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                                                                     EXHIBIT 3.2

                              AMENDED AND RESTATED
                                     BYLAWS
                                       OF
                             NOVELLUS SYSTEMS, INC.
                           (a California corporation)

                                    ARTICLE I
                                     OFFICES

             Section 1.1. Principal Office. The principal office for the
transaction of the business of the corporation shall be located at 4000 North
First, San Jose, California 95134. The Board of Directors is hereby granted full
power and authority to change said principal office to another location within
or without the State of California.

             Section 1.2. Other Offices. One or more branch or other subordinate
offices may at any time be fixed and located by the Board of Directors at such
place or places within or without the State of California as it deems
appropriate.

                                   ARTICLE II
                                    DIRECTORS

             Section 2.1. Exercise of Corporate Powers. Except as otherwise
provided by the Articles of Incorporation of the corporation or by the laws of
the State of California now or hereafter in force, the business and affairs of
the corporation shall be managed and all corporate powers shall be exercised by
or under the direction of the Board of Directors. The Board may delegate the
management of the day-to-day operation of the business of the corporation as
permitted by law provided that the business and affairs of the corporation shall
be managed and all corporate powers shall be exercised under the ultimate
direction of the Board.

             Section 2.2. Number. The number of directors of the corporation
shall not be less than six (6) nor more than eleven (11) until changed by
amendment of the Articles of Incorporation or by a Bylaw amending this Section
2.2 duly adopted by the vote or written consent of holders of a majority of the
outstanding shares. The exact number of directors may be fixed from time to
time, within the limits specified in the Articles of Incorporation or in this
Section 2.2, by (i) a bylaw or amendment thereof duly adopted by the vote of a
majority of the shares entitled to vote represented at a duly held meeting at
which a quorum is present, or by the written consent of the holders of a
majority of the outstanding shares entitled to vote, or by the Board of
Directors, or (ii) resolution of the Board of Directors.

             Section 2.3. Need Not Be Shareholders. The directors of the
corporation need not be shareholders of the corporation.



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             Section 2.4. Compensation. Directors shall receive such
compensation for their services as directors and such reimbursement for their
expenses of attendance at meetings as may be determined from time to time by
resolution of the Board, Nothing herein contained shall be construed to preclude
any director from serving the corporation in any other capacity and receiving
compensation therefor.

             Section 2.5. Election and Term of Office. At each annual meeting of
shareholders, directors shall be elected to hold office until the next annual
meeting, provided that if for any reason said annual meeting or an adjournment
thereof is not held or the directors are not elected thereat, then the directors
may be elected at any special meeting of the shareholders called and held for
that purpose. The term of office of the directors shall begin immediately after
their election and shall continue until the expiration of the term for which
elected and until their respective successors have been elected and qualified.
No person may be elected or run for reelection to the Board of Directors after
having attained the age of 70 years.

             Section 2.6. Vacancies. A vacancy or vacancies in the Board of
Directors shall exist when any authorized position of director is not then
filled by a duly elected director, whether caused by death, resignation,
removal, change in the authorized number of directors (by the Board or the
shareholders) or otherwise. The Board of Directors may declare vacant the office
of a director who has been declared of unsound mind by an order of court or
convicted of a felony. A vacancy created by the removal of a director may be
filled only by the approval of the shareholders. Except for a vacancy created by
the removal of a director, vacancies on the Board may be filled by a majority of
the directors then in office, whether or not less than a quorum, or by a sole
remaining director. The shareholders may elect a director at any time to fill
any vacancy not filled by the directors, but any such election by written
consent other than to fill a vacancy created by removal requires the consent of
a majority of the outstanding shares entitled to vote. Any director may resign
effective upon giving written notice to the Chairman of the Board, the
President, the Secretary, or the Board of Directors of the corporation, unless
the notice specifies a later time for the effectiveness of such resignation. If
the resignation is effective at a future time, a successor may be elected to
take office when the resignation becomes effective.

     Section 2.7. Removal.

                      2.7.1. General Rule. Any and all of the directors may be
removed without cause if such removal is approved by the affirmative vote of a
majority of the outstanding shares entitled to vote at an election of directors,
except as set forth in subsections 2.7.2 and 2.7.3.

                      2.7.2. Supermajority Vote Required, No director may be
removed (unless the entire Board is removed) when the votes cast against
removal, or not consenting in writing to such removal, would be sufficient to
elect such director if voted cumulatively at an election at which the same total
number of votes were cast (or, if such action is taken by written consent, all
shares entitled to vote were voted) and the entire number of directors
authorized at the time of the director's most recent election were then being
elected;

                      2.7.3. Class Vote. When by the provisions of the Articles
the holders of the shares of any class or series, voting as a class or series,
are entitled to elect one or more directors, any director so elected may be
removed only by the applicable vote of the holders of the shares of that class
or series.

                      2.7.4. Effect of Reduction of Size of Board. Any reduction
of the authorized number of directors does not remove any director prior to the
expiration of such director's term of office.



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             Section 2.8. Meetings of Directors.

                      2.8.1. Place of Meetings. Unless otherwise specified in
the notice thereof, meetings (whether regular, special or adjourned) of the
Board of Directors of the corporation shall be held at the principal office of
the corporation for the transaction of business, as specified in accordance with
Section 1.1 hereof, which is hereby designated as an office for such purpose in
accordance with the laws of the State of California, or at any other place
within or without the State which has been designated from time to time by
resolution of the Board or by written consent of all members of the Board.

