<PAGE>

                                                                    EXHIBIT 3.2










                                       BYLAWS


                                         OF


                                 DAVENPORT COMPANY









<PAGE>

                                       BYLAWS
                                         OF
                                 DAVENPORT COMPANY

                                 TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                          PAGE
<S>            <C>                                                        <C>
ARTICLE I
        STOCKHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1.1    Annual Meeting. . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1.2    Special Meetings. . . . . . . . . . . . . . . . . . . . . . . 1
Section 1.3    Notice of Meetings. . . . . . . . . . . . . . . . . . . . . . 1
Section 1.4    Quorum. . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.5    Organization. . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.6    Conduct of Business . . . . . . . . . . . . . . . . . . . . . 2
Section 1.7    Proxies and Voting. . . . . . . . . . . . . . . . . . . . . . 2
Section 1.8    Stock List. . . . . . . . . . . . . . . . . . . . . . . . . . 3

ARTICLE II
        BOARD OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 2.1    Number and Term of Office . . . . . . . . . . . . . . . . . . 3
Section 2.2    Vacancies . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 2.3    Regular Meetings. . . . . . . . . . . . . . . . . . . . . . . 4
Section 2.4    Special Meetings. . . . . . . . . . . . . . . . . . . . . . . 4
Section 2.5    Quorum. . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 2.6    Participation in Meetings by Conference Telephone . . . . . . 5
Section 2.7    Conduct of Business . . . . . . . . . . . . . . . . . . . . . 5
Section 2.8    Powers. . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 2.9    Compensation of Directors . . . . . . . . . . . . . . . . . . 6

ARTICLE III
        COMMITTEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 3.1    Committees of the Board of Directors. . . . . . . . . . . . . 6
Section 3.2    Conduct of Business . . . . . . . . . . . . . . . . . . . . . 6

ARTICLE IV
        OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 4.1    Generally . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 4.2    President . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 4.3    Vice Presidents . . . . . . . . . . . . . . . . . . . . . . . 7
Section 4.4    Treasurer . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 4.5    Secretary . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 4.6    Delegation of Authority . . . . . . . . . . . . . . . . . . . 8
Section 4.7    Removal . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 4.8    Action with Respect to Securities of Other Corporations . . . 8

                                       i

<PAGE>

ARTICLE V
        RIGHT OF INDEMNIFICATION OF DIRECTORS,
        OFFICERS AND OTHERS. . . . . . . . . . . . . . . . . . . . . . . .   8
Section 5.1    Right to Indemnification. . . . . . . . . . . . . . . . . .   8
Section 5.2    Right of Claimant to Bring Suit . . . . . . . . . . . . . .   9
Section 5.3    Non-Exclusivity of Rights . . . . . . . . . . . . . . . . . .10
Section 5.4    Insurance . . . . . . . . . . . . . . . . . . . . . . . . . .10

ARTICLE VI
        STOCK          . . . . . . . . . . . . . . . . . . . . . . . . . . .10
Section 6.1    Certificates of Stock . . . . . . . . . . . . . . . . . . . .10
Section 6.2    Transfers of Stock. . . . . . . . . . . . . . . . . . . . . .11
Section 6.3    Record Date . . . . . . . . . . . . . . . . . . . . . . . . .11
Section 6.4    Lost, Stolen or Destroyed Certificates. . . . . . . . . . . .11
Section 6.5    Regulations . . . . . . . . . . . . . . . . . . . . . . . . .11

ARTICLE VII
        NOTICES        . . . . . . . . . . . . . . . . . . . . . . . . . . .12
Section 7.1    Notices . . . . . . . . . . . . . . . . . . . . . . . . . . .12
Section 7.2    Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . .12

ARTICLE VIII
        MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . . .12
Section 8.1    Facsimile Signature . . . . . . . . . . . . . . . . . . . . .12
Section 8.2    Corporate Seal. . . . . . . . . . . . . . . . . . . . . . . .12
Section 8.3    Reliance Upon Books, Reports and Records. . . . . . . . . . .13
Section 8.4    Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . .13
Section 8.5    Time Periods. . . . . . . . . . . . . . . . . . . . . . . . .13

ARTICLE IX
        AMENDMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13
Section 9.1    Amendments. . . . . . . . . . . . . . . . . . . . . . . . . .13
</TABLE>

                                       ii

<PAGE>

                                       BYLAWS
                                         OF
                                 DAVENPORT COMPANY


                                     ARTICLE I
                                    STOCKHOLDERS

     Section 1.1    ANNUAL MEETING.  An annual meeting of the stockholders,
for the election of directors to succeed those whose terms expire and for the
transaction of such other business as may properly come before the meeting,
shall be held at such place, on such date and at such time as the Board of
Directors shall each year fix, which date shall be within thirteen months
subsequent to the later of the date of incorporation or the last annual
meeting of stockholders.

