<PAGE>

                                                                     Exhibit 3.2

                                    BY-LAWS

                                      OF

                             NOVAMED EYECARE, INC.
                (Amended and restated as of February 15, 2001)


                                   ARTICLE I
                                   ---------

                                    OFFICES
                                    -------

     Section 1.1.  Registered Office.  The registered office of NovaMed Eyecare,
Inc. (the "Corporation") shall be in the City of Wilmington, County of New
Castle, State of Delaware.

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


                                  ARTICLE II
                                  ----------

                           MEETINGS OF STOCKHOLDERS
                           ------------------------

     Section 2.1.  Place of Meeting.  All meetings of the stockholders for the
election of directors shall be held at such place either within or without the
State of Delaware as shall be designated from time to time by the Board of
Directors and stated in the notice of the meeting.  Meetings of stockholders for
any other purpose may be held at such time and place, within or without the
State of Delaware, as shall be stated by the Chairman of the Board, President or
Chief Executive Officer in his, or the Board of Directors in its, notice of the
meeting or in a duly executed waiver of notice thereof.

     Section 2.2.  Time of Annual Meeting.  Annual meetings of stockholders
shall be held on the fourth Thursday of May of each year, if not a legal
holiday, and if a legal holiday, then on the next secular day following, at
10:00 A.M., or at such other date and time as shall be designated from time to
time by the Board of Directors and stated in the notice of the meeting, at which
stockholders shall elect directors to hold office for the term provided in
Article III, Section 3.2 of these By-laws and conduct such other business as
shall be considered.
<PAGE>

     Section 2.3.  Notice of Annual Meetings.  Except as otherwise required by
law, written notice of the annual meeting stating the place, date and hour of
the meeting shall be given to each stockholder entitled to vote at such meeting
not fewer than ten (10) nor more than sixty (60) days before the date of the
meeting.

     Section 2.4.  Annual Meeting.  Nominations of persons for election to the
Board of Directors and the proposal of business to be transacted by the
stockholders at an annual meeting of stockholders may be made (i) pursuant to
the Corporation's notice with respect to such meeting, (ii) by, or at the
direction of, the Board of Directors or (iii) by any stockholder of record of
the Corporation who was a stockholder of record at the time of the giving of the
notice provided for in the following paragraph, who is entitled to vote at the
meeting and who has complied with the notice procedures set forth in this
Article II, Section 2.4.

     For nominations or other business to be properly brought before an annual
meeting by a stockholder pursuant to clause (iii) of the foregoing paragraph,
(a) the stockholder must have given timely notice thereof in writing to the
Secretary of the Corporation at the principal executive offices of the
Corporation, (b) such business must be a proper matter for stockholder action
under the General Corporation Law of the State of Delaware, (c) if the
stockholder, or the beneficial owner on whose behalf any such proposal or
nomination is made, has provided the Corporation with a Solicitation Notice, as
that term is defined in this Article II, Section 2.4, such stockholder or
beneficial owner must, in the case of a proposal, have delivered a proxy
statement and form of proxy to holders of at least the percentage of the
Corporation's voting shares required under applicable law to carry any such
proposal, or, in the case of a nomination or nominations, have delivered a proxy
statement and form of proxy to holders of a percentage of the Corporation's
voting shares reasonably believed by such stockholder or beneficial holder to be
sufficient to elect the nominee or nominees proposed to be nominated by such
stockholder (the number of voting shares required to carry the proposal or elect
the nominees being the "Required Number"), and must, in either case, have
included in such materials the Solicitation Notice and (d) if no Solicitation
Notice relating thereto has been timely provided pursuant to this Article II,
Section 2.4, the stockholder or beneficial owner proposing such business or
nomination must not have solicited proxies for a number of shares equal to or
greater than the Required Number.  To be timely, a stockholder's notice shall be
delivered to the Secretary of the Corporation at the principal executive offices
of the Corporation not less than forty-five (45) or more than seventy-five (75)
days prior to the first anniversary (the "Anniversary") of the date on which the
Corporation first mailed its proxy materials for the preceding year's annual
meeting of stockholders; provided, however, that if the date of the annual
meeting is advanced more than thirty (30) days prior to, or delayed by more than
thirty (30) days after, the anniversary of the preceding year's annual  meeting,
notice by the stockholder to be timely must be so delivered not later than the
close of business on the later of (i) the 90th day prior to such annual meeting
or (ii) the 10th day following the day on which public announcement of the date
of such annual meeting is first made.  Such stockholder's notice shall set forth
(a) as to each person whom the stockholder proposes to nominate for election or
reelection as a director, all information relating to such person as would be
required to be disclosed in solicitations of proxies for the election of such
nominees as directors pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and such person's written consent
to serve as a director if elected;