                      2.8.2. Regular Meetings. Regular meetings of the Board of
Directors, of which no notice need be given except as required by the laws of
the State of California, shall be held after the adjournment of each annual
meeting of the shareholders (which meeting shall be designated the Regular
Annual Meeting) and at such other times as may be designated from time to time
by resolution of the Board of Directors, Such regular meetings shall be held at
the principal office of the corporation for the transaction of business as
specified in accordance with Section 1.1 hereof or at any other place within or
without the State of California which has been designated from time to time by
resolution of the Board or by written consent of all members of the Board,
unless notice of the place thereof be given in the same manner as for special
meetings.

                      2.8.3. Special Meetings. Special meetings of the Board of
Directors may be called at any time by the Chairman of the Board, the President,
any Vice President, the Secretary, or any two or more of the directors.

                      2.8.4. Notice of Meetings. Except in the case of regular
meetings, notice of which has been dispensed with, all meetings of the Board of
Directors shall be held upon four (4) days' notice by mail or forty-eight (48)
hours' notice delivered personally or by telephone, telegraph, or other
electronic or wireless means. If the address of a director is not shown on the
records and is not readily ascertainable, notice shall be addressed to him at
the city or place in which the meetings of the directors are regularly held.
Except as set forth in subsection 2.8.6 below, notice of the time and place of
holding an adjourned meeting need not be given to absent directors if the time
and place be fixed at the meeting adjourned.

                      2.8.5. Quorum. A majority of the authorized number of
directors constitutes a quorum of the Board for the transaction of business.
Every act or decision done or made by a majority of the directors present at a
meeting duly held at which a quorum is present shall be regarded as the act of
the Board of Directors except as otherwise provided by law. A meeting at which a
quorum is initially present may continue to transact business notwithstanding
the withdrawal of directors, if any action taken is approved by at least a
majority of the required quorum for such meeting.

                      2.8.6. Adjourned Meetings. A majority of the directors
present, whether or not a quorum is present, may adjourn any meeting to another
time and place. If the meeting is adjourned for more than 24 hours, notice of
any adjournment to another time or place shall be given prior to the time of the
adjourned meeting to the directors who were not present at the time of the
adjournment.



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                      2.8.7. Waiver of Notice and Consent. Notice of a meeting
need not be given to any director who signs a waiver of notice or a consent to
holding the meeting or an approval of the minutes thereof, whether before or
after the meeting, or who attends the meeting without protesting, prior thereto
or at its commencement, the lack of notice to such director. All such waivers,
consents, and approvals shall be filed with the corporate records or made a part
of the minutes of the meeting.

                      2.8.8. Action Without a Meeting. Any action required or
permitted to be taken by the Board may be taken without a meeting, if all
members of the Board shall individually or collectively consent in writing to
such action. Such written consent or consents shall be filed with the minutes of
the proceedings of the Board. Such action by written consent shall have the same
force and effect as a unanimous vote of such directors.

                      2.8.9. Conference Telephone Meetings. Members of the Board
may participate in a meeting through use of conference telephone or similar
communications equipment, so long as all members participating in such meeting
can hear one another. Participation in a meeting pursuant to this Section
constitutes presence in person at such meeting.

                      2.8.10.Meetings of Committees. The provisions of this
Section apply also to committees of the Board and action by such committees,
with such changes in points of detail as may be necessary,

                                   ARTICLE III
                                    OFFICERS

             Section 3.1. Election and Qualifications. The officers of the
corporation shall consist of a President, one or more Vice Presidents, a
Secretary, and a Chief Financial Officer who shall be chosen by the Board of
Directors and such other officers, including a Chairman of the Board, as the
Board of Directors shall deem expedient, who shall be chosen in such manner and
hold their offices for such terms as the Board of Directors may prescribe. Any
two or more of such offices may be held by the same person. Any Vice President,
Assistant Treasurer, or Assistant Secretary may exercise any of the powers of
the President, the Chief Financial Officer, or the Secretary, respectively, as
directed by the Board of Directors, and shall perform such other duties as are
imposed upon such officer by the Bylaws or the Board of Directors.

             Section 3.2. Term of Office and Compensation. The term of office
and salary of each of said officers and the manner and time of the payment of
such salaries shall be fixed and determined by the Board of Directors and may be
altered by said Board from time to time at its pleasure, subject to the rights,
if any, of said officers under any contract of employment.

             Section 3.3. Removal and Vacancies. Any officer of the corporation
may be removed at the pleasure of the Board of Directors at any meeting or at
the pleasure of any officer who may be granted such power by a resolution of the
Board of Directors. Any officer may resign at any time upon written notice to
the corporation without prejudice to the rights, if any, of the corporation
under any contract to which the officer is a party. If any vacancy occurs in any
office of the corporation, the Board of Directors may elect a successor to fill
such vacancy for the remainder of the unexpired term and until a successor is
duly chosen and qualified.



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                                   ARTICLE IV

                              CHAIRMAN OF THE BOARD

             The Chairman of the Board of Directors, if there be one, shall have
the power to preside at all meetings of the Board of Directors, and to call
meetings of the shareholders and of the Board of Directors to be held within the
limitations prescribed by law or by these Bylaws, at such times and at such
places as the Chairman of the Board shall deem proper. The Chairman of the Board
shall have such other powers and shall be subject to such other duties as the
Board of Directors may from time to time prescribe.

                                    ARTICLE V

                                    PRESIDENT

             Section 5.1. Powers and Duties. The powers and duties of the
President are:

             (a) To act as the chief executive officer of the corporation and,
subject to the control of the Board of Directors, to have general supervision,
direction, and control of the business and affairs of the corporation.

             (b) To preside at all meetings of the shareholders and, in the
absence of the Chairman of the Board, or if there be none, at all meetings of
the Board of Directors.

             (c) To call meetings of the shareholders and also of the Board of
Directors to be held, subject to the limitations prescribed by law or by these
Bylaws, at such times and at such places as the President shall deem proper,

             (d) Subject to the direction of the Board of Directors, to have
general charge of the property of the corporation and to supervise and control
all officers, agents, and employees of the corporation.