     Section 1.2    SPECIAL MEETINGS.  Special meetings of the stockholders,
for any purpose or purposes prescribed in the notice of the meeting, may be
called by the Board of Directors or the chief executive officer and shall be
held at such place, on such date, and at such time as they or he shall fix.

     Section 1.3    NOTICE OF MEETINGS.  Written notice of the place, date,
and time of all meetings of the stockholders shall be given, not less than
ten nor more than sixty days before the date on which the meeting is to be
held, to each stockholder entitled to vote at such meeting, except as
otherwise provided herein or required by law (meaning, here and hereinafter,
as required from time to time by the General Corporation Law of the State of
Delaware or the Certificate of Incorporation).

     When a meeting is adjourned to another place, date or time, written
notice need not be given of the adjourned meeting if the place, date, and
time thereof are announced at the meeting at which the adjournment is taken;
provided, however, that if the date of any adjourned meeting is more than
thirty days after the date for which the meeting was originally noticed, or
if a new record date is fixed for the adjourned meeting, written notice of
the place, date, and time of the adjourned meeting shall be given in
conformity herewith. At any adjourned meeting, any business may be transacted
which might have been transacted at the original meeting.

<PAGE>

     Section 1.4    QUORUM.  At any meeting of the stockholders, the holders
of a majority of all of the shares of the stock entitled to vote at the
meeting, present in person or by proxy, shall constitute a quorum for all
purposes, unless or except to the extent that the presence of a larger number
may be required by law.

     If a quorum shall fail to attend any meeting, the chairman of the
meeting or the holders of a majority of the shares of the stock entitled to
vote who are present, in person or by proxy, may adjourn the meeting to
another place, date, or time.

     If a notice of any adjourned special meeting of stockholders is sent to
all stockholders entitled to vote thereat, stating that it will be held with
those present constituting a quorum, then except as otherwise required by
law, those present at such adjourned meeting shall constitute a quorum, and
all matters shall be determined by a majority of the votes cast at such
meeting.

     Section 1.5    ORGANIZATION.  Such person as the Board of Directors may
have designated or, in the absence of such a person, the highest ranking
officer of the corporation who is present shall call to order any meeting of
the stockholders and act as chairman of the meeting. In the absence of the
Secretary of the corporation, the secretary of the meeting shall be such
person as the chairman appoints.

     Section 1.6    CONDUCT OF BUSINESS.  The chairman of any meeting of
stockholders shall determine the order of business and the procedure at the
meeting, including such regulation of the manner of voting and the conduct of
discussion as seem to him in order. Action may be taken by the shareholders
without a meeting, without prior notice, and without a vote if a consent 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.

     Section 1.7    PROXIES AND VOTING.  At any meeting of the stockholders,
every stockholder entitled to vote may vote in person or by proxy authorized
by an instrument in writing filed in accordance with the procedure
established for the meeting.

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     Each stockholder shall have one vote for every share of stock entitled
to vote which is registered in his name on the record date for the meeting,
except as otherwise provided herein or required by law.

     All voting, except on the election of directors and where otherwise
required by law, may be by a voice vote; provided, however, that upon demand
therefor by a stockholder entitled to vote or his proxy, a stock vote shall
be taken. Every stock vote shall be taken by ballots, each of which shall
state the name of the stockholder or proxy voting and such other information
as may be required under the procedure established for the meeting.

     All elections shall be determined by a plurality of the votes cast,
except as otherwise required by law, all other matters shall be determined by
a majority of the votes cast.

