<PAGE>

                                                                     EXHIBIT 3.2

                                     BY-LAWS
                                       OF
                            Z-TEL TECHNOLOGIES, INC.,
                             A DELAWARE CORPORATION,
                           AMENDED AND RESTATED AS OF
                                NOVEMBER 10, 2004

                                    ARTICLE I
                                     OFFICES

      SECTION 1.1 The corporation shall maintain a registered office in the
State of Delaware as required by law. The corporation may also have such other
offices, either within or without the State of Delaware, as the business of the
corporation may require.

                                   ARTICLE II
                                  STOCKHOLDERS

      SECTION 2.1 ANNUAL MEETINGS. Annual meetings of the stockholders for the
election of directors and for such other business as may be stated in the notice
of the meeting, shall be held at such place, either within or without the State
of Delaware, and at such time and date as the Board of Directors by resolution,
shall determine and as set forth in the notice of the meeting. In the event the
Board of Directors fails to so determine the time, date and place of meeting,
the annual meeting of stockholder shall be held at the principal office of the
Corporation, in Tampa, Florida, within three months of the end of the fiscal
year.

      If the date of the annual meeting shall fall upon a legal holiday, the
meeting shall be held on the next succeeding business day. At each annual
meeting, the stockholders entitled to vote shall elect the appropriate class or
classes of the Board of Directors and may transact such other corporate business
as shall be stated in the notice of the meeting.

      SECTION 2.2 DEFERRED MEETING FOR ELECTION OF DIRECTORS, ETC. If the annual
meeting of stockholders for the election of the appropriate class or classes of
the directors and the transaction of other business is not held within the time
specified in Section 2.1, the Board of Directors shall call a meeting of
stockholders for the election of the appropriate directors and the transaction
of other business as soon thereafter as convenience.

      SECTION 2.3 OTHER SPECIAL MEETINGS. A special meeting of the stockholders,
unless otherwise prescribed by statute, may be called at any time but only by
the Chairman of the Board or by the Chief Executive Officer of the Corporation
or by a majority of the whole Board of Directors, to be held on the date, at the
time and place within or without the State of Delaware as the Chairman of the
Board of Directors or the Chief Executive Officer or the Board of Directors,
whichever has called the meeting, shall direct. At any special meeting of
stockholders only such business shall be conducted as is brought before such
meeting pursuant to the notice thereof given pursuant to Section 2.5 of the
Amended and Restated By-laws ("By-laws") or in any waiver of notice thereof
given pursuant to Section 2.6 of the By-laws.

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      SECTION 2.4 FIXING RECORD DATE. For the purpose of determining the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or for the purpose of determining stockholders 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, in advance, a date as of the record date for any such
determination of stockholders. Such date shall not be more than sixty nor less
than ten days before the date of such meeting, more than sixty days prior to any
other action. If no such records date is fixed:

      2.4.1 The record date for the determination of stockholders entitled to
notice of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given, or, if not
notice is given, or, if notice is waived, at the close of business on the day
next preceding the day on which the meeting is held;

      2.4.2 The records date for determining stockholders entitled to express
consent to corporate action in writing without a meeting, when no prior action
by the Board of directors is necessary, shall be the day on which the first
written consent is expressed; and

      2.4.3 The record date for determining stockholders for any purpose other
than those specified in Sections 2.4.1 and 2.4.2 shall be at the close of
business on the day on which the Board of Directors adopts the resolution
relating thereto.

When a determination of stockholders entitled to notice of or to vote at any
meeting of stockholders has been made as provided in this Section 2.4, such
determination shall apply to any adjournment thereof, unless the Board of
Directors fixes a new record date for the adjourned meeting.

