<PAGE>

                                                                     EXHIBIT 3.1

                              AMENDED AND RESTATED


                                     BYLAWS

                                       OF

                        INRANGE TECHNOLOGIES CORPORATION


                                    ARTICLE I
                                    ---------

                                  Stockholders
                                  ------------


                  SECTION 1.  Annual Meeting. The annual meeting of the
                              --------------
stockholders of the Corporation shall be held on such date, at such time and at
such place within or without the State of Delaware as may be designated by the
Board of Directors, for the purpose of electing directors and for the
transaction of such other business as may be properly brought before the
meeting.

                  SECTION 2.  Special Meetings. Except as otherwise provided in
                              ----------------
the Certificate of Incorporation as amended and restated (the "Certificate of
Incorporation"), a special meeting of the stockholders of the Corporation may be
called at any time by the Board of Directors, or the Chairman of the Board. Any
special meeting of the stockholders shall be held on such date, at such time and
at such place within or without the State of Delaware as the Board of Directors
or the officer calling the meeting may designate. At a special meeting of the
stockholders, no business shall be transacted and no corporate action shall be
taken other than that stated in the notice of the meeting. In addition, prior to
the Trigger Date (as defined hereinafter), the Corporation shall call a special
meeting of stockholders of the Corporation promptly upon request of the holders
of a majority of the voting power of the then outstanding shares of Voting
Stock. As used in these Bylaws "Trigger Date" means the date on which SPX and
its affiliates cease to be the beneficial owner of an aggregate of at least a
majority of the voting power of the then outstanding shares of Voting Stock. As
used in these Bylaws, "Voting Stock" means the outstanding shares of capital
stock of the Corporation entitled to vote generally in the election of
directors.

                  SECTION 3.  Notice of Meetings. Except as otherwise provided
                              ------------------
in these Bylaws or by law, a written notice of each meeting of the stockholders
shall be given not less than ten (10) nor more than sixty (60) days before the
date of the meeting to each stockholder of the Corporation entitled to vote at
such meeting at his address as it appears on the records of the Corporation. The
notice shall state the place, date and hour of the meeting and, in the case of a
special meeting, the purpose or purposes for which the meeting is called. Any
previously scheduled meeting of the stockholders may be postponed, and any
special meeting of the stockholders may be canceled, by resolution of the Board
of Directors upon public notice given prior to the date previously scheduled for
such meeting of stockholders.
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                  SECTION 4.  Quorum. At any meeting of the stockholders, the
                              ------
holders of thirty-three and one third percent of the total outstanding shares of
stock of the Corporation entitled to vote at such meeting, present in person or
represented by proxy, shall constitute a quorum of the stockholders for all
purposes, unless the representation of a larger number of shares shall be
required by law, by the Certificate of Incorporation, by these Bylaws or by the
rules of the National Association of Securities Dealers or any national
securities exchange on which equity of the Corporation is listed or quoted, in
which case the representation of the number of shares so required shall
constitute a quorum; provided that at any meeting of the stockholders at which
the holders of any class of stock of the Corporation shall be entitled to vote
separately as a class, the holders of thirty-three and one third percent of the
total outstanding shares of such class, present in person or represented by
proxy, shall constitute a quorum for purposes of such class vote unless the
representation of a larger number of shares of such class shall be required by
law, by the Certificate of Incorporation, by these Bylaws or by the rules of the
National Association of Securities Dealers, or any national securities exchange
on which equity of the Corporation is listed or quoted.

                  SECTION 5.  Adjourned Meetings. Whether or not a quorum shall
                              ------------------
be present in person or represented at any meeting of the stockholders, the
holders of a majority in number of the shares of stock of the Corporation
present in person or represented by proxy and entitled to vote at such meeting
may adjourn such meeting from time to time; provided, however, that if the
holders of any class of stock of the Corporation are entitled to vote separately
as a class upon any matter at such meeting, any adjournment of the meeting in
respect of action by such class upon such matter shall be determined by the
holders of a majority of the shares of such class present in person or
represented by proxy and entitled to vote at such meeting. When a meeting is
adjourned to another time or place, notice need not be given of the adjourned
meeting if the time and place thereof are announced at the meeting at which the
adjournment is taken. At the adjourned meeting the stockholders, or the holders
of any class of stock entitled to vote separately as a class, as the case may
be, may transact any business that might have been transacted by them at the
original meeting. If the adjournment is for more than thirty days, or if after
the adjournment a new record date is fixed for the adjourned meeting, a notice
of the adjourned meeting shall be given to each stockholder of record entitled
to vote at the adjourned meeting.

                  SECTION 6.  Organization; Stockholder List. The Chairman of
                              ------------------------------
the Board or, in his absence, the Chief Executive Officer, or in his absence,
the President shall call all meetings of the stockholders to order, and shall
act as Chairman of such meetings. In the absence of the Chairman of the Board,
the Chief Executive Officer and the President, the holders of a majority in
number of the shares of stock of the Corporation present in person or
represented by proxy and entitled to vote at such meeting shall elect a
Chairman.