             Section 5.2. President Pro Tem. If neither the Chairman of the
Board, the President, nor any Vice President is present at any meeting of the
Board of Directors, a President pro tem may be chosen to preside and act at such
meeting. If neither the President nor any Vice President is present at any
meeting of the shareholders, a President pro tem may be chosen to preside at
such meeting.

                                   ARTICLE VI

                                 VICE PRESIDENT

             In case of the absence, disability, or death of the President, the
Vice President, or one of the Vice Presidents, shall exercise all the powers and
perform all the duties of the President. If there is more than one Vice
President, the order in which the Vice Presidents shall succeed to the powers
and duties of the President shall be fixed by the Board of Directors. The Vice
President or Vice Presidents shall have such other powers and perform such other
duties as may be granted or prescribed by the Board of Directors.



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                                   ARTICLE VII

                                    SECRETARY

             The powers and duties of the Secretary are:

             (a) To keep a book of minutes at the principal office of the
corporation, or such other place as the Board of Directors may order, of all
meetings of its directors and shareholders with the time and place of holding,
whether regular or special, and, if special, how authorized, the notice
thereof given, the names of those present at directors' meetings, the number of
shares present or represented at shareholders' meetings, and the proceedings
thereof.

             (b) To keep the seal of the corporation and to affix the same to
all instruments which may require it.

             (c) To keep or cause to be kept at the principal office of the
corporation, or at the office of the transfer agent or agents, a share register,
or duplicate share registers, showing the names of the shareholders and their
addresses, the number and classes of shares held by each, the number and date of
certificates issued for shares, and the number and date of cancellation of every
certificate surrendered for cancellation.

             (d) To keep a supply of certificates for shares of the corporation,
to fill in all certificates issued, and to make a proper record of each such
issuance; provided, that so long as the corporation shall have one or more duly
appointed and acting transfer agent of the shares, or any class or series of
shares, of the corporation, such duties with respect to such shares shall be
performed by such transfer agent or transfer agents,

             (e) To transfer upon the share books of the corporation any and all
shares of the corporation; provided, that so long as the corporation shall have
one or more duly appointed and acting transfer agent of the shares, or any class
or series of shares, of the corporation, such duties with respect to such shares
shall be performed by such transfer agent or transfer agents, and the method of
transfer of each certificate shall be subject to the reasonable regulations of
the transfer agent to which the certificate is presented for transfer, and also,
if the corporation then has one or more duly appointed and acting registrars, to
the reasonable regulations of the registrar to which the new certificate is
presented for registration; and provided, further, that no certificate for
shares of stock shall be issued or delivered or, if issued or delivered, shall
have any validity whatsoever until and unless it has been signed or
authenticated in the manner provided in Section 11.2 hereof.

             (f) To make service and publication of all notices that may be
necessary or proper, and without command or direction from anyone. In case of
the absence, disability, refusal, or neglect of the Secretary to make service or
publication of any notices, then such notices may be served and/or published by
the President, a Vice President, any person



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thereunto authorized by either of them, the Board of Directors, or the holders
of a majority of the outstanding shares of the corporation.

             (g) Generally to do and perform all such duties as pertain to the
office of Secretary and as may be required by the Board of Directors,


                                  ARTICLE VIII

                             CHIEF FINANCIAL OFFICER

             The powers and duties of the Chief Financial Officer are:

             (a) To supervise and control the keeping and maintaining of
adequate and correct accounts of the corporation's properties and business
transactions, including accounts of its assets, liabilities, receipts,
disbursements, gains,, losses, capital, retained earnings, and shares. The books
of account shall at all reasonable times be open to inspection by any director,

             (b) To have the custody of all funds, securities evidences of
indebtedness, and other valuable documents of the corporation, and, at the Chief
Financial Officer's discretion, to cause any or all thereof to be deposited for
the account of the corporation with such depositary as may be designated from
time to time by the Board of Directors,

             (c) To receive or cause to be received, and to give or cause to be
given, receipts and acquittances for moneys paid in for the account of the
corporation.

             (d) To disburse, or cause to be disbursed, all funds of the
corporation as may be directed by the Board of Directors, taking proper vouchers
for such disbursements.

             (e) To render to the President and the Board of Directors, whenever
they may require, accounts of all transactions and of the financial condition of
the corporation.

             (f) Generally to do and perform all such duties as pertain to the
office of Chief Financial Officer and as may be required by the Board of
Directors,

                                   ARTICLE IX

                             COMMITTEES OF THE BOARD

             Section 9.1. Appointment and Procedure. The Board of Directors may,
by resolution adopted by a majority of the authorized number of directors,
designate one or more committees, each consisting of at least two or more
directors, to serve at the pleasure of the Board. The Board may designate one or
more directors as alternate members of any committee, who may replace any absent
member at any meeting of the committee. The appointment of members or alternate
members of a committee requires the vote of a majority of the authorized number
of directors.



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             Section 9.2. Powers. Any committee appointed by the Board of
Directors, to the extent provided in the resolution of the Board or in these
Bylaws, shall have all the authority of the Board except with respect to:

             (a) the approval of any action which requires the approval or vote
of the shareholders;

             (b) the filling of vacancies on the Board or on any committee;

             (c) the fixing of compensation of the directors for serving on the
Board or on any committee;

             (d) the amendment or repeal of Bylaws or the adoption of new
Bylaws;

             (e) the amendment or repeal of any resolution of the Board which by
its express terms is not so amendable or repealable;

             (f) a distribution as defined at Section 166 of the California
Corporations Code, except at a rate or in a periodic amount or within a price
range set forth in the Articles of Incorporation or determined by the Board;

             (g) the appointment of other committees of the Board or the members
thereof.