     Section 1.8    STOCK LIST.  A complete list of stockholders entitled to
vote at any meeting of stockholders, arranged in alphabetical order for each
class of stock and showing the address of each such stockholder, and the
number of shares registered in his name, shall be open to the examination of
any such 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 stock list shall also be kept at the place of the meeting during the
whole time thereof and shall be open to the examination of any such
stockholder who is present. This list shall presumptively determine the
identity of the stockholders entitled to vote at the meeting and the number
of shares held by each of them.

                                       3

<PAGE>

                                     ARTICLE II
                                 BOARD OF DIRECTORS

     Section 2.1    NUMBER AND TERM OF OFFICE.  The number of directors who
shall constitute the whole board shall be such number not less than one nor
more than nine as the Board of Directors at the time have designated. Each
director shall be elected for a term of one year and until his successor is
elected and qualified, except as otherwise provided herein or required by law.

     Whenever the authorized number of directors is increased between annual
meetings of the stockholders, a majority of the directors then in office
shall have the power to elect such new directors for the balance of a term
and until their successors are elected and qualified. Any decrease in the
authorized number of directors shall not become effective until the
expiration of the term of the directors then in office unless, at the time of
such decrease, there shall be vacancies on the board which are being
eliminated by the decrease.

     Section 2.2    VACANCIES. If the office of any director becomes vacant
by reason of death, resignation, disqualification, removal or other cause, a
majority of the directors remaining in office, although less than a quorum,
may elect a successor for the unexpired term and until his successor is
elected and qualified.

     Section 2.3    REGULAR MEETINGS. Regular meetings of the Board of
Directors shall be held at such. place or places, on such date or dates, or
at such time or times as shall have been established by the Board of
Directors and publicized among all directors. A notice of each regular
meeting shall not be required.

     Section 2.4    SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by one-third of the directors then in office or by
the chief executive officer and shall be held at such place, on such date,
and at such time as they or he shall fix. Notice of the place, date, and time
of each such special meeting shall be given each director by whom it is not
waived by mailing written notice not less than three days before the meeting
or by telegraphing the same

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<PAGE>

not less than eighteen hours before the meeting. Unless otherwise indicated
in the notice thereof, any and all business may be transacted at a special
meeting.

     Section 2.5    QUORUM. At any meeting of the Board of Directors,
one-third of the total number of the whole board, but not less than one,
shall constitute a quorum for all purposes. If a quorum shall fail to attend
any meeting, a majority of those present may adjourn the meeting to another
place, date, or time, without further notice or waiver thereof.

     Section 2.6    PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE.
Members of the Board of Directors, or of any committee thereof, may
participate in a meeting of such board or committee by means of conference
telephone or similar communications equipment that enables all persons
participating in the meeting. to hear each other. Such participation shall
constitute presence in person at such meeting.

     Section 2.7    CONDUCT OF BUSINESS. At any meeting of the Board of
Directors, business shall be transacted in such order and manner as the board
may from time to time determine, and all matters shall be determined by the
vote of a majority of the directors present, except as otherwise provided
herein or required by law. Action may be taken by the Board of Directors
without a meeting if all members thereof consent thereto in writing, and the
writing or writings are filed with the minutes of proceedings of the Board of
Directors.

     Section 2.8    POWERS. The Board of Directors may, except as otherwise
required by law, exercise all such powers and do all such acts and things as
may be exercised or done by the corporation, including, without limiting the
generality of the foregoing, the unqualified power:

     (1)  To declare dividends from time to time in accordance with law;

     (2)  To purchase or otherwise acquire any property, rights or privileges
on such terms as it shall determine.

     (3)  To authorize creation, making and issuance, in such form as it may
determine, of written obligations of every kind, negotiable or
non-negotiable, secured or unsecured, and to do all things necessary in
connection therewith;

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<PAGE>

     (4)  To remove any officer of the corporation with or without cause, and
from time to time to devolve the powers and duties of any officer upon any
other person for the time being;

     (5)  To confer upon any officer of the corporation the power to appoint,
remove and suspend subordinate officers and agents;

     (6)  To adopt from time to time such stock, option, stock purchase,
bonus or other compensation plans for directors, officers and agents of the
corporation and its subsidiaries as it may determine;

     (7)  To adopt from time to time such insurance, retirement or other
benefit plans for directors, officers and agents of the corporation and its
subsidiaries as it may determine; and

     (8)  To adopt from time to time regulations, not inconsistent with these
Bylaws, for the management of the corporation's business and affairs.