      SECTION 2.5 NOTICE OF MEETING OF STOCKHOLDERS. At any meeting of the
stockholders, only such business (including the nomination of persons for
election as directors as described below) shall be conducted as shall have been
properly brought before the meeting. To be properly brought before a meeting,
business must be (a) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the Board of Directors, (b) otherwise
properly brought before the meeting by or at the direction of the Board of
Directors, or (c) otherwise properly brought before the meeting by a
stockholder. For business to be properly brought before a meeting by a
stockholder, the stockholder must have given timely notice thereof in writing to
the Secretary of the Corporation. In the case of an annual meeting, to be
timely, a stockholder's notice shall be delivered to and received by the
Secretary of the Corporation at the principal executive offices of the
Corporation not less than 60 days nor more than 90 days prior to the meeting;
provided, however, that in the event that less than 70 days' notice or prior
public disclosure of the date of the meeting is given or made to stockholders,
notice by the stockholder to be timely must be so received no later than the
close of business on the tenth day following the

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day on which such notice of the date of the meeting was mailed or such public
disclosure was made. In the case of a special meeting, to be timely, a
stockholder's notice must be delivered not more than ninety days prior to the
special meeting and not later than the later of sixty days prior to the special
meeting and ten days following the day on which public announcement of the
meeting is first made by the Corporation.

      A stockholder's notice to the Secretary shall set forth as to each matter
the stockholder proposes to bring before the annual meeting (a) a brief
description of the business desired to be brought before the annual meeting and
the reasons for conducting such business at the annual meeting, (b) the name and
address, as they appear on the Corporation's books, of the stockholder proposing
such business, (c) the class and number of shares of the Corporation which are
beneficially owned by the stockholder and (d) any material interest of the
stockholder in such business. Notwithstanding anything in the By-laws to the
contrary, no business shall be conducted at an annual meeting except in
accordance with the procedures set forth in this Section 2.5.

      In the case of nominations of persons for election as directors, only
persons who are nominated in accordance with the following procedures shall be
eligible for election as directors. Nominations of persons for election to the
Board of Directors of the Corporation may be made at a meeting of stockholders
(i) by or at the direction of the Board of Directors, (ii) by any nominating
committee or person appointed to make such nominations by the Board of
Directors, or (iii) by any stockholder of the Corporation entitled to vote for
the election of directors at the meeting who complies with the notice procedures
set forth in this Section 2.5. Such nominations, if made by a stockholder of the
Corporation as such, shall be made pursuant to timely notice (as described in
the first paragraph of this Section 2.5) in writing addressed to the Secretary
of the Corporation. Such stockholder's notice shall set forth: (a) as to each
person whom the stockholder proposes to nominate for election or re-election as
a director (s) the name, age, business address and residence address of the
person, (ii) the principal occupation or employment of the person, (iii) the
class and number of shares of stock of the Corporation which are beneficially
owned by the person and (iv) any other information relating to the person that
would be required to be disclosed in solicitations for proxies for the election
of directors pursuant to Regulation 14A under the Securities Exchange Act of
1934, as amended, or any successor thereto, and (b) as to the stockholder giving
the notice (i) the name and record address of the stockholder and (ii) the class
and number of shares of the Corporation which are beneficially owned by the
stockholder. The Corporation may require any proposed nominee to furnish such
other information as may reasonably be required by the Corporation to determine
the eligibility of such proposed nominee to serve as a director of the
Corporation. No person shall be eligible for election as a director of the
Corporation unless nominated in accordance with the procedures set forth herein.

      The presiding officer of an annual meeting shall, if the facts warrant,
determine and declare to the meeting that business or a nomination of a director
was not properly brought before the

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meeting in accordance with this Section 2.5, and if the presiding officer should
so determine, the presiding officer shall so declare to the meeting and say such
business not properly brought before the meeting shall not be transacted or that
the defective nomination shall be disregarded.

      SECTION 2.6 WAIVERS OF NOTICE. Whenever notice is required to be given to
the stockholders under any provision of the General Corporation Law of the State
of Delaware (the "GCL") or the Amended and Restated Certificate of Incorporation
(the "Certificate of Incorporation") or the By-laws, a written waiver thereof,
signed by a stockholder entitled to notice, whether before or after the time
stated therein, shall be deemed equivalent to notice. Attendance of a
stockholder at a meeting shall constitute a waiver of notice of such meeting,
except when the stockholder attends a meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any regular or special meeting of the
stockholders need be specified in any written waiver of notice.