                  The Secretary of the Corporation shall act as Secretary of all
meetings of the stockholders; but in the absence of the Secretary, the Chairman
may appoint any person to act as Secretary of the meeting. It shall be the duty
of the Secretary to prepare and make, at least ten days before every meeting of
stockholders, a complete list of stockholders entitled to vote at such meeting,
arranged in alphabetical order and showing the address of each stockholder and
the

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number of shares registered in the name of each stockholder. Such list shall
be open, 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, for the ten days next
preceding the meeting, to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, and shall be produced
and kept at the time and place of the meeting during the whole time thereof and
subject to the inspection of any stockholder who may be present.

                  SECTION 7.  Voting. Except as otherwise provided in the
                              ------
Certificate of Incorporation or Bylaws, each stockholder shall be entitled to
one vote for each share of the capital stock of the Corporation registered in
the name of such stockholder upon the books of the Corporation. Each stockholder
entitled to vote at a meeting of stockholders may authorize another person or
persons to act for him by proxy, but no such proxy shall be voted or acted upon
after three years from its date, unless the proxy provides for a longer period.
When directed by the presiding officer or upon the demand of any stockholder,
the vote upon any matter before a meeting of stockholders shall be by ballot.
Except as otherwise provided by law, by the rules of the National Association of
Securities Dealers, or any national securities exchange on which equity of the
Corporation is listed or quoted, or by the Certificate of Incorporation,
directors shall be elected by a plurality of the votes cast at a meeting of
stockholders by the stockholders entitled to vote in the election and, whenever
any corporate action, other than the election of directors is to be taken, it
shall be authorized by a majority of the votes cast at a meeting of stockholders
by the stockholders entitled to vote thereon.

                  Shares of the capital stock of the Corporation belonging to
the Corporation or to another corporation, if a majority of the shares entitled
to vote in the election of directors of such other corporation is held, directly
or indirectly, by the Corporation, shall neither be entitled to vote nor be
counted for quorum purposes.

                  SECTION 8.  Notice of Stockholder Business and Nominations.
                              ----------------------------------------------

                  (A) Annual Meetings of Stockholders.

         (1) Nominations of persons for election to the Board of Directors of
the Corporation and the proposal of business to be considered by the
stockholders may be made at an annual meeting of stockholders (a) pursuant to
the Corporation's notice of meeting, (b) by or at the direction of the Board of
Directors or (c) by any stockholder of the Corporation who was a stockholder of
record at the time of giving of the notice provided for in Section 3 of this
Article I, who is entitled to vote at the meeting and who complies with the
notice procedures set forth in this Section 8.

         (2) For nominations or other business to be properly brought before an
annual meeting by a stockholder pursuant to clause (c) of paragraph (A)(1) of
this Section 8, the stockholder must have given timely notice thereof in writing
to the Secretary of the Corporation, and such other business must otherwise be a
proper matter for stockholder action. To be timely, a stockholder's notice shall
be delivered to the Secretary at the principal executive offices of the
Corporation not later than the close of business on the 90th day nor earlier
than the close of business on the 120th day prior to the first anniversary of
the preceding year's annual meeting; provided, however, that

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in the event that the date of the annual meeting is more than 30 days before or
more than 60 days after such anniversary date, notice by the stockholder to be
timely must be so delivered not earlier than the close of business on the 120th
day prior to such annual meeting and not later than the close of business on the
later of the 90th day prior to such annual meeting or the 10th day following the
day on which public announcement of the date of such meeting is first made by
the Corporation. In no event shall the public announcement of an adjournment of
an annual meeting commence a new time period for the giving of a stockholder's
notice as described above. 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 all information relating to such person that is
required to be disclosed in solicitations of proxies for election of directors
in an election contest, or is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and Rule 14a-11 thereunder (including such person's written
consent to being named in the proxy statement as a nominee and to serving as a
director if elected); (b) as to any other business that the stockholder proposes
to bring before the meeting, a brief description of the business desired to be
brought before the meeting, 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 and (ii) the class and number of shares of the Corporation that are owned
beneficially and of record by such stockholder and such beneficial owner.

         (3) Notwithstanding anything in the second sentence of paragraph (A)(2)
of this Section 8 to the contrary, in the event that the number of directors to
be elected to the Board of Directors of the Corporation is increased and there
is no public announcement by the Corporation naming all of the nominees for
election as director or specifying the size of the increased Board of Directors
at least 100 days prior to the first anniversary of the preceding year's annual
meeting, a stockholder's notice required by this Section 8 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 at the
principal executive offices of the Corporation not later than the close of
business on the 10th day following the day on which such public announcement is
first made by the Corporation.

                  (B) Special Meetings of Stockholders.