             Section 9.3. Executive Committee. In the event that the Board of
Directors appoints an Executive Committee, such Executive Committee, in all
cases in which specific directions to the contrary shall not have been given by
the Board of Directors, shall have and may exercise, during the intervals
between the meetings of the Board of Directors, all the powers and authority of
the Board of Directors in the management of the business and affairs of the
corporation (except as provided in Section 9.2 hereof) in such manner as the
Executive Committee may deem best for the interests of the corporation.


                                    ARTICLE X

                            MEETINGS OF SHAREHOLDERS

             Section 10.1. Place of Meetings. Meetings (whether regular,
special, or adjourned) of shareholders of the corporation shall be held at the
principal office for the transaction of business as specified in accordance with
Section 1.1 hereof, or any place within or without the State which may be
designated by written consent of all the shareholders entitled to vote thereat,
or which may be designated by the Board of Directors.

             Section 10.2. Time of Annual Meetings. The annual meeting of the
shareholders shall be held at the hour of 10:00 o'clock in the morning on the
last day in March in each year, if not a legal holiday, and if a legal holiday,
then on the next succeeding business day not a legal holiday, or such other time
or date within fifteen months of the date of incorporation or the date of the
last annual meeting of shareholders (whichever is later) as may be set by the
Board of Directors.



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             Section 10.3. Special Meetings. Special meetings of the
shareholders may be called by the Board of Directors, the Chairman of the Board,
the President, or the holders of shares entitled to cast not less than 10% of
the vote at the meeting.

             Section 10.4. Notice of Meetings. Whenever shareholders are
required or permitted to take any action at a meeting, a written notice of the
meeting shall be given not less than 10 (or, if sent by third-class mail, 30)
nor more than 60 days before the day of the meeting to each shareholder entitled
to vote thereat. Such notice shall state the place, date, and hour of the
meeting and (a) in the case of a special meeting, the general nature of the
business to be transacted, and no other business may be transacted, or (b) in
the case of the annual meeting, those matters which the Board, at the time of
the mailing of the notice, intends to present for action by the shareholders.
The notice of any meeting at which directors are to be elected shall include the
names of nominees intended at the time of the notice to be presented by the
Board of Directors for election.

             Subject to the provisions of Section 10.8 hereof any matter
properly brought before an annual meeting may be presented at the meeting for
such action. To be properly brought before an annual meeting, business must be
specified in the notice of meeting (or any supplement thereto) given by or at
the direction of the Board of Directors, otherwise properly brought before the
meeting by or at the direction of the Board of Directors or otherwise properly
brought before the meeting by a shareholder. In addition to any other applicable
requirements, for business to be properly brought before an annual meeting by a
shareholder, the shareholder must have given timely notice thereof in writing to
the secretary of the corporation. To be timely, a shareholder's notice must be
delivered to or mailed and received at the principal executive offices of the
corporation, not less than 45 days nor more than 75 days prior to the date on
which the corporation first mailed its proxy materials for the previous year's
annual meeting of shareholders (or the date on which the corporation mails its
proxy materials for the current year if during the prior year the corporation
did not hold an annual meeting or if the date of the annual meeting was changed
more than 30 days from the prior year). A shareholder's notice to the secretary
shall set forth as to each matter the shareholder proposes to bring before the
annual meeting (i) a brief description of the business desired to be brought
before the annual meeting and the reasons for conducting such business at the
annual meeting, (ii) the name and record address of the shareholder proposing
such business, (iii) the class and number of shares of the corporation which are
beneficially owned by the shareholder, and (iv) any material interest of the
shareholder in such business.

             Notwithstanding anything in the Bylaws to the contrary, no business
shall be conducted at the annual meeting except in accordance with the
procedures set forth in this Section 10.4, provided, however, that nothing in
this Section 10.4 shall be deemed to preclude discussion by any shareholder of
any business properly brought before the annual meeting in accordance with said
procedure.

             The chairman of an annual meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting in accordance with the provisions of this Section 10.4, and
if he should so determine he shall so declare to the meeting, and any such
business not properly brought before the meeting shall not be transacted.

             Nothing in this Section 10.4 shall affect the right of a
shareholder to request inclusion of a proposal in the corporation's proxy
statement to the extent that such right is provided by an applicable rule of the
Securities and Exchange Commission.

             Section 10.5. Delivery of Notice. Notice of a shareholders' meeting
or the furnishing of any report shall be given either personally or by
first-class mail, or, if the corporation has outstanding 



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shares held of record by 500 or more persons on the record date for the
shareholder's meeting, notice may be sent third-class mail, or other means of
written communication, addressed to the shareholder at the address of such
shareholder appearing on the books of the corporation or given by the
shareholder to the corporation for the purpose of notice; or if no such address
appears or is given, at the place where the principal executive office of the
corporation is located or by publication at least once in a newspaper of general
circulation in the county in which the principal executive office is located.
The notice or report shall be deemed to have been given at the time when
delivered personally or deposited in the mail or sent by other means of written
communication. A verified statement of mailing of any notice or report in
accordance with the provisions of this Section, executed by the secretary,
assistant secretary, or any transfer agent, shall be prima facie evidence of the
giving of the notice or report, If any notice or report addressed to the
shareholders at the address of such shareholder appearing on the books of the
corporation is returned to the corporation by United States Postal Service
marked to indicate that the United States Postal Service is unable to deliver
the notice or report to the shareholder at such address, all future notices or
reports shall be deemed to have been duly given without further mailing if the
same shall be available for the shareholder upon written demand of the
shareholder at the principal executive office of the corporation for a period of
one year from the date of the giving of the notice to all other shareholders.