      SECTION 2.7 LIST OF STOCKHOLDERS. The Secretary shall prepare and make, or
cause to be prepared and made, at least ten days before every meeting of
stockholders, a complete list of 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 days prior
to the meeting, either at a place within the city where the meeting is to be
held, which place shall be specified, or 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 2.8 QUORUM OF STOCKHOLDERS; ADJOURNMENT. The holders of a majority
of the shares of stock entitled to vote at any meeting of stockholders, present
in person or represented by proxy, shall be necessary and sufficient to
constitute a quorum for the transaction of any business at such meeting; except
where otherwise provided by the GCL. When a quorum is once present to organize a
meeting of stockholders, it is not broken by the subsequent withdrawal of any
stockholder. The holders of a majority of the shares of stock present in person
or represented by proxy at any meeting of stockholders, including an adjournment
meeting, whether or not a quorum is present, may adjourn such meeting to another
time and place.

      SECTION 2.9 VOTING; PROXIES. Unless otherwise provided in the Certificate
of Incorporation, every stockholder of record shall be entitled at every meeting
of stockholders to one vote for each share of capital stock standing in his name
on the record of stockholders determined in accordance with Section 2.4 of the
By-laws. If the Certificate of Incorporation provides for more or less than one
vote for any shares on any matter, every reference in the By-laws or the GCL to
a majority or other proportion of stock shall refer to such majority to other

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proportion of the votes of such stock. The provisions of Sections 212 and 217 of
the GCL shall apply in determining whether any shares of capital stock may be
voted and the persons, if any, entitled to vote such shares; but the Corporation
shall be protected in treating the persons in whose names shares of capital
stock stand on the record of stockholders as owners thereof for all purposes.
Directors shall be chosen by a plurality of the votes cast at the election and
each other matter, except as otherwise provided by law or by the Certificate of
Incorporation or by the By-laws, shall be decided by a majority of the votes
cast on such matter. All elections of directors shall be by written ballot
unless otherwise provided in the Certificate of Incorporation. In voting on any
other question on which a vote by ballot is required by law or is demanded by
any stockholder entitled to vote, the voting shall be by ballot. Each ballot
shall be signed by the stockholder voting or by his proxy, and shall state the
number of shares voted. ON all other questions, the voting may be by voice vote.
Every stockholder entitled to vote at a meeting of stockholders or to express
consent or dissent to corporate action in writing without a meeting, may
authorize another person or persons to act for him by proxy. The validity and
enforceability of any proxy shall be determined in accordance with Section 212
of the GCL.

      SECTION 2.10 SELECTION AND DUTIES OF INSPECTORS AT MEETING OF
STOCKHOLDERS. The Board of Directors, in advance of any meeting of stockholders,
may appoint one or more inspectors to act at the meeting or any adjournment
thereof. If inspectors are not so appointed, the person presiding at such
meeting may, and on the request of any stockholder entitled to vote thereat
shall, appoint one or more inspectors. In case any person appointed fails to
appear or act, the vacancy may be filled by appointment made by the Board of
Directors in advance of the meeting or at the meeting by the person presiding
thereat. Each inspector, before entering upon the discharge of his duties, shall
take and sign an oath faithfully to execute the duties of inspector at such
meeting with strict impartiality and according to the best of his ability. The
inspector or inspectors shall determine the number of shares outstanding and the
voting power of each, the shares represented at the meeting, the existence of a
quorum, the validity and effect of proxies, and shall receive votes, ballots or
consents, count and tabulate all votes, ballots or consents, hear and determine
all challenges and questions arising in connection with the right to vote,
determine the result, and shall do such acts as are proper to conduct the
election or vote with fairness to all stockholders. On request of the person
presiding at the meeting or any stockholder entitles to vote thereat, the
inspector or inspectors shall make a report in writing of any challenge,
question or matter determined by him or them and execute a certificate of any
fact found by him or them. Any report or certificate made by the inspector or
inspectors shall be prima facie evidence of the facts stated and of the vote as
certified by him or them.

      SECTION 2.11 ORGANIZATION. At every meeting of stockholders, the Chief
Executive Officer, or in the absence of the Chief Executive Officer, a Vice
President, and in case more than one Vice President shall be present, that a
Vice President designated by the Board of Directors (or in the absence of any
such designation, the most senior Vice President, based on age, present), shall
act as chairman of the meeting. At every meeting of stockholders, the Secretary,
or in the

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absence of the Secretary, an Assistant Secretary, shall act as secretary of the
meeting. In case none of the officers above designated to act as chairman or
secretary of the meeting, respectively, shall be present, a chairman or a
secretary of the meeting, as the case may be, may be chosen by a majority of the
votes cast at such meeting by the holders of shares present in person or
represented by proxy and entitled to vote at the meeting.