     Section 2.9    COMPENSATION OF DIRECTORS. Directors, as such, may
receive, pursuant to resolution of the Board of Directors, fees and other
compensation for their services as directors, including, without limitation,
their services as members of committees of the directors.

                                    ARTICLE III
                                     COMMITTEES

     Section 3.1    COMMITTEES OF THE BOARD OF DIRECTORS.  The Board of
Directors, by a vote of a majority of the whole board, may from time to time
designate committees of the board, with such lawfully delegable powers and
duties as it thereby confers, to serve at the pleasure of the board and
shall, for those committees and any others provided for herein, elect a
director or directors to serve as the member or members, designating, if it
desires, other directors as alternative members who may replace any absent or
disqualified member at any meeting of the committee. Any committee so
designated may exercise the power and authority of the Board of Directors to
declare a dividend or to authorize the issuance of stock if the resolution
which designates the committee or a supplemental resolution of the Board of
Directors shall so provide. In the absence or disqualification of any member
of any committee and any alternate member in

                                       6

<PAGE>

his place, the member or members of the committee present at the meeting and
not disqualified from voting, whether or not he or they constitute a quorum,
may by unanimous vote appoint another member of the Board of Directors to act
at the meeting in the place of the absent or disqualified member.

     Section 3.2    CONDUCT OF BUSINESS. Each committee may determine the
procedural rules for meeting and CONDUCTING ITS business and shall act in
accordance therewith, except as otherwise provided herein or required by law.
Adequate provision shall be made for notice to members of all meetings;
one-third of the members shall constitute a quorum unless the committee shall
consist of one or two members, in which event one member shall constitute a
quorum; and all matters shall be determined by a majority vote of the members
present. Action may be taken by any committee without a meeting if all
members thereof consent thereto in writing, and the writing or writings are
filed with the minutes of the proceedings of such committee.

                                     ARTICLE IV
                                      OFFICERS


     Section 4.1    GENERALLY. The officers of the corporation shall consist
of president, one or more vice presidents, a secretary, a treasurer and such
other subordinate officers as may from time to time be appointed by the Board
of Directors. Officers shall be elected by the Board of Directors, which
shall consider that subject at its first meeting after every annual meeting
of stockholders. Each officer shall hold his office until his successor is
elected and qualified or until his earlier resignation or removal. The
President shall be a member of the Board of Directors. Any number of offices
may be held by the same person.

     Section 4.2    PRESIDENT. The President shall be the chief executive
officer of the corporation. Subject to the provisions of these Bylaws and to
the direction of the Board of Directors, he shall have the responsibility for
the general management and control of the affairs and business of the
corporation and shall perform all duties and have all powers which are

                                       7

<PAGE>

commonly incident to the office of chief executive or which are delegated to
him by the Board of Directors.  He shall have power to sign all stock
certificates, contracts and other instruments of the corporation which are
authorized. He shall have general supervision and direction of all of the
other officers and agents of the corporation.

     Section 4.3    VICE PRESIDENTS. Each Vice President shall perform such
duties as the Board of Directors shall prescribe. In the absence or
disability of the President, the Vice President who has served in such
capacity for the longest time shall perform the duties and exercise the
powers of the President.

     Section 4.4    TREASURER.  The Treasurer shall have the custody of all
monies and securities of the corporation and shall keep regular books of
account. He shall make such disbursements of the funds of the corporation as
are proper and shall render from time to time an account of all such
transactions and of the final condition of the corporation.

     Section 4.5    SECRETARY. The Secretary shall issue all authorized
notices for, and shall keep minutes of, all meetings of the stockholders and
the Board of Directors. He shall have charge of the corporate books.

     Section 4.6    DELEGATION OF AUTHORITY. The Board of Directors may from
time to time delegate the powers or duties of any officer to any other
officers or agents, notwithstanding any provision hereof.

     Section 4.7    REMOVAL. Any officer of the corporation may be removed at
any time, with or without cause, by the Board of Directors.