                  Only such business shall be conducted at a special meeting of
stockholders as shall have been brought before the meeting pursuant to the
Corporation's notice of meeting. Nominations of persons for election to the
Board of Directors may be made at a special meeting of stockholders at which
directors are to be elected pursuant to the Corporation's notice of meeting (a)
by or at the direction of the Board of Directors or (b) provided that the Board
of Directors has determined that directors shall be elected at such meeting, by
any stockholder of the Corporation who is a stockholder of record at the time of
giving of notice provided for in this Section 8, who shall be entitled to vote
at the meeting and who complies with the notice procedures set forth in this
Section 8. In the event the Corporation calls a special meeting of

                                      -4-
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stockholders for the purpose of electing one or more directors to the Board of
Directors, any such stockholder may nominate a person or persons (as the case
may be), for election to such position(s) as specified in the Corporation's
notice of meeting, if the stockholder's notice required by paragraph (A)(2) of
this Section 8 shall be delivered to the Secretary at the principal executive
offices of the Corporation not later than the 10th day following the day on
which public announcement is first made of the date of the special meeting and
of the nominees proposed by the Board of Directors to be elected at such
meeting. In no event shall the public announcement of an adjournment of a
special meeting commence a new time period for the giving of a stockholder's
notice as described above.

                  (C) General.

         (1) Only such persons who are nominated in accordance with the
procedures set forth in this Section 8 shall be eligible to serve as directors
and only such business shall be conducted at a meeting of stockholders as shall
have been brought before the meeting in accordance with the procedures set forth
in this Section 8. Except as otherwise provided by law, the Certificate of
Incorporation or these Bylaws, the chairman of the meeting shall have the power
and duty to determine whether a nomination or any business proposed to be
brought before the meeting was made or proposed, as the case may be, in
accordance with the procedures set forth in this Section 8 and, if any proposed
nomination or business is not in compliance with this Section 8, to declare that
such defective proposal or nomination shall be disregarded.

         (2) For purposes of this Section 8, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or a comparable national news service or in a document publicly filed by
the Corporation with the Securities and Exchange Commission pursuant to Section
13, 14 or 15(d) of the Exchange Act.

         (3) Notwithstanding the foregoing provisions of this Section 8, a
stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set
forth in this Bylaw. Nothing in this Section 8 shall be deemed to affect any
rights (i) of stockholders to request inclusion of proposals in the
Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act or
(ii) of the holders of any series of preferred stock to elect directors under
specified circumstances.

                   SECTION 9. Inspectors. When required by law or directed by
                              ----------
the presiding officer or upon the demand of any stockholder entitled to vote,
not otherwise, the polls shall be opened and closed, the proxies and ballots
but shall be received and taken in charge, and all questions touching the
qualification of voters, the validity of proxies and the acceptance or rejection
of votes shall be decided at any meeting of the stockholders by two or more
Inspectors who may be appointed by the Board of Directors before the meeting, or
if not so appointed, shall be appointed by the presiding officer at the meeting.
If any person so appointed fails to appear or act, the vacancy may be filled by
appointment in like manner.

                  SECTION 10. 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

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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, as the case may be, the Board of Directors may fix, in advance, a record
date, which shall not be more than sixty (60) nor less than ten (10) days before
the date of such meeting.

                  If no record date is fixed, the record date for determining
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 notice is waived, at the close of business on the day next
preceding the day on which the meeting is held; and the record date for
determining stockholders for any other purpose shall be at the close of business
on the day on which the Board of Directors adopts the resolution relating
thereto. 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 the
adjourned meeting.


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

                               Board of Directors
                               ------------------


                  SECTION 1.  General Powers. The business and affairs of the
                              --------------
Corporation shall be managed by or under the direction of the Board of
Directors, who need not be stockholders of the Corporation. In addition to the
powers and authorities by these Bylaws expressly conferred upon them, the Board
of Directors may exercise all such powers of the Corporation and do all such
lawful acts and things as are not by statute or by the Certificate of
Incorporation or by these Bylaws required to be exercised or done by the
stockholders.

                  SECTION 2.  Number and Term of Office. Subject to the rights
                              -------------------------
of the holders of any class or series of preferred stock to elect additional
directors under specified circumstances, the number of directors shall be fixed
from time to time exclusively pursuant to a resolution adopted by a majority of
the Board. The directors, other than those who may be elected by the holders of
any class or series of preferred stock under specified circumstances, shall be
divided, with respect to the time for which they severally hold office, into
three classes, as nearly equal in number as is reasonably possible, designated
Class I, Class II and Class III, with the initial term of office of the Class I
directors to expire at the 2001 annual meeting of stockholders, the initial term
of office of the Class II directors to expire at the 2002 annual meeting of
stockholders and the initial term of office of the Class III directors to expire
at the 2003 annual meeting of stockholders, with each director to hold office
until his or her successor shall have been duly elected and qualified. At each
annual meeting of stockholders, commencing with the 2001 annual meeting,
directors elected to succeed those directors whose terms then expire shall be
elected for a term of office to expire at the third succeeding annual meeting of
stockholders after their election, with each director to hold office until his
or her successor shall have been duly elected and qualified. If the number of
directors is changed, any increase or decrease shall be apportioned among the
classes so as to maintain the number of directors in each

                                      -6-
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class as nearly equal as possible.