             Section 10.6. Adjourned Meetings. When a shareholders' meeting is
adjourned to another time or place, unless these Bylaws otherwise require,
notice need not be given of the adjourned meeting if the time and place thereof
is 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 45 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 10.7. Consent to Shareholders' Meeting. The transactions of
any meeting shareholders, however called and noticed, and wherever held, are as
valid as though had at a meeting duly held after regular call and notice, if a
quorum is present either in person or by proxy, and if, either before or after
the meeting, each of the persons entitled to vote not present in person or by
proxy signs a written waiver of notice or consent to the holding of the meeting
or an approval of the minutes thereof. All such waivers, consents, and approvals
shall be filed with the corporate records or made a part of the minutes of the
meeting. Attendance of a person at a meeting shall constitute a waiver of notice
of such meeting, except when the person objects, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened and except that attendance at a meeting is not a waiver of
any right to object to the consideration of matters required by the California
General Corporation Law to be included in the notice but not so included in the
notice if such objection is expressly made at the meeting, Neither the business
to be transacted at nor the purpose of any regular or special meeting of
shareholders need be specified in any written notice, consent to the holding of
the meeting or approval of the minutes thereof, unless otherwise provided in the
Articles of Incorporation or Bylaws, except as provided in Section 10.8.

             Section 10.8. Notice of Business to be Transacted in Certain Cases.
Any shareholder approval at a meeting, other than unanimous approval by those
entitled to vote, on any of the matters listed below shall be valid only if the
general nature of the proposal so approved was stated in the notice of meeting
or in any written waiver of notice:



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                      (a) a proposal to approve a contract or other transaction
between a corporation and one or more of its directors, or between a corporation
and any corporation, firm, or association in which one or more director has a
material financial interest;

                      (b) a proposal to amend the Articles of Incorporation;

                      (c) a proposal regarding a reorganization, mergers or
consolidation involving the corporation;

                      (d) a proposal to wind up and dissolve the corporation;

                      (e) a proposal to adopt a plan of distribution of the
shares, obligations, or securities of any other corporation, domestic or
foreign, or assets other than money which is not in accordance with the
liquidation rights of any preferred shares as specified in the Articles of
Incorporation.

     Section 10.9. Quorum; Vote Required.

                      10.9.1. Quorum Required. The presence in person or by
proxy of the persons entitled to vote a majority of the voting shares at any
meeting shall constitute a quorum for the transaction of business. If a quorum
is present, the affirmative vote of a majority of the shares represented and
voting at a duly held meeting at which a quorum is present (which shares voting
affirmatively also constitute at least a majority of the required quorum) shall
be the act of the shareholders, unless the vote of a greater number or voting by
classes is required by law, the Articles of Incorporation, or these Bylaws, and
except as provided in subsection 10.9.2.

                      10.9.2. Continuation of Business Despite Lack of Quorum.
The shareholders present at a duly called or held meeting at which a quorum is
present may continue to transact business until adjournment notwithstanding the
withdrawal of the number of enough shareholders to leave less than a quorum, if
any action taken (other than adjournment) is approved by at least a majority of
the shares required to constitute a quorum.

                      10.9.3. No Votes Without Quorum. In the absence of a
quorum, any meeting of shareholders may be adjourned from time to time by the
vote of a majority of the shares represented either in person or by proxy, but
no other business may be transacted, except as provided in subsection 10.9.2.

             Section 10.10. Actions Without Meeting.

                      10.10.1. Majority Consent. Any action which may be taken
at any annual or special meeting of shareholders may be taken without a meeting
and without prior notices if a consent in writing, setting forth the action so
taken, shall be signed by the holders of outstanding shares 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; provided that, subject to the provisions of Section 2.6, directors
may not be elected by written consent except by unanimous written consent of all
shares entitled to vote for the election of directors.



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<PAGE>   12

                      10.10.2. Notice to Nonconsenting Shareholders. Unless the
consents of all shareholders entitled to vote have been solicited in writing,

                      (a) notice of any shareholder approval on matters
described in subsections (a), (c), or (e) of section 10.8 or respecting
indemnification of agents of the corporation without a meeting by less than
unanimous written consent shall be given at least ten (10) days before the
consummation of the action authorized by such approval, and

                      (b) prompt notice shall be given of the taking of any
other corporate action approved by shareholders without a meeting by less than
unanimous written consent, to those shareholders entitled to vote but who have
not consented in writing; the provisions of Section 10.5 shall apply to such
notice.

             Section 10.11. Revocation of Consent. Any shareholder giving a
written consent, or the shareholder's proxy-holders, or a transferee of the
shares or a personal representative of the shareholder or their respective
proxy-holders, may revoke the consent by a writing received by the corporation
prior to the time that written consents of the number of shares required to
authorize the proposed action have been filed with the secretary of the
corporation, but may not do so thereafter. Such revocation is effective upon its
receipt by the secretary of the corporation.

             Section 10.12. Voting Rights. Except as provided in Section 10.14,
in the Articles of Incorporation, or in any statute relating to the election of
directors or to other particular matters, each outstanding share, regardless of
class, shall be entitled to one vote on each matter submitted to a vote of
shareholders. Any holder of shares entitled to vote on any matter may vote part
of the shares in favor of the proposal and refrain from voting the remaining
shares or vote them against the proposal, other than elections to office, but,
if the shareholder fails to specify the number of shares such shareholder is
voting affirmatively, it will be conclusively presumed that the shareholder's
approving vote is with respect to all shares such shareholder is entitled to
vote.

             Section 10.13. Determination of Holders of Record.

                      10.13.1. Record Date. In order that the corporation may
determine the shareholders entitled to notice of any meeting, to vote, to
receive payment of any dividend or other distribution or allotment of any
rights, or to exercise any rights in respect of any other lawful action, the
Board of Directors may fix, in advance, a record date, which shall not be more
than 60 nor less than 10 days prior to the date of such meeting nor more than 60
days prior to any other action.