                                      -2-
<PAGE>

(b) as to any other business that the stockholder proposes to bring before the
meeting, a brief description of such business, the reasons for conducting such
business at the meeting and any material interest in such business of such
stockholder and the beneficial owner, if any, on whose behalf the proposal is
made; and (c) as to the stockholder giving the notice and the beneficial owner,
if any, on whose behalf the nomination or proposal is made (i) the name and
address of such stockholder, as they appear on the Corporation's books, and of
such beneficial owner, (ii) the class and number of shares of the Corporation
that are owned beneficially and of record by such stockholder and such
beneficial owner, and (iii) whether either such stockholder or beneficial owner
intends to deliver a proxy statement and form of proxy to holders of, in the
case of a proposal, at least the percentage of the Corporation's voting shares
required under applicable law to carry the proposal or, in the case of a
nomination or nominations, a sufficient number of holders of the Corporation's
voting shares to elect such nominee or nominees (an affirmative statement of
such intent, a "Solicitation Notice").

     Notwithstanding anything in the second sentence of the second paragraph of
this Article II, Section 2.4 to the contrary, in the event that the number of
directors to be elected to the Board of Directors is increased and there is no
public announcement naming all of the nominees for director or specifying the
size of the increased Board of Directors made by the Corporation at least fifty-
five (55) days prior to the Anniversary, a stockholder's notice required by
these By-laws shall also be considered timely, but only with respect to nominees
for any new positions created by such increase, if it shall be delivered to the
Secretary of the Corporation at the principal executive offices of the
Corporation not later than the close of business on the 10th day following the
day on which such public announcement is first made by the Corporation.

     Only persons nominated in accordance with the procedures set forth in this
Article II, Section 2.4  shall be eligible to serve as directors, and only such
business shall be conducted at an annual meeting of stockholders as shall have
been brought before the meeting in accordance with the procedures set forth in
this Article II, Section 2.4.  The chair of the meeting shall have the power and
the duty to determine whether a nomination or any business proposed to be
brought before the meeting has been made in accordance with the procedures set
forth in these By-laws and, if any proposed nomination or business is not in
compliance with these By-laws, to declare that such defective proposed business
or nomination shall not be presented for stockholder action at the meeting and
shall be disregarded.

     For purposes of these By-laws, "public announcement" shall mean disclosure
in a press release reported by the Dow Jones News Service, Associated Press or a
comparable national news service or in a document publicly filed by the
corporation with the Securities and Exchange Commission pursuant to Section 13,
14 or 15(d) of the Exchange Act.

     Section 2.5.  Special Meeting.  Only such business shall be conducted at a
special meeting of stockholders as shall have been brought before the meeting
pursuant to the Corporation's notice of meeting.  Nominations of persons for
election to the Board of Directors may be made at a special meeting of
stockholders at which directors are to be elected pursuant to the Corporation's
notice of meeting (i) by or at the direction of the Board of Directors or (ii)
by any stockholder of record of the Corporation who is a stockholder of record
at the time of giving notice provided for

                                      -3-
<PAGE>

in this paragraph, who shall be entitled to vote at the meeting and who complies
with the notice procedures set forth in Article II, Section 2.4. Nominations by
stockholders of persons for election to the Board of Directors may be made at
such a special meeting of stockholders if the stockholder's notice required by
the second paragraph of Article II, Section 2.4 shall be delivered to the
Secretary of the Corporation at the principal executive offices of the
Corporation not later than the close of business on the later of the 90th day
prior to such special meeting or the 10th day following the day on which public
announcement is first made of the date of the special meeting and of the
nominees proposed by the Board of Directors to be elected at such meeting.

     Notwithstanding the foregoing provisions of Article II, Sections 2.4 and
2.5, a stockholder shall also comply with all applicable requirements of the
Exchange Act and the rules and regulations thereunder with respect to matters
set forth in Article II, Sections 2.4 and 2.5.  Nothing in Article II, Sections
2.4 and 2.5 shall be deemed to affect any rights of stockholders to request
inclusion of proposals in the Corporation's proxy statement pursuant to Rule
14a-8 under the Exchange Act.

     Section 2.6.  Special Meetings of the Stockholders.  Special meetings of
the stockholders of the Corporation may be called only by (i) the Chairman of
the Board, (ii) the President, (iii) the Chief Executive Officer or (iv) the
Board of Directors pursuant to a resolution approved by a majority of the Board
of Directors.  The business transacted at any special meeting of the
stockholders shall be limited to the purposes stated in the notice for the
meeting transmitted to stockholders.