      SECTION 2.12 ORDER OF BUSINESS. The order of business at all meetings of
stockholders shall be as determined by the chairman of the meeting, but, the
order of business to be followed at any meeting at which a quorum is present may
be changed by a majority of the votes cast at such meeting by the holders of
shares of capital stock present in person or represented by proxy and entitled
to vote at the meeting.

                                   ARTICLE III
                                    DIRECTORS

      SECTION 3.1 GENERAL POWERS. The business of the corporation shall be
managed by or under the direction of its board of directors, except as otherwise
provided in the certificate of incorporation.

      SECTION 3.2 NUMBER AND QUALIFICATIONS. The number of directors of the
corporation shall be seven (7) or such other number as may be determined from
time to time by the board of directors of the corporation at a duly held meeting
thereof. Directors need not be stockholders of the corporation, citizens of the
United States or residents of the State of Delaware.

      SECTION 3.3 ELECTION AND TERM. The board of directors shall be elected at
the annual meeting of the stockholders of the corporation and shall hold office
until their successors are elected and qualified or until their earlier death,
resignation or removal. Any director may resign at any time upon written notice
to the corporation. Thereafter, directors who are elected at an annual meeting
of stockholders, and directors who are elected in the interim to fill vacancies
and newly created directorships, shall hold office until the next annual meeting
of stockholders and until their successors are elected and qualified or until
their earlier death, resignation or removal. In the interim between annual
meetings of stockholders or of special meetings of stockholders called for the
election of directors and/or for the removal of one or more directors and for
the filling of any vacancy in that connection, newly created directorships and
any vacancies in the board of directors, including vacancies resulting from the
removal of directors, may be fled by the vote of a majority of the remaining
directors then in office, although less than a quorum, or by the sole remaining
director.

      SECTION 3.4 REGULAR MEETINGS. A regular meeting of the board of directors
shall be held without other notice than this by-law, immediately after, and at
the same place as, the annual meeting of stockholders. Meetings of the board of
directors may be held either within or

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Bylaws of Z-Tel Technologies, Inc. amended and restated
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without the State of Delaware. The board of directors may provide, by
resolution, the time and place for the holding of additional regular meetings
without other notice than such resolution.

      SECTION 3.5 SPECIAL MEETINGS. Special meetings of the board of directors
may be called by or at the request of the Chief Executive Officer or any
director. The person or persons calling such special meeting of the board of
directors shall fix a place, either within or without the State of Delaware, as
the place for holding such special meeting of the board of directors.

      SECTION 3.6 NOTICE. Notice of any special meeting stating the time and
place of such meeting shall be given at least forty-eight (48) hours previous
thereto by

                  3.6.1 telephone call, which may be a voicemail message, to the
      director's business telephone if confirmed by delivery of a facsimile
      tranmssion to the director's business facsimile number within twenty-four
      (24) hours of the telephone communication;

                  3.6.2 written notice delivered by facsimile transmission to
      the director's business facsimile number or other number specified by the
      director,

                  3.6.3 in-person oral communication;

                  3.6.4 U.S mail or overnight courier service to the director's
      business address, or other address specified by the director;

                  3.6.5 electronic mail delivered to the address specified by
      the director if electronic mail is used by all of the directors as a
      method of communication among one another; or

                  3.6.6 any other generally accepted mode of communication if
      such mode of communication is used by all of the directors as a method of
      communication among one another.

      Such notice shall be deemed given when delivered if by telephone,
facsimile transmission, personally or electronic mail, when mailed if by U.S.
mail, postage prepaid, and when deposited for delivery with a nationally
recognized overnight courier service if by such service.. Notice need not be
given to any director who submits a written waiver of notice signed by him
either before or after any meeting. The attendance of a director at any meeting
shall constitute a waiver of notice of such meeting, except where a director
attends a meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the board of directors need be specified
in the notice or waiver of such meeting.