                  SECTION 3.  Removal, Vacancies and Additional Directors.
                              --------------------------------------------
Subject to the rights of any class of preferred stock or series thereof to elect
and remove additional directors under specified circumstances, any director may
be removed from office only for cause, by the affirmative vote of the holders of
at least 50% of the voting power of the then outstanding shares of Voting Stock,
voting together as a single class. Cause for removal shall be deemed to exist
only if the director whose removal is proposed (i) has been convicted in a court
of competent jurisdiction of a felony, and such conduct or conviction results in
material and demonstrable injury to the Corporation, (ii) has been adjudged by a
court of competent jurisdiction to be mentally incompetent or (iii) has been
adjudged by a court of competent jurisdiction to be liable for fraudulent or
dishonest conduct, or gross abuse of authority or discretion, resulting in
material and demonstrable injury to the Corporation, and, in each case, such
conviction or adjudication has become final and nonappealable. Vacancies caused
by any such removal and not filled by the stockholders at the meeting at which
such removal shall have been made, or any vacancy caused by the death or
resignation of any director or for any other reason, and any newly created
directorship resulting from any increase in the authorized number of directors,
may be filled by the affirmative vote of a majority of the directors then in
office, even if less than a quorum, or by a sole remaining director, or by
stockholders if such vacancy was caused by the removal of a director by the
action of stockholders. Any director so elected shall hold office for the
remainder of the full term of the class of directors in which the new
directorship was created or the vacancy occurred and until such director's
successor shall have been duly elected and qualified. No decrease in the number
of directors shall shorten the term of any incumbent director.

                  When one or more directors shall resign effective at a future
date, a majority of the directors then in office, including those who have so
resigned, shall have power to fill such vacancy or vacancies, the vote thereon
to take effect when such resignation or resignations shall become effective, and
each director so chosen shall hold office as herein provided in connection with
the filling of other vacancies.

                  SECTION 4.  Place of Meeting. The Board of Directors may hold
                              ----------------
its meetings in such place or places in the State of Delaware or outside the
State of Delaware as the Board from time to time shall determine.

                  SECTION 5.  Regular  Meetings.  Regular  meetings of the Board
                              -----------------
of Directors shall be held at such times and places as the Board from time to
time by resolution shall determine. No notice shall be required for any regular
meeting of the Board of Directors.

                  SECTION 6.  Special  Meetings.  Special  meetings of the Board
                              -----------------
of Directors shall be held whenever called by direction of the Chairman of the
Board, the President or by any two of the directors then in office.

                  Notice of the day, hour and place of holding of each special
meeting shall be given by telephone, electronic transmission, telegraph,
facsimile or telex at least two hours before the meeting or by causing the same
to be delivered personally or sent by certified, registered or

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overnight mail at least one day before the meeting to each director. Unless
otherwise indicated in the notice thereof, any and all business other than an
amendment of these Bylaws may be transacted at any special meeting, and an
amendment of these Bylaws may be acted upon if the notice of the meeting shall
have stated that the amendment of these Bylaws is one of the purposes of the
meeting. At any meeting at which every director shall be present, even though
without any notice, any business may be transacted, including the amendment of
these Bylaws.

                  SECTION 7.  Quorum. Subject to the provisions of Section 3 of
                              ------
this Article II, a majority of the members of the Board of Directors in office
shall constitute a quorum for the transaction of business and the vote of the
majority of the directors present at any meeting of the Board of Directors at
which a quorum is present shall be the act of the Board of Directors. If at any
meeting of the Board there is less than a quorum present, a majority of those
present may adjourn the meeting from time to time.

                  SECTION 8.  Organization. The Chairman of the Board or, in his
                              ------------
absence, the President shall preside at all meetings of the Board of Directors.
In the absence of the Chairman of the Board and the President at any meeting, a
Chairman for the purposes of that meeting shall be elected from the directors
present. The Secretary of the Corporation shall act as Secretary of all meetings
of the directors; but in the absence of the Secretary, the Chairman or the
President may appoint any person to act as Secretary of the meeting.

                  SECTION 9.  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. The Board 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 he or they 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 by resolution passed by a majority of the
whole Board, shall have and may exercise all the powers and authority of the
Board of Directors in the management of the business and the affairs of the
Corporation, and may authorize the seal of the Corporation to be affixed to all
papers that may require it; but no such committee shall have the power or
authority in reference to amending the Certificate of Incorporation, adopting an
agreement of merger or consolidation, recommending to the stockholders the sale,
lease or exchange of all or substantially all of the Corporation's property and
assets, recommending to the stockholders a dissolution of the Corporation or a
revocation of a dissolution, or amending these Bylaws; and unless such
resolution, these Bylaws, or the Certificate of Incorporation expressly so
provide, no such committee shall have the power or authority to declare a
dividend or to authorize the issuance of stock.