     Section 2.7.  Notice of Special Meetings.  Written notice of a special
meeting stating the place, date and hour of the meeting and the purpose or
purposes for which the meeting is called, shall be given by the Secretary of the
Corporation, not fewer than ten (10) nor more than sixty (60) days before the
date of the meeting, to each stockholder entitled to vote at such meeting.

     Section 2.8.  Fixing of Record Date.  In order that the Corporation may
determine the stockholders entitled to notice of, or to vote at, any meeting of
stockholders or any adjournment thereof, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of Directors may fix a
record date, which shall not precede the date upon which the resolution fixing
the record date is adopted and which shall be (i) not more than sixty (60) nor
less than ten (10) days before the date of a meeting, and (ii) not more than
sixty (60) days prior to any other action.  A determination of stockholders of
record entitled to notice of, or to vote at, a meeting of stockholders shall
apply to any adjournment of the meeting; provided, however, that the Board of
Directors may fix a new record date for any adjourned meeting.

     Section 2.9.  Voting Lists.  The officer who has charge of the stock ledger
of the Corporation shall prepare and make, at least ten (10) days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose

                                      -4-
<PAGE>

germane to the meeting, during ordinary business hours, for a period of at least
ten (10) days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof and may be inspected by any stockholder who is
present.

     Section 2.10.  Quorum and Adjournments.  The holders of a majority of the
voting power of the stock issued and outstanding and entitled to vote thereat,
present in person or represented by proxy, shall constitute a quorum at all
meetings of the stockholders for the transaction of business, except as
otherwise provided by statute or by the Corporation's Certificate of
Incorporation.  If, however, such quorum shall not be present or represented at
any such meeting of the stockholders, the holders of a majority of the voting
power of the stock entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented; provided that if the adjournment is for more than thirty (30) days,
or if after the adjournment a new record date is fixed by the directors for the
adjourned meeting, a new notice shall be transmitted to the stockholders of
record entitled to vote at the adjourned meeting.  At such adjourned meeting at
which a quorum shall be present or represented, any business may be transacted
which might have been transacted at the meeting as originally notified.

     Section 2.11.  Vote Required.  When a quorum is present at any meeting of
stockholders, the affirmative vote of the holders of a majority of the voting
power of the stock issued and outstanding and entitled to vote thereat, present
in person or represented by proxy, shall decide any question brought before such
meeting, unless the question is one upon which, by express provision of statute
or of the Corporation's Certificate of Incorporation, a different vote is
required, in which case such express provision shall govern and control the
decision of such question; provided, however, all elections of directors shall
be determined by a plurality of the votes cast.

     Section 2.12.  Voting Rights.  Unless otherwise provided in the
Corporation's Certificate of Incorporation, each stockholder having voting power
shall at every meeting of the stockholders be entitled to one (1) vote in person
or by proxy for each share of the capital stock having voting power held by such
stockholder, but no proxy shall be voted on after three (3) years from its date,
unless the proxy provides for a longer period.  At any meeting of the
stockholders, every stockholder entitled to vote may vote in person or by proxy
authorized by an instrument in writing or by a transmission permitted by law
filed in accordance with the procedure established for the meeting.  Any copy,
facsimile telecommunication or other reliable reproduction of the writing or
transmission created pursuant to this paragraph may be substituted or used in
lieu of the original writing or transmission for any and all purposes for which
the original writing or transmission could be used; provided that such copy,
facsimile telecommunication or other reproduction shall be a complete
reproduction of the entire original writing or transmission.  All voting,
including on the election of directors, may (except where otherwise required by
law) be by a voice vote; provided, however, that upon demand therefor by a
stockholder entitled to vote or by his or her 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

                                      -5-
<PAGE>

under the procedure established for the meeting. The Corporation may, and to the
extent required by law shall, in advance of any meeting of stockholders, appoint
one or more inspectors to act at the meeting and make a written report thereof.
The Corporation may designate one or more persons as alternate inspectors to
replace any inspector who fails to act. If no inspector or alternate is able to
act at a meeting of stockholders, the person presiding at the meeting may, and
to the extent required by law shall, appoint one or more inspectors to act at
the meeting. Each inspector, before entering upon the discharge of his or her
duties, shall take and sign an oath to faithfully execute the duties of
inspector with strict impartiality and according to the best of his or her
ability. Every vote taken by ballots shall be counted by an inspector or
inspectors appointed by the chairman of the meeting.