     Section 4.8    ACTION WITH RESPECT TO SECURITIES OF OTHER CORPORATIONS.
Unless otherwise directed by the Board of Directors, the President shall have
power to vote and otherwise act on behalf of the corporation, in person or by
proxy, at any meeting of stockholders of or with respect to any action of
stockholders of any other corporation in which this corporation may hold
securities and otherwise to exercise any and all rights and powers which this
corporation may possess by reason of its ownership of securities in such
other corporation.

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<PAGE>

                                     ARTICLE V
           RIGHT OF INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS


     Section 5.1    RIGHT TO INDEMNIFICATION. Each person who was or is made
a party or is threatened to be made a party to or is involved in any action,
suit or proceeding, whether civil, criminal, administrative or investigative
("proceeding"), by reason of the fact that he or she or a person for whom he
or she is the legal representative is or was a director or officer, employee
or agent of the corporation or is or was serving at the request of the
corporation as a director or officer, employee or agent of another
corporation, or of a partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, whether the basis
of such proceeding is alleged action in an official capacity as a director,
officer, employee or agent or in any other capacity while serving as a
director, officer, employee or agent, shall be indemnified and held harmless
by the corporation to the fullest extent authorized by the Delaware General
Corporation Law, as the same exists or may hereafter be amended (but, in the
case of any such amendment only to the extent such amendment permits the
corporation to provide broader indemnification rights than said law permitted
the corporation to provide prior to such amendment) against all expenses,
liability and loss (including attorney's fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid or to be paid in settlement) reasonably
incurred or suffered by such person in connection therewith. Such right shall
be a contract right and shall include the right to be paid by the corporation
expenses incurred in defending any such proceeding in advance of its final
disposition; provided, however, that the payment of such expenses incurred by
a director or officer of the corporation in his or her capacity as a director
or officer (and not in any other capacity in which service was or is rendered
by such person while a director or officer, including, without limitation,
service to an employee benefit plan) in advance of the final disposition of
such proceeding, shall be made only upon deliery to the corporation of an
undertaking, by or on behalf of such director or officer, to repay all
amounts so advanced if it should be determined ultimately that such director
or officer is not entitled to be indemnified under this section or otherwise.

                                       9

<PAGE>

     Section 5.2    RIGHT OF CLAIMANT TO BRING SUIT.  If a claim under
Section 5.1 is not paid in full by the corporation within 60 days after a
written claim has been received by the corporation, the claimant may at any
time thereafter bring suit against the corporation to recover the unpaid
amount of the claim, and if successful in whole or in part, the claimant
shall be entitled to be paid also the expense of prosecuting such claim. It
shall be a defense to any such action (other than an action brought to
enforce a claim for expenses incurred in defending any proceeding in advance
of its final disposition where the required undertaking has been tendered to
the corporation) that the claimant has not met the standards of conduct which
make it permissible under the Delaware General Corporation Law for the
corporation to indemnify the claimant for the amount claimed, but the burden
of proving such defense shall be on the corporation. Neither the failure of
the corporation (including its Board of Directors, independent legal counsel,
or its stockholders) to have made a determination prior to the commencement
of such action that indemnification of the claimant is proper in the
circumstances because he or she has met the applicable standard of conduct
set forth in the Delaware General Corporation Law, nor an actual
determination by the corporation (including its Board of Directors,
independent legal counsel, or its stockholders) that the claimant had not met
such applicable standard of conduct, shall be a defense to the action or
create a presumption that claimant had not met the applicable standard of
conduct.

     Section 5.3    NON-EXCLUSIVITY OF RIGHTS. The rights conferred by
Sections 5. 1 and 5. 2 shall not be exclusive of any other right which such
person may have or hereafter acquire under any statute, provision of the
Certificate of Incorporation, bylaw, agreement, vote of stockholders or
disinterested directors or otherwise.

     Section 5.4    INSURANCE. The corporation may maintain insurance, at its
expense, to protect itself and any such director, officer, employee or agent
of the corporation or another corporation, partnership, joint venture, trust
or other enterprise against any such expense, liability or loss, whether or
not the corporation would have the power to indemnify such person against
such expense, liability or loss under the Delaware General Corporation Law.

                                       10

<PAGE>

                                     ARTICLE VI
                                       STOCK


     Section 6.1    CERTIFICATES OF STOCK. Each stockholder shall be entitled
to a certificate signed by, or in the name of the corporation by, the
President or a vice president, and by the secretary or an assistant
secretary, or the treasurer or an assistant treasurer, certifying the number
of shares owned by hi m. Any of or all the signatures on the certificate may
be facsimile.