                  SECTION 10. Conference Telephone Meetings. Unless otherwise
                              -----------------------------
restricted by the Certificate of Incorporation or by these Bylaws, the members
of the Board of Directors or any committee designated by the Board, may
participate in a meeting of the Board or such committee, as the case may be, by
means of conference telephone or similar communications equipment by

                                       -8-
<PAGE>

means of which all persons participating in the meeting can hear each other, and
such participation shall constitute presence in person at such meeting. Each
party participating in such meeting shall be assumed to be able to hear and
communicate with each other party.

                  SECTION 11. Consent of Directors or Committee in Lieu of
                              --------------------------------------------
Meeting. Unless otherwise restricted by the Certificate of Incorporation or by
-------
these Bylaws, any action required or permitted to be taken at any meeting of the
Board of Directors, or of any committee thereof, may be taken without a meeting
if all members of the Board 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, as the case may be.

                  SECTION 12. Records. The Board of Directors shall cause to be
                              -------
kept a record containing the minutes of the proceedings of the meetings of the
Board of Directors and of the stockholders, appropriate stock books and
registers and such books of records and accounts as may be necessary for the
proper conduct of the business of the Corporation.

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

                                    Officers
                                    --------


                  SECTION 1.  Officers. The officers of the Corporation shall be
                              --------
a Chief Executive Officer, a President, one or more Vice Presidents, a Secretary
and a Treasurer, and such additional officers, if any, as shall be elected by
the Board of Directors pursuant to the provisions of Section 8 of this Article
III. The President, one or more Vice Presidents, the Secretary and the Treasurer
shall be elected by the Board of Directors at its first meeting after each
annual meeting of the stockholders. The failure to hold such election shall not
of itself terminate the term of office of any officer. All officers shall hold
office at the pleasure of the Board of Directors. Officers may, but need not, be
directors. Any number of offices may be held by the same person.

                  All officers, agents and employees shall be subject to
removal, with or without cause, at any time by the Board of Directors. The
removal of an officer without cause shall be without prejudice to his contract
rights, if any. The election or appointment of an officer shall not of itself
create contract rights. All agents and employees other than officers elected by
the Board of Directors shall also be subject to removal, with or without cause,
at any time by the officers appointing them.

                  Any vacancy caused by the death of any officer, his
resignation, his removal, or otherwise, may be filled by the Board of Directors,
and any officer so elected shall hold office at the pleasure of the Board of
Directors.

                  In addition to the powers and duties of the officers of the
Corporation as set forth in these Bylaws, the officers shall have such authority
and shall perform such duties as from time to time may be determined by the
Board of Directors.

                                       -9-
<PAGE>

                  SECTION 2.  Powers and Duties of the Chief Executive Officer.
                              ------------------------------------------------
The Chief Executive Officer, subject to the provisions of these Bylaws and to
the direction of the Board of Directors, shall have ultimate authority for
decisions relating to the general management and control of the business and
affairs of the Corporation. The Chief Executive Officer shall perform such other
duties as may be assigned by the Board of Directors from time to time and shall,
in the absence of the Chairman of the Board of Directors, preside at all
meetings of the stockholders and the Board of Directors.

                  SECTION 3.  Powers and Duties of the President. The President
                              ----------------------------------
shall have such powers and perform such duties as may from time to time be
assigned to him by these Bylaws or by the Board of Directors or the Chief
Executive Officer and in the absence of a Chief Executive Officer shall perform
the Chief Executive Officer's duties if requested by the Board of Directors.

                  SECTION 4.  Powers and Duties of the Vice Presidents. Each
                              ----------------------------------------
Vice President shall perform all duties incident to the office of Vice President
and shall have such other powers and perform such other duties as may from time
to time be assigned to him by these Bylaws or by the Board of Directors, the
Chief Executive Officer or the President or any other officer to whom the Vice
President reports.

                  SECTION 5.  Powers and Duties of the Secretary. The Secretary
                              ----------------------------------
shall keep the minutes of all meetings of the Board of Directors and the minutes
of all meetings of the stockholders in books provided for that purpose; the
Secretary shall attend to the giving or serving of all notices of the
Corporation; the Secretary shall have custody of the corporate seal of the
Corporation and shall affix the same to such documents and other papers as the
Board of Directors, the Chief Executive Officer or the President shall authorize
and direct; he shall have charge of the stock certificate books, transfer books
and stock ledgers and such other books and papers as the Board of Directors, the
Chief Executive Officer or the President shall direct, all of which shall at all
reasonable times be open to the examination of any director, upon application,
at the office of the Corporation during business hours; and he shall perform all
duties incident to the office of Secretary and shall also have such other powers
and shall perform such other duties as may from time to time be assigned to him
by these Bylaws or the Board of Directors, the Chief Executive Officer or the
President.