     Section 2.13.  Presiding Over Meetings.  The Chairman of the Board of
Directors shall preside at all meetings of the stockholders.  In the absence or
inability to act of the Chairman, the Vice Chairman, the President or a Vice
President (in that order) shall preside, and in their absence or inability to
act another person designated by one of them shall preside.  The Secretary of
the Corporation shall act as secretary of each meeting of the stockholders.  In
the event of his or her absence or inability to act, the chairman of the meeting
shall appoint a person who need not be a stockholder to act as secretary of the
meeting.

     Section 2.14.  Conducting Meetings.  Meetings of the stockholders shall be
conducted in a fair manner but need not be governed by any prescribed rules of
order.  The presiding officer of the meeting shall establish an agenda for the
meeting.  The presiding officer's rulings on procedural matters shall be final.
The presiding officer is authorized to impose reasonable time limits on the
remarks of individual stockholders and may take such steps as such officer may
deem necessary or appropriate to assure that the business of the meeting is
conducted in a fair and orderly manner.

     Section 2.15.  Informal Action.  Prior to the completion of the
Corporation's initial public offering of its equity securities registered under
the Securities Act of 1933, as amended (a "Public Offering"), any action
required or permitted to be taken at any meeting of the stockholders may be
taken without a meeting as provided in Article VI, A. of the Corporation's
Certificate of Incorporation.  Upon completion of an initial Public Offering by
the Corporation, this Section 2.15 shall be of no further force and effect.

                                  ARTICLE III
                                  -----------

                                   DIRECTORS
                                   ---------

     Section 3.1.  General Powers.  The business and affairs of the Corporation
shall be under the direction of, and managed by, a board comprised of directors,
which may exercise all such powers of the Corporation and do all such lawful
acts and things as are not required by statute, by the Corporation's Certificate
of Incorporation or by these By-laws to be done by the stockholders.  Directors
need not be residents of the State of Delaware or stockholders of the
Corporation.  The number of directors shall be determined in the manner provided
in the Corporation's Certificate of Incorporation.

                                      -6-
<PAGE>

     Section 3.2.  Election.  Directors shall be elected by class for three (3)
year or other terms as specified in the Corporation's Certificate of
Incorporation, and each director elected shall hold office during the term for
which he or she is elected and until his or her successor is elected and
qualified, subject, however, to his or her prior death, resignation, retirement
or removal from office.

     Section 3.3.  Removal.  Directors may only be removed as provided in the
Corporation's Certificate of Incorporation.

     Section 3.4.  Vacancies.  Any vacancies occurring in the Board of Directors
and newly created directorships shall be filled in the manner provided in the
Corporation's Certificate of Incorporation.

     Section 3.5.  Place of Meetings.  The Board of Directors of the Corporation
may hold meetings, both regular and special, either within or without the State
of Delaware.  The first meeting of each newly elected Board of Directors shall
be held immediately following the adjournment of the annual meeting of the
stockholders at the same place as such annual meeting and no notice of such
meeting shall be necessary to the newly elected directors in order to legally
constitute the meeting, provided a quorum shall be present.  In the event such
meeting is not held at such time and place, the meeting may be held at such time
and place as shall be specified in a notice given as hereinafter provided for
special meetings of the Board of Directors, or as shall be specified in a
written waiver signed by all of the directors.

     Section 3.6.  Participation by Conference Telephone.  Unless otherwise
restricted by the Corporation's Certificate of Incorporation or these By-laws,
members of the Board of Directors, or any committee designated by the Board of
Directors, may participate in a meeting of the Board of Directors, or committee,
by means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and
participation by such means shall constitute presence in person at such meeting.

     Section 3.7.  Regular Meetings.  Regular meetings of the Board of Directors
may be held, without notice, at such time and at such place as shall from time
to time be determined by the Board of Directors.

     Section 3.8.  Special Meetings.  Special meetings of the Board of Directors
may be called by the Chairman of the Board, the Chief Executive Officer or the
President on at least one day's notice to each director, either personally, or
by courier, telephone, facsimile, e-mail or mail.  Special meetings shall be
called by the Chairman, the Chief Executive Officer or the President in like
manner and on like notice at the written request of two or more of the directors
comprising the Board of Directors stating the purpose or purposes for which such
meeting is requested.  Notice of any meeting of the Board of Directors for which
a notice is required may be waived in writing signed by the person or persons
entitled to such notice, whether before or after the time of such meeting, and
such waiver shall be equivalent to the giving of such notice.  Attendance of a
director at any such meeting shall constitute a waiver of notice thereof, except
where a director attends a meeting for the express purpose of objecting to the
transaction of any business because

                                      -7-
<PAGE>

such meeting is not lawfully convened. Neither the business to be transacted at,
nor the purpose of, any meeting of the Board of Directors for which a notice is
required need be specified in the notice, or waiver of notice, of such meeting.
The Chairman shall preside at all meetings of the Board of Directors. In the
absence or inability to act of the Chairman, then the Vice Chairman (if one
shall have been chosen by the Board), the Chief Executive Officer, the President
or the Chief Financial Officer (in that order) shall preside, and in their
absence or inability to act, another director designated by one of them shall
preside.

