<PAGE>

                                                                     EXHIBIT 3.2


                         AMENDED AND RESTATED BY-LAWS

                                      OF

                               WEB STREET, INC.

                   (Amended and Restated November 16, 1999)


                                   ARTICLE I
                                   ---------

                                    OFFICES
                                    -------

     Section 1.1.  Registered Office.  The registered office of Web Street, 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 a Chairman of the Board, the President
or Chief Executive Officer, or the Board of Directors in the 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 at 10:00 A.M., Central time, on the second Tuesday in May, if not
a legal holiday, or if a legal holiday, then on the next day that is not a
Saturday, Sunday or legal holiday, or at such other time and date 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 the Amended and Restated Certificate of Incorporation of
the Corporation (the "Certificate of Incorporation") and conduct such other
business as shall be considered.
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     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 stock  holder 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.  Stockholder Proposals and Nominations for Annual Meetings.
     -----------   ---------------------------------------------------------
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 (the "DGCL"), (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) nor 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 90/th/ day prior to such annual
meeting or (ii) the 10/th/ 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

                                      -2-
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person as would be required to be disclosed in solicitations of proxies for the
election of such nominee as a director 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; (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 such 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 being
referred to as 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 Amended and Restated By-laws (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 10/th/ 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.

     Notwithstanding the foregoing provisions of this Article II, Section 2.4, 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 this Article II, Section 2.4.  Nothing in this Article II, Section 2.4 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.

                                      -3-
<PAGE>

     For purposes of these By-laws, "public announcement" shall mean disclosure
in a press release reported by the Dow Jones News Service, Associated Press, PR
Newswire, Business Wire 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 Meetings of Stockholders.  Special meetings of the
     -----------   --------------------------------
stockholders of the Corporation may be called and conducted only in the manner
provided in the Certificate of Incorporation.

     Section 2.6.  Notice of Special Meetings.  Written notice of a special
     -----------   --------------------------
meeting of stockholders, 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 on behalf of a Chairman of the Board, the President
or the Chief Executive Officer, or the Board of Directors, 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 2.7.  Business at Special Meetings.  Only such business shall be
     -----------   ----------------------------
conducted at a special meeting of stockholders as shall have been brought before
the meeting pursuant to the notice of meeting described in Section 2.6.

     Section 2.8.  Stockholder Nominations for Special Meetings.  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 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 90/th/ day
prior to such special meeting or the 10/th/ 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 this Article II, Section 2.8,
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 this Article II, Section 2.8.

     Section 2.9.  Written Consent.  Any action required or permitted to be
     -----------   ---------------
taken at any annual or special meeting of stockholders may be taken without a
meeting, without prior notice and without a vote, only as permitted by, and in
the manner provided in, the Certificate of Incorporation.

                                      -4-
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     Section 2.10.  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 2.11.  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
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 2.12.  Quorum and Adjournments. At any meeting of stockholders, the
     ------------   -----------------------
presence in person or by proxy of the holders of shares entitled to cast a
majority of all the votes which could be cast at such meeting by the holders of
all of the outstanding shares of stock of the Corporation entitled to vote on
every matter that is to be voted on without regard to class at such meeting
shall constitute a quorum for purposes of such vote, except as otherwise
provided by the law of the State of Delaware or by the 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 2.13.  Vote Required.  At any meeting of stockholders duly called
     ------------   -------------
and held at which a quorum is present, (i) in all matters other than the
election of directors, a majority of the votes which could be cast at such
meeting upon a given question and (ii) in the case of the election of directors,
a plurality of the votes which could be cast at such meeting upon such election,
in

                                      -5-
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each case by such holders who are present in person or by proxy, shall be
necessary in addition to any vote or other action that may be expressly required
by the provisions of the Certificate of Incorporation or the law of the State of
Delaware, to decide such question or election, and shall decide such question or
election if no such additional vote or other action is so required.