                  SECTION 6.  Powers and Duties of the Treasurer. The Treasurer
                              ----------------------------------
shall have custody of, and when proper shall pay out, disburse or otherwise
dispose of, all funds and securities of the Corporation that may have come into
his hands; he may endorse on behalf of the Corporation for collection checks,
notes and other obligations and shall deposit the same to the credit of the
Corporation in such bank or banks or depositary or depositories as the Board of
Directors may designate; he shall sign all receipts and vouchers for payments
made to the Corporation; he shall enter or cause to be entered regularly in the
books of the Corporation kept for the purpose full and accurate accounts of all
moneys received or paid or otherwise disposed of by him and whenever required by
the Board of Directors or the President shall render statements of such
accounts; he shall, at all reasonable times, exhibit his books and accounts to
any director of the Corporation upon application at the office of the
Corporation during business hours; and he

                                       10
<PAGE>

shall perform all duties incident to the office of Treasurer and shall also have
such other powers and shall perform such other duties as may from time to time
be assigned to him by these Bylaws or by the Board of Directors, the Chief
Executive Officer or the President.

                  SECTION 7.  Additional Officers. The Board of Directors may
                              -------------------
from time to time elect such other officers (who may but need not be directors),
including a Chief Operating Officer, Chief Financial Officer, Controller,
Assistant Treasurers, Assistant Secretaries and Assistant Controllers, as the
Board may deem advisable and such officers shall have such titles and such
authority and shall perform such duties as may from time to time be assigned to
them by the Board of Directors, the Chairman of the Board, the President or any
other officer to whom the officer reports.

                  The Board of Directors may from time to time by resolution
delegate to any Assistant Treasurer or Assistant Treasurers any of the powers or
duties herein assigned to the Treasurer; and may similarly delegate to any
Assistant Secretary or Assistant Secretaries any of the powers or duties herein
assigned to the Secretary.

                  SECTION 8.  Voting Upon Stocks. Unless otherwise ordered by
                              ------------------
the Board of Directors, the Chief Executive Officer, the President, the Chief
Operating Officer, the Chief Financial Officer or any Vice President shall have
full power and authority on behalf of the Corporation to attend and to act and
to vote, or in the name of the Corporation to execute proxies to vote, at any
meetings of stockholders of any corporation in which the Corporation may hold
stock, and at any such meetings shall possess and may exercise, in person or by
proxy, any and all rights, powers and privileges incident to the ownership of
such stock. The Board of Directors may from time to time, by resolution, confer
like powers upon any other person or persons.

                  SECTION 9.  Compensation of Officers. The officers of the
                              ------------------------
Corporation shall be entitled to receive such compensation for their services as
shall from time to time be determined by the Board of Directors.

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

                             Stock-Seal-Fiscal Year
                             ----------------------


                  SECTION 1.  Certificates For Shares of Stock. The certificates
                              --------------------------------
for shares of stock of the Corporation shall be in such form, not inconsistent
with the Certificate of Incorporation, as shall be approved by the Board of
Directors. All certificates shall be signed manually or in facsimile form, by
the Chairman of the Board, the President or a Vice President and by the
Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer,
and shall not be valid unless so signed.

                  In case any officer or officers who shall have signed any such
certificate or certificates shall cease to be such officer or officers of the
Corporation, whether because of death, resignation or otherwise, before such
certificate or certificates shall have been delivered by the

                                      -11-
<PAGE>

Corporation, such certificate or certificates may nevertheless be issued and
delivered as though the person or persons who signed such certificate or
certificates had not ceased to be such officer or officers of the Corporation.

                  All certificates for shares of stock shall be consecutively
numbered as the same are issued. The name of the person owning the shares
represented thereby with the number of such shares and the date of issue thereof
shall be entered on the books of the Corporation.

                  Except as hereinafter provided, all certificates surrendered
to the Corporation for transfer shall be canceled, and no new certificates shall
be issued until former certificates for the same number of shares have been
surrendered and canceled.

                  SECTION 2.  Lost, Stolen or Destroyed Certificates. Whenever a
                              --------------------------------------
person owning a certificate for shares of stock of the Corporation alleges that
it has been lost, stolen or destroyed, he shall file in the office of the
Corporation an affidavit setting forth, to the best of his knowledge and belief,
the time, place and circumstances of the loss, theft or destruction, and, if
required by the Board of Directors or any officer of the Corporation, a bond of
indemnity or other indemnification sufficient in the opinion of the Board of
Directors or any officer of the Corporation to indemnify the Corporation and its
agents against any claim that may be made against it or them on account of the
alleged loss, theft or destruction of any such certificate or the issuance of a
new certificate in replacement therefor. Thereupon the Corporation may cause to
be issued to such person a new certificate in replacement for the certificate
alleged to have been lost, stolen or destroyed.

                  SECTION 3.  Transfer of Shares. Shares of stock of the
                              ------------------
Corporation shall be transferred on the books of the Corporation by the holder
thereof, in person or by his attorney duly authorized in writing, upon surrender
and cancellation of certificates for the number of shares of stock to be
transferred, except as provided in the preceding section.

