<PAGE>   1



                                                                 Exhibit 3(ii)









                                     BY-LAWS

                                       of

                             TUSCARORA INCORPORATED

                          (a Pennsylvania corporation)



                              As Amended Effective
                                 April 16, 1998






<PAGE>   2




                                Index to By-Laws
                                ----------------
<TABLE>
<CAPTION>
Section                                                                                          Page
-------                                                                                          ----

                                               ARTICLE I
                                             SHAREHOLDERS
                                             ------------
<S>        <C>                                                                                   <C>
 1.01      Annual Meetings................................................................          1
 1.02      Special Meetings...............................................................          1
 1.03      Organization...................................................................          2
 1.04      Meetings by Telephone..........................................................          2


                                              ARTICLE II
                                              DIRECTORS
                                              ----------

 2.01      Number, Election and Term of Office............................................          3
 2.02      Regular Meetings; Notice.......................................................          3
 2.03      Annual Meetings................................................................          3
 2.04      Special Meetings; Notice.......................................................          4
 2.05      Organization...................................................................          4
 2.06      Meetings by Telephone..........................................................          5
 2.07      Presumption of Assent..........................................................          6
 2.08      Catastrophe....................................................................          6
 2.09      Resignations...................................................................          6
 2.10      Committees.....................................................................          7
 2.11      Personal Liability of Directors................................................          8


                                             ARTICLE III
                                       OFFICERS AND EMPLOYEES
                                       ----------------------

 3.01      Officers.......................................................................          9
 3.02      Additional Officers; Other Agents and
             Employees....................................................................          9
 3.03      The President..................................................................         10
 3.04      The Vice Presidents............................................................         10
 3.05      The Secretary and Assistant Secretaries........................................         11
 3.06      The Treasurer and Assistant Treasurers.........................................         12
 3.07      Vacancies......................................................................         13
 3.08      Delegation of Duties...........................................................         13


                                              ARTICLE IV
                                        SHARES OF CAPITAL STOCK
                                        -----------------------

 4.01      Share Certificates.............................................................         14
 4.02      Transfer of Shares.............................................................         14
 4.03      Lost, Stolen or Destroyed Certificates.........................................         15
 4.04      Holders of Record..............................................................         15
 4.05      Uncertificated Shares..........................................................         15
</TABLE>


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<TABLE>
<CAPTION>
Section                                                                                          Page
-------                                                                                          ----
<S>        <C>                                                                                   <C>
 4.06      Determinations as to Issuance, Transfer
             and Registration.............................................................         16


                                           ARTICLE V
                        MISCELLANEOUS CORPORATE TRANSACTIONS AND DOCUMENTS
                        --------------------------------------------------

 5.01      Execution of Notes, Checks, Contracts
           and Other Instruments..........................................................         16
 5.02      Voting Securities Owned by the Company.........................................         17


                                           ARTICLE VI
                                      GENERAL PROVISIONS
                                      ------------------

 6.01      Offices........................................................................         18
 6.02      Corporate Seal.................................................................         18
 6.03      Fiscal Year....................................................................         18
 6.04      Conflict with Articles.........................................................         18


                                         ARTICLE VII
                                         AMENDMENTS
                                         -----------

 7.01      Amendments.....................................................................         19
</TABLE>




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                             TUSCARORA INCORPORATED

                                     BY-LAWS

                                    ARTICLE I
                                  SHAREHOLDERS

     Section 1.01. Annual Meetings. Annual meetings of the shareholders shall be
held on the third Friday of December in each year if not a legal holiday, and if
a legal holiday, then on the next succeeding day which is not a legal holiday,
at 11:00 a.m. at the principal business office of the Company, or at such other
date, time and place as may be fixed by the Board of Directors. Written notice
of the annual meeting shall be given at least ten days prior to the meeting to
each shareholder entitled to vote thereat. Any business may be transacted at the
annual meeting regardless of whether the notice calling such meeting contains a
reference thereto, except as otherwise required by law.

     Section 1.02. Special Meetings. Special meetings of the shareholders may be
called at any time, for the purpose or purposes set forth in the call, by the
President or the Board of Directors, by delivering a written request to the
Secretary. Special meetings shall be held at the principal business office of

<PAGE>   5



the Company, or at such other place as may be fixed by the Board of Directors.
The Secretary shall thereupon fix the time and date of such special meeting,
which shall be held not more than sixty days after the receipt of such request,
and shall give due notice thereof. Written notice of each special meeting shall
be given at least five days prior to the meeting to each shareholder entitled to
vote thereat. Such notice shall specify the general nature of the business to be
transacted at such special meeting, and no other business may be transacted at
such special meeting.