     Section 3.9.  Quorum; No Action on Certain Matters.  At all meetings of the
Board of Directors, a majority of the then duly elected directors shall
constitute a quorum for the transaction of business, and the act of a majority
of the directors present at any meeting at which there is a quorum shall be the
act of the Board of Directors, except as may be otherwise specifically provided
by statute or by the Corporation's Certificate of Incorporation.  If a quorum
shall not be present at any meeting of the Board of Directors, the directors
present thereat may adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum shall be present.

     Section 3.10.  Resignations.  Any director of the Corporation may resign at
any time by giving written notice to the Board of Directors, the Chairman or the
President.  Such resignation shall take effect at the time specified therein
and, unless tendered to take effect upon acceptance thereof, the acceptance of
such resignation shall not be necessary to make it effective.

     Section 3.11.  Informal Action.  Unless otherwise restricted by the
Corporation's Certificate of Incorporation or these By-laws, any action required
or permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof, may be taken without a meeting if all members of the Board of
Directors or committee, as the case may be, consent thereto in writing or by
electronic transmission, and the writing or writings or electronic transmission
or transmissions are filed with the minutes of proceedings of the Board of
Directors or committee. Such filings shall be in paper form if the minutes are
maintained in paper form and in electronic form if the minutes are maintained in
electronic form.

     Section 3.12.  Presumption of Assent.  A director of the Corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be conclusively presumed to have assented to the action
taken unless his or her dissent shall be entered in the minutes of the meeting
or unless he or she shall file his or her written dissent to such action with
the person acting as the secretary of the meeting before the adjournment thereof
or shall forward such dissent by registered mail to the secretary of the
Corporation immediately after the adjournment of the meeting.  Such right to
dissent shall not apply to a director who voted in favor of such action.

     Section 3.13.  Compensation of Directors.  In the discretion of the Board
of Directors, the directors may be paid their expenses, if any, of attendance at
each meeting of the Board of Directors or a committee thereof, may be paid a
stated salary or a fixed sum for attendance at each meeting of the Board of
Directors or a committee thereof and may be awarded other compensation for their
service as directors.  No such payment or award shall preclude any director from
serving

                                      -8-
<PAGE>

the Corporation in any other capacity and receiving compensation therefor.
Members of special or standing committees may be allowed like compensation for
attending committee meetings.

                                  ARTICLE IV
                                  ----------

                            COMMITTEES OF DIRECTORS
                            -----------------------

     Section 4.1.  Appointment and Powers.  The Board of Directors may designate
one or more committees, each committee to consist of one or more of the
directors of the Corporation.  The Board of Directors may designate one or more
directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee.  In the absence or
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not such
member or members constitute a quorum, may unanimously appoint another member of
the Board of Directors to act at the meeting in the place of any such absent or
disqualified member.  Any such committee, to the extent provided in the
resolution of the Board of Directors, shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business and
affairs of the Corporation; but no such committee shall have the power or
authority in reference to the following matters: (a) approving or adopting, or
recommending to the stockholders, any action or matter expressly required by the
Delaware General Corporation Law to be submitted to stockholders for approval or
(b) adopting, amending or repealing any of the By-laws.

     Section 4.2.  Committee Minutes.  Each committee shall keep regular minutes
of its meetings and shall file such minutes and all written consents executed by
its members with the Secretary of the Corporation.  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; a
majority 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 V
                                   ---------

                                    NOTICES
                                    -------

     Section 5.1.  Manner of Notice.  Whenever, under applicable law or the
Corporation's Certificate of Incorporation or these By-laws, notice is required
to be given to any director or stockholder, unless otherwise provided in the
Corporation's Certificate of Incorporation or these By-laws, such notice may be
given in writing, by courier or mail, addressed to such director or stockholder,
at such director's or stockholder's address as it appears on the records of the
Corporation, with freight or postage thereon prepaid, and such notice shall be
deemed to be given at the time when the same shall have been deposited with such
courier or in the United States

                                      -9-
<PAGE>

mail. Notice may be given orally if such notice is confirmed in writing in a
manner provided therein. Notice to directors may also be given by facsimile or
e-mail.