                  SECTION 4.  Regulations.  The Board of  Directors  shall  have
                              -----------
power and authority to make such rules and regulations as it may deem expedient
concerning the issue, transfer and registration of certificates for shares of
stock of the Corporation.

                  SECTION 5.  Dividends. Subject to the provisions of the
                              ---------
Certificate of Incorporation, the Board of Directors shall have power to declare
and pay dividends upon shares of stock of the Corporation, but only out of funds
available for the payment of dividends as provided by law.

                  Subject to the provisions of the Certificate of Incorporation,
any dividends declared upon the stock of the Corporation shall be payable on
such date or dates as the Board of Directors shall determine. If the date fixed
for the payment of any dividend shall in any year fall upon a legal holiday,
then the dividend payable on such date shall be paid on the next day not a legal
holiday.

                                      -12-
<PAGE>

                  SECTION 6.  Corporate Seal. The Board of Directors shall
                              --------------
provide a suitable seal, containing the name of the Corporation, which seal
shall be kept in the custody of the Secretary. A duplicate of the seal may be
kept and be used by any officer of the Corporation designated by the Board of
Directors, the Chairman of the Board or the President.

                  SECTION 7.  Fiscal Year. The fiscal year of the Corporation
                              -----------
shall begin on the first day of January and end on the thirty-first day of
December of each year.

                                    ARTICLE V
                                    ---------

                            Miscellaneous Provisions
                            ------------------------

                  SECTION 1.  Checks, Notes, Etc. All checks, drafts, bills of
                              ------------------
exchange, acceptances, notes or other obligations or orders for the payment of
money shall be signed and, if so required by the Board of Directors,
countersigned by such officers of the Corporation and/or other persons as the
Board of Directors from time to time shall designate.

                  Checks, drafts, bills of exchange, acceptances, notes,
obligations and orders for the payment of money made payable to the Corporation
may be endorsed for deposit to the credit of the Corporation with a duly
authorized depository by the Treasurer, or otherwise as the Board of Directors
may from time to time, by resolution, determine.

                  SECTION 2.  Waivers of Notice. Whenever any notice whatever is
                              -----------------
required to be given by law, by the Certificate of Incorporation or by these
Bylaws to any person or persons, a waiver thereof in writing or oral if
permitted by law, signed by the person or persons entitled to the notice,
whether before or after the time stated therein, shall be deemed equivalent
thereto. The attendance of any stockholder at a meeting in person or by proxy,
without protesting at the beginning of the meeting the lack of notice of such
meeting, shall constitute a waiver of notice of such stockholder.

                  SECTION 3.  Offices Outside Delaware. Except as otherwise
                              ------------------------
required by the laws of the State of Delaware, the Corporation may have an
office or offices and keep its books, documents and papers outside the State of
Delaware at such place or places as from time to time may be determined by the
Board of Directors, the Chairman of the Board or the President.

                  SECTION 4.  Audits. The accounts, books and records of the
                              ------
Corporation shall be audited upon the conclusion of each fiscal year by an
independent certified public accountant selected by the Board of Directors, and
it shall be the duty of the Board of Directors to cause such audit to be done
annually.

                  SECTION 5.  Resignations. Any director or any officer or
                              ------------
assistant officer, whether elected or appointed, may resign at any time by
giving written notice of such resignation to the Chairman, the President, or the
Secretary, and such resignation shall be deemed to be effective as of the close
of business on the date said notice is received or at such later time as is

                                      -13-
<PAGE>

specified therein. No formal action shall be required of the Board of Directors
or the stockholders to make any such resignation effective.

                  SECTION 6.  Indemnification of Directors, Officers and
                              ------------------------------------------
Employees.
---------

                  (A) Each person who was or is made a party or is threatened to
be made a party to or is involved in any action, suit, or proceeding, whether
civil, criminal, administrative or investigative (hereinafter, a "proceeding"),
by reason of the fact that he or she or a person of whom he or she is the legal
representative is or was a director or officer of the Corporation or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans maintained
or sponsored by the Corporation, whether the basis of such proceeding is alleged
action in an official capacity as a director, officer, employee or agent or in
any other capacity while serving as a director, officer, employee or agent,
shall be indemnified and held harmless by the Corporation to the fullest extent
authorized by the Delaware General Corporation Law (the "DGCL") as the same
exists or may hereafter be amended (but, in the case of any such amendment, only
to the extent that such amendment permits the Corporation to provide broader
indemnification rights than said law permitted the Corporation to provide prior
to such amendment), against all expense, liability and loss (including
attorneys' fees, judgments, fines, and excise taxes or penalties arising under
the Employee Retirement Income Security Act of 1974, as in effect from time to
time, and amounts paid or to be paid in settlement) reasonably incurred or
suffered by such person in connection therewith (each, a "Loss"), and such
indemnification shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of his or her heirs,
executors and administrators; provided, however, that except as provided in
paragraph (B) of this Section 6, the Corporation shall indemnify any such person
seeking indemnification in connection with a proceeding (or part thereof)
initiated by such person only if such proceeding (or part thereof) was
authorized by the Board of Directors. The right to indemnification conferred in
this Section 6 shall be a contract right and shall include the right to be paid
by the Corporation the expenses incurred in defending any such proceeding in
advance of its final disposition, such advances to be paid by the Corporation
within 20 days after the receipt by the Corporation of a statement or statements
from the claimant requesting such advance or advances from time to time;
provided, however, that if the DGCL requires, the payment of such expenses
incurred by a director or officer in his or her capacity as a director or
officer in advance of the final disposition of a proceeding, shall be made only
upon delivery to the Corporation of an undertaking by or on behalf of such
director or officer, to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be indemnified under
this Section 6 or otherwise. The Corporation may, to the extent authorized from
time to time by the Board of Directors, grant rights to indemnification, and
rights to have the Corporation pay the expenses incurred in defending any
proceeding in advance of its final disposition, to any employee or agent of the
Corporation to the fullest extent of the provisions of this Section 6 with
respect to the indemnification and advancement of expenses of directors and
officers of the Corporation.