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      SECTION 3.7 QUORUM. A majority of the directors (or of the members of any
committee in the case of a meeting of a committee of the board of directors)
shall constitute a quorum for the transaction of business at any meeting of the
board of directors or of such committee, provided, however, that if less than a
majority of such number of directors is present at said meeting, a majority of
the directors present may adjourn the meeting from time to time without further
notice. Interested directors may be counted in determining the presence of a
quorum at a meeting of the board of directors or of a committee thereof

      SECTION 3.8 MANNER OF ACTING. The vote of a majority of the directors
present at a meeting at which a quorum is present shall be the act of the board
of directors or of a committee of the board, as the case may be.

      SECTION 3.9 ACTION WITHOUT A MEETING. 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 the members of the board or committee, as
the case may be, consent thereto in writing, and the writing or writings are
filed with the minutes of proceedings of the board or committee.

      SECTION 3.10 COMPENSATION. The board of directors shall have authority to
establish reasonable compensation of all directors for services to the
corporation as directors, officers or otherwise.

      SECTION 3.11 LIABILITY FOR UNLAWFUL PAYMENT OF DIVIDEND. In case of any
willful or negligent violation of the provisions of sections 160 or 173 of the
Delaware General Corporation Law regarding the payment of dividends, any
director who may have been absent when the same was done, or who may have
dissented from the act or resolution by which the same was done, may exonerate
himself from such liability by causing his dissent to be entered on the books
containing the minutes of the proceedings of the directors at the time the same
was done, or immediately after he has notice of the same.

      SECTION 3.12 TELEPHONE MEETINGS. Members of the board of directors or of
any committee thereof may participate in a meeting of the board by means of a
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and such participation
shall constitute presence in person at the meeting.

      SECTION 3.13 REMOVAL. Subject to the corporation's certificate of
incorporation, any director or the entire board of directors may be removed with
or without cause by the holders of a majority of the shares then entitled to
vote at an election of directors.

      SECTION 3.14 COMMITTEES. The board of directors may, by resolution passed
by a majority of the whole board, designate one or more committees, each
committee to consist of one or more of the directors of the corporation. Any
such committee, to the extent provided in the

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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, to the extent permitted under the Delaware General
Corporation Law.

                                   ARTICLE IV
                                    OFFICERS

      SECTION 4.1 NUMBER. The officers of the corporation shall be a Chief
Executive Officer which shall be synonymous with the term "president" if such
term is used in the ordinary course instead of chief executive officer, a
Treasurer, a Secretary, and such Vice Presidents, Assistant Treasurers,
Assistant Secretaries or other officers as may be elected by the board of
directors. Any two or more offices may be held by the same person.

      SECTION 4.2 ELECTION AND TERM OF OFFICE. The officers of the corporation
shall be elected annually by the board of directors at the first meeting of the
board of directors held after each annual meeting of stockholders. If the
election of officers shall not be held at such meeting, such election shall be
held as soon thereafter as convenient. New offices may be created and filled at
any meeting of the board of directors. Each officer shall hold office until his
successor is elected and has qualified or until his earlier death, resignation
or removal. Any officer may resign at any time upon written notice to the
corporation. Election of an officer shall not of itself create contract rights.

      SECTION 4.3 REMOVAL. Any officer elected by the board of directors may be
removed by the board of directors whenever in its judgment the best interests of
the corporation would be served thereby, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed.

      SECTION 4.4 VACANCIES. A vacancy in any office occurring because of death,
resignation, removal or otherwise, may be filled by the board of directors.

      SECTION 4.5 THE CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall
be the senior most executive officer of the corporation and, subject only to the
board of directors, shall have general authority over, and general management
and control of, the property, business and affairs of the corporation. The Chief
Executive Officer shall preside at all meetings of the stockholders and of the
board of directors. The Chief Executive Officer shall have authority to vote all
shares of stock of any other corporation standing in the name of the
corporation, at any meeting of the stockholders of such other corporation or by
written consent of the stockholders of such other corporation, and may, on
behalf of the corporation, waive any notice of the calling of any such meeting,
and may give a written proxy in the name of the corporation to vote any or all
shares of stock of such other corporation owned by the corporation at any such
meeting. The Chief Executive Officer shall perform such other duties as may be
prescribed by the board of directors from time to time.

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      SECTION 4.6 THE VICE PRESIDENTS. Each of the Vice Presidents, if any,
shall report to the Chief Executive Officer or such other officer as may be
determined by the board of directors. Each Vice President shall have such duties
and responsibilities as from time to time may be assigned to him by the Chief
Executive Officer or the board of directors.

