



                                      15
<PAGE>   16

         12.7     Amendment or Repeal. Any repeal or modification of the
foregoing provisions of this Article XII shall not adversely affect any right
or protection hereunder of any Person in respect of any act or omission
occurring prior to the time of such repeal or modification.

         12.8     Insurance. The Corporation may purchase and maintain
insurance at its expense, to protect itself and any such person against any
such liability, cost, payment or expense whether or not the Corporation would
have the power to indemnify such person or entity against such liability.

         12.9     Miscellaneous. Subject to the limitations set forth in the
General Corporation Law of the State of Delaware, the Board of Directors may
also on behalf of the Corporation grant indemnification to any individual other
than a Person to such extent and in such matter as the Board of Directors in
its sole discretion may, from time to time, and at any time determine.

         It is not intended that the provisions of this Article XII be
applicable to, and they are not to be construed as granting indemnity with
respect to, matters as to which indemnification would be in contravention of
the laws of Delaware or of the United States of America, whether as a matter of
public policy or pursuant to statutory provision.

                                  ARTICLE XIII
                        INTERESTED DIRECTOR TRANSACTIONS

         13.1     Interested Directors; Quorum. No contract or transaction
between the Corporation and one (1) or more of its directors or officers, or
between the Corporation and any other company, partnership, association, or
other organization in which one (1) or more of its directors or officers are
directors or officers, or have a financial interest, shall be void or voidable
solely for this reason, or solely because the director or officer is present at
or participates in the meeting of the Board of Directors or committee thereof
which authorizes the contract or transaction, or solely because his or their
votes are counted for such purpose, if: (i) 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 votes of a majority of the disinterested directors, even though
the disinterested directors be less than a quorum; or (ii) the material facts
as to his relationship or interest and as to the contract or transaction are
disclosed or are known to the stockholders entitled to vote thereon, and the
contract or transaction is specifically approved in good faith by vote of the
stockholders or (iii) 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 stockholders. Common or interested
directors may be counted in determining the presence of a quorum at a meeting
of the Board of Directors or of a committee which authorizes the contract or
transaction.



                                      16
<PAGE>   17

                                  ARTICLE XIV
                                   AMENDMENTS

         14.1     Amendment or Repeal. Except as provided otherwise by the laws
of the State of Delaware or the Certificate of Incorporation, these Bylaws may
be amended or repealed either:

                  A.       At any meeting of stockholders at which a quorum is
present by vote of a majority of the number of shares of stock entitled to vote
present in person or by proxy at such meeting as provided in Article II of
these Bylaws; provided that the notice of such meeting of stockholders or
waiver of notice thereof contains a statement of the substance of the proposed
amendment or repeal; or

                  B.       At any meeting of the Board of Directors by a
majority vote of the directors then in office.

         14.2     Stockholder Proposals. Any stockholder who intends to propose
that any provision of these Bylaws be amended by action of the stockholders
shall notify the Secretary of the Corporation in writing of the amendment or
amendments which such stockholder intends to propose not later than one hundred
eighty (180) days prior to a request by such stockholder to call a special
meeting for such purpose or, if such proposal is intended to be made at an
annual meeting of stockholders, not later than the latest date permitted for
submission of stockholder proposals by Rule 14a-8 under the Securities Exchange
Act of 1934. Such notice to the Secretary shall include the text of the
proposed amendment or amendments and a brief statement of the reason or reasons
why such stockholder intends to make such proposal.



                                      17