     Section 5.2.  Waiver.  Whenever any notice is required to be given under
applicable law or the provisions of the Corporation's Certificate of
Incorporation or these By-laws, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.


                                  ARTICLE VI
                                  ----------

                                   OFFICERS
                                   --------

     Section 6.1.  Number and Qualifications.  The officers of the Corporation
shall be chosen by the Board of Directors and shall be a Chairman of the Board,
a Chief Executive Officer, a President, a Chief Financial Officer, one or more
Vice Presidents and a Secretary.  The Board of Directors may also choose a Vice
Chairman for the Board, a Treasurer, one or more Assistant Secretaries and
Assistant Treasurers and such additional officers as the Board of Directors may
deem necessary or appropriate from time to time.  Membership on the Board of
Directors shall not be a prerequisite to the holding of any other office.  Any
number of offices may be held by the same person, unless the Corporation's
Certificate of Incorporation or these By-laws otherwise provide.

     Section 6.2.  Election.  The Board of Directors at its first meeting after
each annual meeting of stockholders shall elect a Chairman of the Board, a Chief
Executive Officer, a President, a Chief Financial Officer, one or more Vice
Presidents (including, at the discretion of the Board of Directors, an Executive
Vice President) and a Secretary, and may choose a Vice Chairman of the Board, a
Treasurer, one or more Assistant Secretaries and Assistant Treasurers and such
other officers as the Board of Directors shall deem desirable.

     Section 6.3.  Other Officers and Agents'.  The Board of Directors may
choose such other officers and agents as it shall deem necessary, which officers
and agents shall hold their offices for such terms and shall exercise such
powers and perform such duties as shall be determined from time to time by the
Board of Directors.

     Section 6.4.  Salaries.  The salaries or other compensation of the officers
and agents of the Corporation shall be fixed from time to time by the Board of
Directors, and no officer shall be prevented from receiving such salary or other
compensation by reason of the fact that such officer is also a director of the
Corporation.

     Section 6.5.  Term of Office.  The officers of the Corporation shall hold
office until their successors are chosen and qualified or until their earlier
resignation or removal.  Any officer elected or appointed by the Board of
Directors may be removed at any time, either with or without cause, by the
affirmative vote of a majority of the directors then in office at any meeting of
the Board of Directors.  If a vacancy shall exist in the office of the
Corporation, the Board of

                                      -10-
<PAGE>

Directors may elect any person to fill such vacancy, such person to hold office
as provided in Article VI, Section 6.1.

     Section 6.6.  The Chairman of the Board.  The Chairman of the Board shall
preside at all meetings of the stockholders and of the Board of Directors and
shall see that orders and resolutions of the Board of Directors are carried into
effect.  The Chairman of the Board shall perform such duties as may be assigned
to him by the Board of Directors.

     Section 6.7.  The Chief Executive Officer.  The Chief Executive Officer
shall be the principal executive officer of the Corporation and shall, in
general, supervise and control all of the business and affairs of the
Corporation, unless otherwise provided by the Board of Directors.  In the
absence of the Chairman of the Board, the Chief Executive Officer shall preside
at all meetings of the stockholders and of the Board of Directors and shall see
that orders and resolutions of the Board of Directors are carried into effect.
The Chief Executive Officer may sign bonds, mortgages, certificates for shares
and all other contracts and documents, except in cases where the signing and
execution thereof shall be expressly delegated by law, by the Board of Directors
or by these By-laws to some other officer or agent of the Corporation.  The
Chief Executive Officer shall have general powers of supervision and shall be
the final arbiter of all differences between officers of the Corporation, and
the Chief Executive Officer's decision as to any matter affecting the
Corporation shall be final and binding as between the officers of the
Corporation, subject only to its Board of Directors.

     Section 6.8.  The President.  Unless another party has been designated as
Chief Operating Officer, the President shall be the Chief Operating Officer of
the Corporation responsible for the day-to-day active management of the business
of the Corporation, under the general supervision of the Chief Executive
Officer.  In the absence of the Chief Executive Officer, the President shall
perform the duties of the Chief Executive Officer, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the Chief
Executive Officer.  The President shall have concurrent power with the Chief
Executive Officer to sign bonds, mortgages, certificates for shares and other
contracts and documents, except in cases where the signing and execution thereof
shall be expressly delegated by law, by the Board of Directors or by these By-
laws to some other officer or agent of the Corporation.  In general, the
President shall perform all duties incident to the office of the President and
such other duties as the Chief Executive Officer or the Board of Directors may
from time to time prescribe.