      SECTION 4.7 THE TREASURER. The Treasurer shall: (a) have charge and
custody of and be responsible for all funds and securities of the corporation;
receive and give receipts for moneys due and payable to the corporation from any
source whatsoever, and deposit all such moneys in the name of the corporation in
such banks, trust companies or other depositories as shall be selected in
accordance with the provisions of Article V of these By-laws; (b) in general,
perform all the duties incident to the office of the treasurer and such other
duties as may from time to time be assigned to him by the Chief Executive
Officer or the board of directors. In the absence of the Treasurer, or in the
event of his incapacity or refusal to act, or at the direction of the Treasurer,
any Assistant Treasurer may perform the duties of the Treasurer.

      SECTION 4.8 THE SECRETARY. The Secretary shall: (a) record all the
proceedings of the meetings of the stockholders and board of directors in one or
more books kept for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these By-laws or as required by law; (c) be
custodian of the corporate records and of the seal of the corporation and see
that the seal of the corporation is affixed to all certificates for shares of
stock, instruments and all other documents, the execution of which on behalf of
the corporation under its seal is duly authorized in accordance with the
provisions of these By-laws; (d) keep a register of the post office address of
each stockholder which shall be furnished to the Secretary by such stockholder;
(e) have general charge of the stock transfer books of the corporation and, in
general, perform all duties incident to the office of secretary and such other
duties as from time to time may be assigned to him by the Chief Executive
Officer or the board of directors. In the absence of the Secretary, or in the
event of his incapacity or refusal to act, or at the direction of the Secretary,
any Assistant Secretary may perform the duties of Secretary.

                                    ARTICLE V
                                CONTRACTS, LOANS
                               CHECKS AND DEPOSITS

      SECTION 5.1 CONTRACTS. Except as otherwise determined by the board of
directors or provided in these By-laws, all deeds and mortgages made by the
corporation and all other written contracts and agreements to which the
corporation shall be a party shall be executed in its name by the Chief
Executive Officer or any Vice President.

      SECTION 5.2 LOANS. No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the board of directors. Such authority may be
general or confined to specific instances.

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      SECTION 5.3 CHECKS AND DRAFTS. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the corporation, shall be signed by such officer or officers, agent or agents of
the corporation and in such manner as shall from time to time be determined by
resolution of the board of directors.

      SECTION 5.4 DEPOSITS. All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the corporation in such
banks, trust companies or other depositories as the board of directors may
select.

                                   ARTICLE VI
                           CERTIFICATES FOR SHARES OF
                            STOCK AND THEIR TRANSFER

      SECTION 6.1 CERTIFICATES FOR SHARES OF STOCK. Certificates representing
shares of stock of the corporation shall be in such form as may be determined by
the board of directors. Such certificates shall be signed by the Chief Executive
Officer or any Vice President and by the Treasurer or an Assistant Treasurer or
the Secretary or an Assistant Secretary. If any such certificate is manually
countersigned by a transfer agent other than the corporation or its employee,
any other signature on the certificate may be a facsimile. In case any officer,
transfer agent or registrar who has signed or whose facsimile signature has been
placed upon such certificate shall have ceased to be such officer, transfer
agent or registrar before such certificate is issued, it my be issued by the
corporation with the same effect as if he were such officer, transfer agent or
registrar at the date of issue. The name of the person to whom the shares
represented thereby are issued, with the number of shares and date of issue,
shall be entered on the books of the corporation. All certificates surrendered
to the corporation for transfer shall be canceled and no new certificates shall
be issued until the former certificate for a like number of shares shall have
been surrendered and canceled, except that in case of a lost, destroyed or
mutilated certificate, a new certificate may be issued therefor upon such terms,
indemnity and surety to the corporation as the board of directors may prescribe.

      SECTION 6.2 TRANSFER OF SHARES OF STOCK. Transfers of shares of stock of
the corporation shall be made on the books of the corporation by the holder of
record thereof or by his legal representative, who shall furnish proper evidence
of authority to transfer, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of the corporation, and on
surrender for cancellation of the certificate for such shares. The person in
whose name shares of stock stand on the books of the corporation shall be deemed
the owner thereof for all purposes as regards the corporation.