     Section 1.03. Organization. A Chairman of the Board and Vice Chairman shall
be designated by the Directors. The Chairman of the Board, or in his absence,
the Vice Chairman, or in his absence, the President, or in his absence, a
Director designated by the Board, shall preside, and the Secretary, or in his
absence any Assistant Secretary, shall take the minutes, at all meetings of the
shareholders. In the absence of the Secretary and an Assistant Secretary, the
presiding officer shall designate any person to take the minutes of the meeting.

     Section 1.04. Meetings by Telephone. One or more shareholders may
participate in any annual or special meeting of the shareholders by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other. Participation 





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in a meeting in this manner by a shareholder will be considered to be attendance
in person for all purposes under these By-Laws.


                                   ARTICLE II
                                    DIRECTORS

     Section 2.01. Number, Election and Term of Office. The number, election and
term of office of Directors shall be as set forth in Article 8th (or any
successor article thereto) of the Articles of the Company.

     Section 2.02. Regular Meetings; Notice. Regular meetings of the Board of
Directors shall be held at such time and place as shall be designated by the
Board of Directors from time to time. Notice of such regular meetings shall not
be required, except as otherwise expressly required herein or by law, and except
that whenever the time or place of regular meetings shall be initially fixed and
then changed, notice of such action shall be given promptly by telephone or
otherwise to each Director not participating in such action. Any business may be
transacted at any regular meeting.

     Section 2.03. Annual Meetings. A regular meeting of the Board of Directors
shall be held immediately after and at the 




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same place as the annual meeting of the shareholders. Such regular meeting shall
be the annual organization meeting at which the Board of Directors shall
organize itself by electing officers and appointing members of standing
committees of the Board of Directors and may transact any other business.

     Section 2.04. Special Meetings; Notice. Special meetings of the Board of
Directors may be called at any time by the Board itself, or by the President, or
by at least one-fourth of the Directors, to be held at such place and day and
hour as shall be specified by the person or persons calling the meeting. Notice
of every special meeting of the Board of Directors shall be given by the
Secretary to each Director at least two days before the meeting. Any business
may be transacted at any special meeting regardless of whether the notice
calling such meeting contains a reference thereto, except as otherwise required
by law.

     Section 2.05. Organization. At all meetings of the Board of Directors, the
presence of at least a majority of the Directors in office shall be necessary
and sufficient to constitute a quorum for the transaction of business. If a
quorum is not present at any meeting, the meeting may be adjourned from time to
time by a majority of the Directors present until a quorum as aforesaid shall be
present, but notice of the time and place to which such meeting is adjourned
shall be given to any Directors 




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not present either by being sent by telegraph or given personally or by
telephone at least eight hours prior to the hour of reconvening. Except as
otherwise provided in the Articles of the Company, resolutions of the Board
shall be adopted, and any action of the Board upon any matter shall be valid and
effective, with the affirmative vote of a majority of the Directors present at a
meeting duly convened and at which a quorum is present. The Chairman of the
Board, if he is present, or if not, the Vice Chairman, if he is present, or if
not, the President, if he is present, or if not, a Director designated by the
Board, shall preside at each meeting of the Board. The Secretary, or in his
absence any Assistant Secretary, shall take the minutes at all meetings of the
Board of Directors. In the absence of the Secretary and an Assistant Secretary,
the presiding officer shall designate any person to take the minutes of the
meeting.

     Section 2.06. Meetings by Telephone. One or more Directors may participate
in any regular or special meeting of the Board of Directors or of a committee of
the Board of Directors by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other. Participation in a meeting in this manner by a
Director will be considered to be attendance in person for all purposes under
these By-Laws.






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     Section 2.07. Presumption of Assent. Minutes of each meeting of the Board
shall be made available to each Director at or before the next succeeding
meeting. Each Director shall be presumed to have assented to such minutes unless
his objection thereto shall be made to the Secretary at or within two days after
such succeeding meeting.

     Section 2.08. Catastrophe. Notwithstanding any other provisions of the
Pennsylvania Business Corporation Law, the Articles or these By-Laws, if any
emergency resulting from warlike damage or an attack on the United States or any
nuclear or atomic disaster, or any other national or local disaster, causes a
majority of the Board to be incapable of acting as such because of death or
other physical disability or difficulties of communication or transportation,
the other Director or Directors shall constitute a quorum for the sole purpose
of electing Directors to replace the Directors so incapable of acting. The
Directors so elected shall serve until such replaced Directors are able to
attend meetings of the Board or until the shareholders act to elect Directors
for such purpose. Questions as to the existence of such an emergency or disaster
or as to the fact of such incapacity shall be conclusively determined by such
other Director or Directors.