                      10.13.2. Absence of Determination By Board. In the absence
of any record date set by the Board of Directors pursuant to subsection 10.13.1
above, then:

                      (a) The record date for determining shareholders entitled
to notice of or to vote at a meeting of shareholders shall be at the close of
business on the business day next preceding the day on which notice is given or,
if notice is waived, at the close of business on the business day next preceding
the day on which the meeting is held,

                      (b) The record date for determining shareholders entitled
to give consent to corporate action in writing without a meeting, when no prior
action by the Board has been taken, shall be the day on which the first written
consent is given.



                                       12
<PAGE>   13

                      (c) The record date for determining share holders for any
other purpose shall be at the close of business on the day on which the Board
adopts the resolution relating thereto, or the 60th day prior to the date of
such other action, whichever is later.

                      10.13.3. Adjournments. A determination of shareholders of
record entitled to notice of or to a vote at a meeting of shareholders shall
apply to any adjournment of the meeting unless the Board fixes a new record date
for the adjourned meeting, but the Board shall fix a new record date if the
meeting is adjourned for more than 45 days from the date set for the original
meeting.

                      10.13.4. Effect of Post Record Date Transfers.
Shareholders at the close of business on the record date are entitled to notice
and to vote or to receive the dividend, distribution, or allotment of rights or
to exercise the rights, as the case may be, notwithstanding any transfer of any
shares on the books of the corporation after the record date, except as
otherwise provided in the Articles, these Bylaws, agreement, or applicable law.

             Section 10.14. Elections for Directors.

                      10.14.0 Right to Cumulate. Every shareholder complying
with subsection 10.14.2 and normally entitled to vote at any election of
directors may cumulate such shareholder's votes and give one candidate a number
of votes equal to the number of directors to be elected multiplied by the number
of votes to which the shareholder's shares are entitled, or distribute the
shareholder's votes on the same principle among as many candidates as the
shareholder thinks fit.

                      10.14.2. Procedure for Cumulating Votes, No shareholder
shall be entitled to cumulate votes (i.e., cast for any candidate a number of
votes greater than the number of the votes which such shareholder normally is
entitled to cast) unless such candidate or candidates' names have been placed in
nomination prior to the voting and the shareholder has given written notice to
the chairman of the meeting at the meeting prior to the voting of the
shareholder's intention to cumulate the shareholder's votes. If any one
shareholder has given such notice, all shareholders may cumulate their votes for
candidates in nomination.

                      10.14.3. Directors Elected. In any election of directors,
the candidates receiving the highest number of affirmative votes of the shares
entitled to be voted for them up to the number of directors to elected by such
shares are elected; votes against directors and votes withheld shall have no
effect.

                      10.14.4. Ballot Optional. Elections for directors need not
be by ballot unless a shareholder demands election by ballot at the meeting and
before the voting begins.

             Section 10.15. Proxies.

                      10.15.1. Proxies Authorized. Every person entitled to vote
shares may authorize another person or persons to act by proxy with respect to
such shares, Any proxy purporting to be executed in accordance with the
provisions of the General Corporation Law of the State of California shall be
presumptively valid.



                                       13
<PAGE>   14

                      10.15.2. Term of Proxy. No proxy shall be valid after the
expiration of 11 months from the date thereof unless otherwise provided in the
proxy. Every proxy continues in full force and effect until revoked by the
person executing it prior to the vote pursuant thereto, except as otherwise
provided in this Section. Such revocation may be effected by a writing delivered
to the corporation stating that the proxy is revoked or by a subsequent proxy
executed by the person executing the prior proxy and presented to the meeting,
or as to any meeting by attendance at such meeting and voting in person by the
person executing the proxy. The dates contained on the forms of proxy
presumptively determine the order of execution, regardless of the postmark dates
on the envelopes in which they are mailed.

                      10.15.3. Death of Proxy Maker. A proxy is not revoked by
the death or incapacity of the maker unless, before the vote is counted, written
notice of such death or incapacity is received by the corporation.

             Section 10.16. Inspectors of Election.

                      10.16.1. Appointment. In advance of any meeting of
shareholders, the Board may appoint inspectors of election to act at the meeting
and any adjournment thereof. If inspectors of election are not so appointed, or
if any persons so appointed fail to appear or refuse to act, the chairman of any
meeting of shareholders may, and on the request of any shareholder or a
shareholder's proxy shall, appoint inspectors of election (or persons to replace
those who so fail or refuse) at the meeting. The number of inspectors shall be
either one or three. If appointed at a meeting on the request of one or more
shareholders or proxies, the majority of shares represented in person or by
proxy shall determine whether one or three inspectors are to be appointed,

                      10.16.2. Duties. The inspectors of election shall
determine the number of shares outstanding and the voting power of each, the
shares represented at the meeting, the existence of a quorum, the authenticity,
validity, and effect of proxies, receive votes, ballots, or consents, hear and
determine all challenges and questions in any way arising in connection with the
right to vote, count, and tabulate all votes and consents, determine when the
polls shall close, determine the result, and do such acts as may be proper to
conduct the election or vote with fairness to all shareholders.

                      10.16.3. Good Faith; Acts. The inspectors of election
shall perform their duties impartially, in good faith, to the best of their
ability, and as expeditiously as is practical. If there are three inspectors of
election, the decision, act, or certificate of a majority is effective in all
respects as the decision, act, or certificate of all. Any report or certificate
made by the inspectors of election is prima facie evidence of the facts stated
therein.


                                   ARTICLE XI

                                SUNDRY PROVISIONS

             Section 11.1. Shares Held by the Corporation. Shares in other
corporations standing in the name of this corporation may be voted or
represented and all rights incident thereto may be exercised on behalf of this
corporation by the President or by any other officer of this corporation
authorized so to do by resolution of the Board of Directors.