     Section 6.9.  The Chief Financial Officer.  The Chief Financial Officer
shall be the principal financial and accounting officer of the Corporation.  The
Chief Financial Officer shall: (a) have charge of and be responsible for the
maintenance of adequate books of account for the Corporation; (b) have charge
and custody of all funds and securities of the Corporation, and be responsible
therefor and for the receipt and disbursement thereof; and (c) perform all the
duties incident to the office of the Chief Financial Officer and such other
duties as from time to time may be assigned to him by the President or by the
Board of Directors.

     Section 6.10.  The Vice Presidents.  In the absence of the President or in
the event of the President's inability or refusal to act, the Vice Presidents
(in the order designated, or in the

                                      -11-
<PAGE>

absence of any designation, in the order of the Executive Vice President, if
any, and then the other Vice Presidents in the order of their election) shall
perform the duties of the President, and when so acting, shall have all the
powers of, and be subject to all the restrictions upon, the President. The Vice
Presidents shall perform such other duties and have such other powers as the
Chief Executive Officer or the Board of Directors may from time to time
prescribe.

     Section 6.11.  The Secretary.  The Secretary shall attend all meetings of
the Board of Directors and all meetings of the stockholders and record all the
proceedings of the meetings of the Corporation and of the Board of Directors in
a book to be kept for that purpose and shall perform like duties for the
standing committees when required.  The Secretary shall give, or cause to be
given notice of all meetings of the stockholders and special meetings of the
Board of Directors and shall perform such other duties as may be prescribed by
the Board of Directors or the Chief Executive Officer, under whose supervision
the Secretary shall be.  The Secretary or an Assistant Secretary shall have
authority to attest, by signature, to any instrument requiring such attestation.

     Section 6.12.  The Treasurer.  In the absence of the Chief Financial
Officer or in the event of the Chief Financial Officer's inability or refusal to
act, the Treasurer shall perform the duties of the Chief Financial Officer, and
when so acting, shall have all the powers of and be subject to all the
restrictions upon the Chief Financial Officer.  The Treasurer shall perform such
other duties and have such other powers as the Chief Executive Officer or the
Board of Directors may from time to time prescribe.

     Section 6.13.  The Assistant Secretary.  The Assistant Secretary, or if
there be more than one, the Assistant Secretaries in the order determined by the
Board of Directors (or if there be no such determination, then in the order of
their election), shall, in the absence of the Secretary or in the event of the
Secretary's inability or refusal to act, perform the duties and exercise the
powers of the Secretary and shall perform such other duties and have such other
powers as the Chief Executive Officer or the Board of Directors may from time to
time prescribe.

     Section 6.14.  The Assistant Treasurer.  The Assistant Treasurer, or if
there shall be more than one, the Assistant Treasurers in the order determined
by the Board of Directors (or if there be no such determination, then in the
order of their election), shall, in the absence of the Treasurer or in the event
of the Treasurer's inability or refusal to act, perform the duties and exercise
the powers of the Treasurer and shall perform such other duties and have such
other powers as the Chief Executive Officer or the Board of Directors may from
time to time prescribe.

                                      -12-
<PAGE>

                                  ARTICLE VII
                                  -----------

               CERTIFICATES OF STOCK, TRANSFERS AND RECORD DATES
               -------------------------------------------------

     Section 7.1.  Form of Certificates.  Every holder of stock in the
Corporation shall be entitled to have a certificate signed by, or in the name
of, the Corporation by (a) the Chairman of the Board, the Vice-Chairman of the
Board or the President of the Corporation, and (b) the Secretary, the Treasurer,
an Assistant Secretary or an Assistant Treasurer of the Corporation, certifying
the number of shares owned by such holder in the Corporation.  If the
Corporation shall be authorized to issue more than one class of stock or more
than one series of any class, the powers, designations, preferences and
relative, participating, optional or other special rights of each class of stock
or series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights shall be set forth in full or summarized on the face
or back of the certificate which the Corporation shall issue to represent such
class or series of stock; provided, however, that, except as otherwise provided
in Section 202 of the General Corporation Law of Delaware, in lieu of the
foregoing requirements, there may be set forth, on the face or back of the
certificate which the Corporation shall issue to represent such class or series
of stock, a statement that the Corporation will furnish without charge to each
stockholder who so requests the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights.  Subject to the foregoing, certificates of stock of the
Corporation shall be in such form as the Board of Directors may from time to
time prescribe.

     Section 7.2.  Facsimile Signatures.  Where a certificate is countersigned
(i) by a transfer agent other than the Corporation or its employee or (ii) by a
registrar other than the Corporation or its employee, any other signatures on
the certificate 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 such officer, transfer agent or registrar at
the date of issue.