     Section 2.14.  Voting Rights.  Unless otherwise provided in the 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.  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, but no proxy shall be voted on after three (3) years from its date,
unless the proxy provides for a longer period.  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.  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.  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, count the votes, decide the results 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.

     Section 2.15.  Presiding Over Meetings.  A Chairman of the Board of
     ------------   -----------------------
Directors shall preside at all meetings of the stockholders (or if there is more
than one Chairman present at the meeting, such Chairmen shall preside).  In the
absence or inability to act of a Chairman, the Vice Chairman (if one shall have
been chosen by the Board of Directors), the Chief Executive Officer or the
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 officer presiding at
the meeting shall appoint a person who need not be a stockholder to act as
secretary of the meeting.

     Section 2.16.  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 officer presiding at 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

                                      -6-
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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.

                                  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 law, the Certificate of Incorporation or
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 only in the manner provided in the Certificate of
Incorporation.

     Section 3.2.  Election.  Directors shall be elected by and serve only in
     -----------   --------
the manner provided in the Certificate of Incorporation.

     Section 3.3.  Removal.  Except as otherwise provided by law, directors may
     -----------   -------
be removed only in the manner provided in the Certificate of Incorporation.

     Section 3.4.  Vacancies.  Any vacancies occurring in the Board of Directors
     -----------   ---------
and newly created directorships shall be filled only in the manner provided in
the 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 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.

                                      -7-
<PAGE>

     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 a Chairman of the Board, the Chief Executive Officer or the
President of the Corporation on at least one day's notice to each director,
either personally, or by courier, telephone, telefax, mail, telegram or e-mail.
Special meetings shall be called by a Chairman, the Chief Executive Officer or
the President in like manner and on like notice at the written request of three
(3) 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
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
(or if there is more than one Chairman present at the meeting, such Chairmen
shall preside).  In the absence or inability to act of a Chairman, then the Vice
Chairman (if one shall have been chosen by the Board), the Chief Executive
Officer or the President (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 law or the 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, a Chairman, the
Chief Executive Officer 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
     ------------   ---------------
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

                                      -8-
<PAGE>

of the Board of Directors or committee consent thereto in writing and the
writing or writings are filed with the minutes of proceedings of the Board of
Directors or committee.

     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 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 resolution of the Board of Directors
appointing the members of any such committee shall be adopted by a majority of
the entire Board of Directors.  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 and permitted by law, 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, and may authorize the
seal of the Corporation to be affixed to all papers which may require it; 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 DGCL to be submitted to stockholders
for approval or (b) adopting, amending or repealing any of these By-laws.

                                      -9-
<PAGE>

     Section 4.2.  Removal.  Any member of any committee appointed by the Board
     -----------   -------
of Directors, or the entire membership of such committee, may be removed, with
or without cause, by the vote of a majority of the Board of Directors.

     Section 4.3.  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 (1) or two (2) members, in which event one (1) 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
     -----------   ----------------
Certificate of Incorporation or these By-laws, notice is required to be given to
any director or stockholder, unless otherwise provided in the 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 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
telegram, mailgram, telex, telecopier or e-mail.

     Section 5.2.  Waiver.  Whenever any notice is required to be given under
     -----------   ------
applicable law or the provisions of the 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 one or more Chairmen of
the Board, a Chief Executive Officer, a President, a Chief Financial Officer,
one or more Vice Presidents, a Secretary and a Treasurer.  The Board of
Directors may also choose a Vice Chairman for the Board, one or more

                                      -10-
<PAGE>

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 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 one or more Chairmen of the
Board, a Chief Executive Officer, a President, a Chief Financial Officer, one or
more Vice Presidents, a Secretary and a Treasurer, and may choose a Vice
Chairman of the Board, 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 any office of the
Corporation, the Board of 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.  Chairman of the Board.  A 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
(or if there is more than one Chairman present at the meeting, then such
Chairmen shall preside and shall see that orders and resolutions of the Board of
Directors are carried into effect). Any Chairman of the Board shall perform such
other duties as the Board of Directors may from time to time prescribe.