                                       14
<PAGE>   15

             Section 11.2. Certificates of Stock. There shall be issued to each
holder of fully paid shares of the capital stock of the corporation a
certificate or certificates for such shares. Every holder of shares in the
corporation shall be entitled to have a certificate signed in the name of the
corporation by the Chairman or Vice Chairman of the Board, the President, or a
Vice President and by the Chief Financial Officer, an Assistant Treasurer, the
Secretary, or any Assistant Secretary, certifying the number of shares and the
class or series of shares owned by the shareholder. Any or all of the signatures
on the certificates may be facsimile. In case any officer, transfer agent, or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent, or registrar
before such certificate is issued, it may be issued by the corporation with the
same effect as if such person were an officer, transfer agent, or registrar at
the date of issue.

             Section 11.3. Lost Certificates. The corporation may issue a new
share certificate or a new certificate for any other security in the place of
any certificate theretofore issued by it, alleged to have been lost, stolen, or
destroyed, and the corporation may require the owner of the lost, stolen, or
destroyed certificate or the owner's legal representative to give the
corporation a bond (or other adequate security) sufficient to indemnify it
against any claim that may be made against it (including any expense or
liability) on account of the alleged loss, theft, or destruction of any such
certificate or the issuance of such new certificate. The Board of Directors may
adopt such other provisions and restrictions with reference to lost
certificates, not inconsistent with applicable law, as it shall in its
discretion deem appropriate.

             Section 11.4. Certification and Inspection of Bylaws. The
corporation shall keep at its principal executive office in this state, or if
its principal executive office is not in this state at its principal business
office in this state, the original or a copy of these Bylaws as amended to date,
which shall be open to inspection by the shareholders at all reasonable times
during office hours. If the principal executive office of the corporation is
outside this state and the corporation has no principal business office in this
state, it shall upon the written request of any shareholder furnish to such
shareholder a copy of the Bylaws as amended to date.

             Section 11.5. Notices. Any reference in these Bylaws to the time a
notice is given or sent means, unless otherwise expressly provided, the time a
written notice by mail is deposited in the United States mails, postage prepaid;
or the time any other written notice is personally delivered to the recipient or
is delivered to a common carrier for transmission, or actually transmitted by
the person giving the notice by electronic means, to the recipient; or the time
any oral notice is communicated, in person or by telephone or wireless, to the
recipient or to a person at the office of the recipient who the person giving
the notice has reason to believe will promptly communicate it to the recipient.

             Section 11.6. Reports to Shareholders, Except as may otherwise be
required by law, the rendition of an annual report to the shareholders is waived
so long as there are less than 100 holders of record of the shares of the
corporation (determined as provided in Section 605 of the California General
Corporation Law), At such time or times, if any, that the corporation has 100 or
more holders of record of its shares, the Board of Directors shall cause an
annual report to be sent to the shareholders not later than 120 days after the
close of the fiscal year or within such shorter time period as may be required
by applicable law, and such annual report shall contain such information and be
accompanied by such other documents as may be required by applicable law,

             Section 11.7. Indemnification of Directors, Officers, and
Employees.

                      11.7.1. "Agent." For the purposes of this Section, "agent"
means any person who is or was a director, officer, employee, or other agent of
the corporation, or is or was serving at the 



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<PAGE>   16

request of the corporation as a director, officer, employee, or agent of another
foreign or domestic corporation, partnership, joint venture, trust, or other
enterprise, or was a director, officer, employee, or agent of a foreign or
domestic corporation which was a predecessor corporation of the corporation, or
of another enterprise at the request of such predecessor corporation;
"proceeding" means any threatened, pending, or completed action or proceeding,
whether civil, criminal, administrative, or investigative; and "expenses"
includes without limitation attorneys' fees and any expenses of establishing a
right to indemnification under subsection 11.7.4 or paragraph (c) of subsection
11.7.5.

                      11.7.2. Indemnification For Third Party Claims. Subject to
the specific determination required by subsection 11.7.5, the corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any proceeding (other than an action by or in the right of the corporation to
procure a judgment in its favor) by reason of the fact that such person is or
was an agent of the corporation, against expenses, judgments, fines,
settlements, and other amounts actually and reasonably incurred in connection
with such proceeding if such person acted in good faith and in a manner such
person reasonably believed to be in the best interests of the corporation and,
in the case of a criminal proceeding, had no reasonable cause to believe the
conduct of such person was unlawful. The termination of any proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contenders or
its equivalent shall not, of itself, create a presumption that the person did
not act in good faith or in a manner which the person reasonably believed to be
in the best interests of the corporation or that the person had reasonable cause
to believe that the person's conduct was unlawful.

                      11.7.3. Indemnification For Claims By the Corporation.
Subject to the specific determination required by subsection 11.7.5, the
corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending, or completed action by or in the
right of the corporation to procure a judgment in its favor by reason of the
fact that such person is or was an agent of the corporation, against expenses
actually and reasonably incurred by such person in connection with the defense
or settlement of such action if such person acted in good faith, in a manner
such person believed to be in the best interests of the corporation, and with
such care, including reasonable inquiry, as an ordinarily prudent person in a
like position would use under similar circumstances. No indemnification shall be
made under this subsection 11.7.3:

                      (a) In respect of any claim, issue, or matter as to which
such person shall have been adjudged to be liable to the corporation in the
performance of such person's duty to the corporation, unless and only to the
extent that the court in which such proceeding is or was pending shall determine
upon application that, in view of all the circumstances of the case, such person
is fairly and reasonably entitled to indemnity for the expenses which such court
shall determine;

                      (b) Of amounts paid in settling or otherwise disposing of
a threatened or pending action, with or without court approval; or

                      (c) Of expenses incurred in defending a threatened or
pending action which is settled or otherwise disposed of without court approval.