     Section 7.3.  Lost Certificates.  The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed.  When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or such owner's legal representative, to advertise the same in
such manner as the Corporation shall require and/or give the Corporation a bond
in such sum as it may direct as indemnity against any claim that may be made
against the Corporation or its transfer agent or registrar with respect to the
certificate alleged to have been lost, stolen or destroyed.

     Section 7.4.  Transfers of Stock.  Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence

                                      -13-
<PAGE>

of succession, assignment or authority to transfer, it shall be the duty of the
Corporation to issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its books.

     Section 7.5.  Registered Stockholders.  The Corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the
owner of shares to receive dividends and to vote as such owner and to hold
liable for calls and assessments a person registered on its books as the owner
of shares, and shall not be bound to recognize any equitable or other claim to
or interest in such share or shares on the part of any other person, whether or
not the Corporation shall have express or other notice thereof, except as
otherwise provided by the laws of Delaware.

                                 ARTICLE VIII
                                 ------------

                             CONFLICT OF INTERESTS
                             ---------------------

     Section 8.1.  Contract or Relationship Not Void.  No contract or
transaction between the Corporation and one or more of its directors or
officers, or between the Corporation and any other corporation, partnership,
association or other organization in which one or more of its directors or
officers are directors or officers or have a financial interest shall be void or
voidable solely for this reason, or solely because such director or officer is
present at, or participates in, the meeting of the Board of Director's or
committee thereof which authorizes the contract or transaction, or solely
because such director's or officer's vote is counted for such purpose, if:

     (i)   The material facts as to such director's or officer's relationship or
           interest and as to the contract or transaction are disclosed or are
           known to the Board of Directors or the committee, and the board or
           committee in good faith authorizes the contract or transaction by the
           affirmative vote of a majority of the disinterested directors, even
           though the disinterested directors be less than a quorum; or

     (ii)  The material facts as to such director's or officer's relationship or
           interest and as to the contract or transaction are disclosed or are
           known to the stockholders entitled to vote thereon, and the contract
           or transaction is specifically approved in good faith by vote of the
           stockholders; or

     (iii) The contract or transaction is fair as to the Corporation as of the
           time it is authorized, approved or ratified by the Board of
           Directors, a committee thereof, or the stockholders.

     Section 8.2.  Quorum.  Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or
of a committee which authorizes the contract or transaction.

                                      -14-
<PAGE>

                                  ARTICLE IX
                                  ----------

                              GENERAL PROVISIONS
                              ------------------

     Section 9.1.  Dividends.  Dividends upon the capital stock of the
Corporation, subject to the provisions of the Corporation's Certificate of
Incorporation, if any, may be declared by the Board of Directors at any regular
or special meeting, pursuant to law.  Dividends may be paid in cash, in property
or in shares of the capital stock or rights to acquire same, subject to the
provisions of the Corporation's Certificate of Incorporation.  Before payment of
any dividend, there may be set aside out of any funds of the Corporation
available for dividends such sum or sums as the directors from time to time, in
their absolute discretion, think proper as a reserve or reserves to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the Corporation, or for such other purpose as the directors shall
think conducive to the interest of the Corporation, and the directors may modify
or abolish any such reserve in the manner in which it was created.

     Section 9.2.  Checks.  All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

     Section 9.3.  Fiscal Year.  The fiscal year of the Corporation shall be
fixed by resolution of the Board of Directors.

     Section 9.4.  Stock in Other Corporations.  Shares of any other corporation
which may from time to time be held by this Corporation may be represented and
voted at any meeting of stockholders of such corporation by the Chairman, the
Chief Executive Officer, the President, the Chief Financial Officer or a Vice
President of the Corporation, or by any proxy appointed in writing by the
Chairman, the Chief Executive Officer, the President, the Chief Financial
Officer or a Vice President of the Corporation, or by any other person or
persons thereunto authorized by the Board of Directors.  Shares represented by
certificates standing in the name of the Corporation may be endorsed for sale or
transfer in the name of the Corporation by the Chairman, the Chief Executive
Officer, the President, the Chief Financial Officer or any Vice President of the
Corporation or by any other officer or officers thereunto authorized by the
Board of Directors.  Shares belonging to the Corporation need not stand in the
name of the Corporation, but may be held for the benefit of the Corporation in
the individual name of the Chief Financial Officer or of any other nominee
designated for the purpose of the Board of Directors.

                                   ARTICLE X
                                   ---------

                                  AMENDMENTS
                                  ----------

     These By-laws may be altered, amended or repealed or new by-laws may be
adopted only in the manner provided in the Corporation's Certificate of
Incorporation.

                                      -15-