     Section 6.2    TRANSFERS OF STOCK. Transfers of stock shall be made only
upon the transfer books of the corporation kept at an office of the
corporation or by transfer agents designated to transfer shares of the stock
of the corporation. Except where a certificate is issued in accordance with
Section 6. 4 of Article VI of these Bylaws, an outstanding certificate for
the number of shares involved shall be surrendered for cancellation before a
new certificate is issued therefor.

     Section 6.3    RECORD DATE. The Board of Directors may fix a record
date, which shall not be more. than 60 nor less than 10 days before the date
of any meeting of stockholders, nor more than 60 days prior to the time for
the other action hereinafter described, as of which there shall be determined
the stockholders who are entitled: to notice of or to vote at any meeting of
stockholders or any adjournment thereof; to express consent to corporate
action in writing without a meeting; to receive payment of any dividend or
other distribution or allotment of any rights; or to exercise any rights with
respect to any change, conversion or exchange of stock or with respect to any
other lawful action.

     Section 6.4    LOST, STOLEN OR DESTROYED CERTIFICATES. In the event of
the loss, theft or destruction of any certificate of stock, another may be
issued in its place pursuant to such regulations as the Board of Directors
may establish concerning proof of such loss, theft or destruction and
concerning the giving of a satisfactory bond or bonds of indemnity.

     Section 6.5    REGULATIONS.  The issue, transfer, conversion and
registration of certificates of stock shall be governed by such other
regulations as the Board of Directors may establish.

                                       11

<PAGE>

                                    ARTICLE VII
                                      NOTICES


     Section 7.1    NOTICES. Whenever notice is required to be given to any
stockholder, director, officer, or agent, such requirement shall not be
construed to mean personal notice. Such notice may in every instance be
effectively given by deposing a writing in post office or letter box, in a
postpaid, sealed wrapper, or by dispatching a prepaid telegram, addressed to
such stockholder, director, officer, or agent at his or her address as the
same appears on the books of the corporation. The time when such notice is
dispatched shall be the time of the giving of the notice.

     Section 7.2    WAIVERS.  A written waiver of any notice, signed by a
stockholder, director, officer, or agent, whether before or a ter the time of
the event for which notice is to be given, shall be deemed equivalent to the
notice required to be given to such stockholder, director, officer, or agent.
Neither the business nor the purpose of any meeting need be specified in such
a waiver.


                                    ARTICLE VIII
                                   MISCELLANEOUS


     Section 8.1    FACSIMILE SIGNATURE.  In addition to the provisions for
the use of facsimile signatures elsewhere specifically authorized by these
Bylaws, facsimile signatures of any officer or officers of the corporation
may be used whenever and as authorized by the Board of Directors or a
committee thereof.

     Section 8.2    CORPORATE SEAL.  The Board of Directors may provide a
suitable seal, containing the name of the corporation, which seal shall be in
the custody of the secretary. If and when so directed by the Board of
Directors or a committee thereof, duplicates of the seal may be kept and used
by the treasurer or by the assistant secretary or assistant treasurer.

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<PAGE>

     Section 8.3    RELIANCE UPON BOOKS, REPORTS AND RECORDS.  Each director,
each member of any committee designated by the Board of Directors, and each
officer of the corporation shall, in the performance of his duties, be fully
protected in relying in good faith upon the books of account or other records
of the corporation, including reports made to the corporation by any of its
officers, by an independent certified public accountant, or by an appraiser
selected with reasonable care.

     Section 8.4    FISCAL YEAR. The fiscal year of the corporation shall be
as fixed by the Board of Directors.

     Section 8.5    TIME PERIODS. In applying any provision of these Bylaws
which requires that an act be done or not done a specified number of days
prior to an event or that an act be done during a period of a specified
number of days prior to an event calendar days shall be used, the day of the
doing of the act shall be excluded, and the day of the event shall be
included.


                                     ARTICLE IX
                                     AMENDMENT


     Section 9.1    AMENDMENTS.  These Bylaws may be amended or repealed by
the Board of Directors at any meeting or by the stockholders at any meeting.

    Adopted this 3rd day of June, 1988.

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