                      11.7.4. Indemnification For Successful Defense. To the
extent that an agent of a corporation has been successful on the merits in
defense of any proceeding referred to in subsection 11.7.2 or 11.7.3 or in
defense of any claim, issue, or matter therein, the agent shall be indemnified
against expenses actually and reasonably incurred by the agent in connection
therewith.



                                       16
<PAGE>   17

                      11.7.5. Determination Required to Permit Indemnification.
Except as provided in subsection 11.7.4, any indemnification under this Section
shall be made by the corporation only if authorized in the specific case, upon a
determination that indemnification of the agent is proper in the circumstances
because the agent has met the applicable standard of conduct set forth in
subsection 11.7.2 or 11.7.3, by:

                      (a) A majority vote of a quorum consisting of directors
who are not parties to such proceeding;

                      (b) Approval of the shareholders, with the shares owned by
the person to be indemnified not being entitled to vote thereon; or

                      (c) The court in which such proceeding is or was pending
upon application made by the corporation or the agent or the attorney or other
person rendering services in connection with the defense, whether or not such
application by the agent, attorney, or other person is opposed by the
corporation.

                      11.7.6. Advances of Expenses. Expenses incurred in
defending any proceeding may be advanced by the corporation prior to the final
disposition of such proceeding upon receipt of an undertaking by or on behalf of
the agent to repay such amount unless it shall be determined ultimately that the
agent is entitled to be indemnified as authorized in this Section.

                      11.7.7. Prohibition of Nonconforming Arrangements. No
provision made by the corporation to indemnify its or its subsidiary's directors
or officers for the defense of any proceeding, whether contained in a resolution
of shareholders or directors, an agreement, or otherwise, shall be valid unless
consistent with this Section, Nothing contained in this Section shall affect any
right to indemnification to which persons other than such directors and officers
may be entitled by contract or otherwise.

                      11.7.8. Prohibitions on Indemnification, No
indemnification or advance shall be made under this Section, except as provided
in subsection 11.7.4 or paragraph (c) of subsection 11.7.5, in any circumstance
where it appears:

                      (a) That it would be inconsistent with a provision of the
Articles, Bylaws, a resolution of the shareholders, or an agreement in effect at
the time of the accrual of the alleged cause of action asserted in the
proceeding in which the expenses were incurred or other amounts were paid, which
prohibits or otherwise limits indemnification; or

                      (b) That it would be inconsistent with any condition
expressly imposed by a court in approving a settlement.

                      11.7.9. Insurance. The corporation shall have the power to
purchase and maintain insurance on behalf of any agent of the corporation
against any liability asserted against or incurred by the agent in such capacity
or arising out of the agent's status as such whether or not the corporation
would have the power to indemnify the agent against such liability under the
provisions of this Section.



                                       17
<PAGE>   18

                      11.7.10. Application of Other Laws, Nothing in this
Section shall restrict the power of the corporation to indemnify its agents
under any provision of law from time to time applicable to the corporation, nor
shall anything in this Section authorize the corporation to indemnify its agents
in situations prohibited by law.

             Section 11.8. Loans to Officers. The Board may approve loans of
money or property to, and guaranties of the obligations of, officers of the
corporation, and may adopt employee benefit plans authorizing such loans and
guaranties to officers of the corporation, without the approval of the
shareholders of the corporation, provided that:

             (a) the corporation has outstanding shares held of record by more
than 100 persons;

             (b) the vote of any interested director or directors is not
counted; and

             (c) the Board determines that such loan, guaranty, or plan may
reasonably be expected to benefit the corporation.


                                   ARTICLE XII

                           CONSTRUCTION OF BYLAWS WITH
                         REFERENCE TO PROVISIONS OF LAW


             Section 12.1. Definitions. Unless defined otherwise in these Bylaws
or unless the context otherwise requires, terms used herein shall have the same
meaning, if any, ascribed thereto in the California General Corporation Law, as
amended from time to time.

             Section 12.2. Bylaw Provisions Additional and Supplemental to
Provisions of Law. All restrictions, limitations, requirements, and other
provisions of these Bylaws shall be construed, insofar as possible, as
supplemental and additional to all provisions of law applicable to the subject
matter thereof and shall be fully complied with in addition to the said
provisions of law unless such compliance shall be illegal.

             Section 12.3. Bylaw Provisions Contrary to or Inconsistent with
Provisions of Law. Any article, section, subsection, paragraph, subparagraph,
sentence, clause, or phrase of these Bylaws which upon being construed in the
manner provided in Section 12.2 hereof shall be contrary to or inconsistent with
any applicable provision of law shall not apply so long as said provision of law
shall remain in effect, but such result shall not affect the validity or
applicability of any other portions of these Bylaws, it being hereby declared
that these Bylaws would have been adopted and each article, section, subsection,
subsection, sentence, clause, or phrase thereof, irrespective of the fact that
any one or more articles, sections, subsections, subsections, sentences,
clauses, or phrases is or are illegal.

                                  ARTICLE XIII

                    ADOPTION, AMENDMENT, OR REPEAL OF BYLAWS

                      Section 13.1. By Shareholders. Bylaws may be adopted,
amended, or repealed by the approval of the affirmative vote of a majority of
the outstanding shares of the corporation entitled to vote.



                                       18
<PAGE>   19

             Section 13.2. By the Board of Directors. Subject to the right of
shareholders to adopt, amend, or repeal Bylaws, Bylaws other than a Bylaw or
amendment thereof changing the authorized number of directors or any provision
of this Article XIII may be adopted, amended, or repealed by the Board of
Directors. A Bylaw adopted by the shareholders may restrict or eliminate the
power of the Board of Directors to adopt, amend, or repeal any or all Bylaws.



                                       19