      SECTION 6.3 TRANSFER AGENTS AND REGISTRARS. The board of directors may
appoint one or more transfer agents or assistant transfer agents and one or more
registrars of transfers, and may require all certificates for shares of stock of
the corporation to bear the signature of a transfer agent or assistant transfer
agent and a registrar of transfers. The board of

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directors may at any time terminate the appointment of any transfer agent or any
assistant transfer agent or any registrar of transfers.

                                   ARTICLE VII
                                 INDEMNIFICATION

      SECTION 7.1 DIRECTORS AND OFFICERS. (a) The corporation shall indemnify
any person who was or is a party or is threatened to be made party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that he is or was a director or
officer of the corporation, or is or was serving at the request of the
corporation as a director or officer of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

      (b) The corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director or officer of the corporation,
or is or was serving at the request of the corporation as a director or officer
of another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery of the State of
Delaware or the court in which action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery of the State of Delaware
or such other court shall deem proper.

      (c) To the extent that any person referred to in paragraphs (a) and (b) of
this Section 7.1 has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to therein or in defense of any claim,
issue or matter therein, he shall be indemnified

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against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith.

      (d) Any indemnification under paragraphs (a) and (b) of this section 7.1
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the director
or officer is proper in the circumstances because he has met the applicable
standard of conduct set forth in paragraphs (a) and (b) of this Section 7.1.
Such determination shall be made (i) by the board of directors by a majority
vote of a quorum consisting of directors who were not parties to such action,
suit or proceeding or (ii) if such quorum is not obtainable, or, even if
obtainable a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or (iii) by the stockholders.

      (e) Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the corporation in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on behalf
of the director or officer to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the corporation as
provided in this section 7.1.

      (f) The indemnification and advancement of expenses provided by or granted
pursuant to this section 7.1 shall not be deemed exclusive of any other rights
to which those seeking indemnification or advancement of expenses may be
entitled under any statute, by-law, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office.

      (g) The corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under the provisions of this section 7.1.

      (h) For purposes of this section 7.1, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to an employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee, or
agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this
section.

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November 10, 2004
Page -14 -

      (i) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

      (j) Unless otherwise determined by the board of directors, references in
this section to "the corporation" shall include in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers, and employees or agents, so that any person who is or was a
director, officer, employee or agent of such constituent corporation, or is or
was serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, shall stand in the same position under this section
with respect to the resulting or surviving corporation as he would have with
respect to such constituent corporation if its separate existence had continued.

      SECTION 7.2 EMPLOYEES AND AGENTS. The board of directors may, by
resolution, extend the indemnification provisions of the foregoing section 7.1
to any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding by reason of the
fact that he is or was an employee or agent of the corporation, or is or was
serving at the request of the corporation as an employee or agent of another
corporation, partnership, joint venture, trust or other enterprise.

                                  ARTICLE VIII
                                   FISCAL YEAR

      SECTION 8.1 The fiscal year of the corporation shall end on December 31 or
on such other date as the board of directors may from time to time determine by
resolution.

                                   ARTICLE IX
                                    DIVIDENDS

      SECTION 9.1 The board of directors may from time to time declare, and the
corporation may pay, dividends on its outstanding shares of stock in the manner
and upon the terms and conditions provided by law and its certificate of
incorporation.

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Page -15 -

                                    ARTICLE X
                                      SEAL

      SECTION 10.1 The corporate seal of the corporation shall be in the form of
a circle and shall have the name of the corporation and the words "Corporate
Seal, Delaware" written therein or inscribed thereon.

                                   ARTICLE XI
                                WAIVER OF NOTICE

      SECTION 11.1 Whenever any notice whatever is required to be given under
any provision of these By-laws or of the certificate of incorporation or of the
Delaware General Corporation Law, a written waiver thereof, signed by the person
entitled to notice, whether before or after the time stated therein, shall be
deemed equivalent to notice. Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, except when the person attends a
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transactions of any business because the meeting is not lawfully called
or convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the stockholders or directors or of a committee of
the board of directors need be specified in any written waiver of notice.

                                   ARTICLE XII
                                   AMENDMENTS

      SECTION 12.1 These By-laws may be altered, amended or repealed and new
By-laws may be adopted by the board of directors or by the stockholders, subject
to the corporation's certificate of incorporation or any contractual provision
by which the Corporation is bound.