                  (B) If a claim under paragraph (A) of this Section 6 is not
paid in full by the Corporation within 30 days after a written claim has been
received by the Corporation, the

                                      -14-
<PAGE>

claimant may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim and, if successful in whole or in part,
the claimant shall be entitled to be paid also the expense of prosecuting such
claim. It shall be a defense to any such action (other than an action brought to
enforce a claim for expenses incurred in defending any proceeding in advance of
its final disposition where the required undertaking, if any is required, has
been tendered to the Corporation) that the claimant has not met the standard of
conduct that makes it permissible under the DGCL for the Corporation to
indemnify the claimant for the amount claimed, but the burden of proving such
defense shall be on the Corporation. Neither the failure of the Corporation
(including its Board of Directors, independent legal counsel or stockholders) to
have made a determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances because he or she
has met the applicable standard of conduct set forth in the DGCL, nor an actual
determination by the Corporation (including its Board of Directors, independent
legal counsel or stockholders) that the claimant has not met such applicable
standard of conduct, shall be a defense to the action or create a presumption
that the claimant has not met the applicable standard of conduct.

                  (C) The right to indemnification and the payment of expenses
incurred in defending a proceeding in advance of its final disposition conferred
in this Section 6 shall not be exclusive of any other right that any person may
have or hereafter acquire under any statute, provision of the Certificate of
Incorporation, these Bylaws, agreement, vote of stockholders or otherwise. No
repeal or modification of this Section 6 shall in any way diminish or adversely
affect the rights of any director, officer, employee or agent of the Corporation
hereunder in respect of any occurrence or matter arising prior to any such
repeal or modification.

                  (D) The Corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the Corporation
or another corporation, partnership, joint venture, trust or other enterprise
against any Loss, regardless whether the Corporation would have the power to
indemnify such person against such Loss under the DGCL.

                  (E) If any provision or provisions of this Section 6 shall be
held to be invalid, illegal or unenforceable for any reason whatsoever: (1) the
validity, legality and enforceability of the remaining provisions of this
Section 6 (including, without limitation, each portion of any paragraph of this
Bylaw containing any such provision held to be invalid, illegal or
unenforceable, that is not itself held to be invalid, illegal or unenforceable)
shall not in any way be affected or impaired thereby; and (2) to the fullest
extent possible, the provisions of this Section 6 (including, without
limitation, each such portion of any paragraph of this Bylaw containing any such
provision held to be invalid, illegal or unenforceable) shall be construed so as
to give effect to the intent manifested by the provision held invalid, illegal
or unenforceable.

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

                                   Amendments
                                   ----------

                  These Bylaws and any amendment thereof may be altered, amended
or repealed, or new Bylaws may be adopted, at any meeting of the Board of
Directors; provided, however, that

                                      -15-
<PAGE>

the Bylaws adopted by the Board of Directors may be amended or repealed at any
meeting of the Board of Directors or at any meeting of the stockholders by
holders of a majority of the voting power of the then outstanding shares of
Voting Stock, provided in each case that the notice of such meeting shall have
stated that the amendment of these Bylaws was one of the purposes of the
meeting; provided, further, however, that, in the case of amendments or
adoptions by stockholders, notwithstanding any other provisions of these Bylaws
or any provision of law that might otherwise permit a lesser vote or no vote,
but in addition to any affirmative vote of the holders of any particular class
or series of the capital stock of the Corporation required by law, the
Certificate of Incorporation or these Bylaws, effective as of the Trigger Date,
the affirmative vote of the holders of at least 80% of the voting power of all
the then outstanding shares of stock entitled to vote generally for directors,
voting together as a single class, shall be required to alter, amend or repeal
any provision of these Bylaws or adopt any provision of these Bylaws
inconsistent with any other provision of these Bylaws.

                                      -16