     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 a 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

                                      -11-
<PAGE>

sign bonds, mortgages, certificates for shares and all other contracts and
documents, whether or not under the seal of the Corporation, except in cases
where the signing and execution thereof shall be expressly delegated by law, the
Board of Directors or 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 the Board of Directors. The Chief Executive
Officer shall perform such other duties as the Board of Directors may from time
to time prescribe.

     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, whether or not under the seal of the Corporation,
except in cases where the signing and execution thereof shall be expressly
delegated by law, the Board of Directors or 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 the Chief Executive Officer, the President or the Board of Directors
may from time to time prescribe.  If required by the Board of Directors, the
Chief Financial Officer shall give a bond for the faithful discharge of the
Chief Financial Officer's duties in such sum and with such surety or sureties as
the Board of Directors may determine.

     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 absence of any designation, then 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, the President or the
Board of Directors may from time to time prescribe.

                                      -12-
<PAGE>

     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
committees of the Board of Directors when required.  The Secretary shall give,
or cause to be given, 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 the Chief Executive Officer, the President or the Board of
Directors may from time to time prescribe.  The Secretary shall have custody of
the corporate seal of the Corporation, and the Secretary or an Assistant
Secretary shall have authority to affix the same to any instrument requiring it,
and when so affixed, it may be attested by the Secretary's signature or by the
signature of such Assistant Secretary.  The Board of Directors may give general
authority to any other officer to affix the seal of the Corporation and to
attest the affixing by such officer's signature.

     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, the
President, the Chief Financial 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, the President  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, the President, the Chief Financial
Officer or the Board of Directors may from time to time prescribe.

                                  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) a 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,

                                      -13-
<PAGE>

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 that, except as otherwise provided in Section
202 of the DGCL, 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 Shares.  All transfers of shares of the stock
     -----------   -------------------
of the Corporation are subject to the terms, conditions and restrictions, if
any, of the Certificate of Incorporation. Transfers of shares of the capital
stock of the Corporation shall be made on the books of the Corporation by the
registered holder thereof, or by his attorney thereunder authorized by power of
attorney duly executed and filed with the Secretary of the Corporation, or with
a transfer agent appointed as provided in Article VII, Section 7.5, and, if
certificated shares, on surrender of the certificate or certificates for the
shares properly endorsed and the payment of all taxes thereon.  The person in
whose names shares of stock are registered on the books of the Corporation shall

                                      -14-
<PAGE>

be considered the owner thereof for all purposes as regards the Corporation; but
whenever any transfer of shares is made for collateral security, and not
absolutely, that fact, if known to the Secretary, shall be stated in the entry
of transfer.  The Board of Directors may, from time to time, make any additional
rules and regulations as it may deem expedient, not inconsistent with these By
laws, concerning the issue, transfer and registration of certificates for shares
of the stock of the Corporation.

     Section 7.5.  Transfer Agents and Registrants  The Board of Directors may
     -----------   -------------------------------
appoint one or more transfer agents and one or more registrars for the stock of
the Corporation.

     Section 7.6.  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 law of the State 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 Directors 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

                                      -15-
<PAGE>

     (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.


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

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

     Section 9.1.  Dividends.  Dividends upon the capital stock of the
     -----------   ---------
Corporation, subject to the provisions of the 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 the same, subject to the
provisions of the  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 ab
solute 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
     -----------   -----------
the twelve (12) months ending December 31 unless determined otherwise by
resolution of the Board of Directors.

     Section 9.4.  Seal.  The corporate seal shall have inscribed thereon the
     -----------   ----
name of the Corporation and the words "Corporate Seal, Delaware."  The seal may
be used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.

     Section 9.5.  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 a
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 a 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

                                      -16-
<PAGE>

Corporation may be endorsed for sale or transfer in the name of the Corporation
by a 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, and new by-laws may be
adopted, only in the manner provided in the Certificate of Incorporation.

                                      -17-