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     Section 2.09. Resignations. Any Director may resign by submitting his
resignation to the Secretary. Such resignation shall become effective upon its
receipt by the Secretary or as otherwise specified therein.

     Section 2.10. Committees. By resolution adopted by a majority of the whole
Board, standing or temporary committees, which may include an Executive
Committee, consisting of at least two Directors may be appointed by the Board of
Directors from time to time. Each such committee shall have and exercise such
authority of the Board of Directors in the management of the business and
affairs of the Company as the Board may specify from time to time, which may
include declaration of dividends, authorization of the issuance and terms of
sale of stock or debt securities, fixing the relative rights and preferences of
preferred stock or other securities issued by the Company and any other action
which the Pennsylvania Business Corporation Law provides shall or may be taken
by the Board of Directors. The Board may designate one or more Directors as
alternate members of any committee to replace any absent or disqualified member
at any meeting of the committee, and in the event of such absence or
disqualification, the member or members of such committee present at any meeting
and not disqualified from voting, whether or not such member or members
constitute a quorum, may unanimously appoint another Director to act at the
meeting in the place of any 



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such absent or disqualified member. Any action taken by any committee shall be
subject to alteration or revocation by the Board of Directors; provided,
however, that third parties shall not be prejudiced by such alteration or
revocation.

     Section 2.11. Personal Liability of Directors. 
     (a) Elimination of Liability. To the fullest extent that the laws of the
Commonwealth of Pennsylvania, as in effect on January 27, 1987 or as thereafter
amended, permit elimination or limitation of the liability of directors, no
Director of the Company shall be personally liable for monetary damages as such
for any action taken, or any failure to take any action, as a Director.

     (b) This Section 2.11 shall not apply to any actions filed prior to January
27, 1987, nor to any breach of performance of duty or any failure of performance
of duty by any Director of the Company occurring prior to January 27, 1987. The
provisions of this Section 2.11 shall be deemed to be a contract with each
Director of the Company who serves as such at any time while this Section 2.11
is in effect, and each such Director shall be deemed to be so serving in
reliance on the provisions of this Section 2.11. Any amendment or repeal of this
Section 2.11 or adoption of any other By-Law of this Company or provision of the
Articles of this Company which has the effect of increasing Director liability




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shall operate prospectively only and shall not have any effect with respect to
any action taken, or any failure to act, by a Director prior to such amendment,
repeal, By-Law or other provision becoming effective.

     (c) This Section 2.11 can be amended, altered, changed or repealed only if
the Article of the Company which is substantially identical to this Section 2.11
is at the same time amended, altered, changed or repealed in a substantially
identical manner.


                                   ARTICLE III
                             OFFICERS AND EMPLOYEES

     Section 3.01. Officers. The officers of the Company shall be the President,
the Secretary and the Treasurer, and may include one or more Vice Presidents as
the Board may from time to time determine, all of whom shall be elected by the
Board. Any two or more offices may be held by the same person. Each officer
shall hold office at the pleasure of the Board, or until his death or
resignation.

     Section 3.02. Additional Officers; Other Agents and Employees. The Board of
Directors may from time to time elect or 




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employ such additional officers, assistant officers, agents, employees and
independent contractors as the Board deems advisable; the Board or the Chief
Executive Officer shall prescribe their duties, conditions of employment and
compensation; and the Board shall have the right to dismiss them at any time,
without prejudice to their contract rights, if any. The Chief Executive Officer
may employ from time to time such other agents, employees and independent
contractors as he may deem advisable for the prompt and orderly transaction of
the business of the Company, and he may prescribe their duties and the
conditions of their employment, fix their compensation and dismiss them at any
time, without prejudice to their contract rights, if any.

     Section 3.03. The President. The President shall be the Chief Executive
Officer. Subject to the control of the Board of Directors, the President shall
have general management and executive powers over all the business, property and
employees of the Company and shall see that the policies and programs adopted or
approved by the Board of Directors are carried.

     Section 3.04. The Vice Presidents. Each Vice President shall have such
powers and duties as from time to time may be prescribed by the Board of
Directors or the officer of the Company to whom such Vice President is directly
responsible as determined by the Board of Directors or the Chief Executive
Officer.





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     Section 3.05. The Secretary and Assistant Secretaries. It shall be the duty
of the Secretary (a) to keep an original or duplicate record of the proceedings
of the shareholders and the Board of Directors, and a copy of the Articles and
of the By-Laws; (b) to give such notices as may be required by law or these
By-Laws; (c) to be custodian of the corporate records and of the seal of the
Company and see that the seal is affixed to such documents as may be necessary
or advisable; (d) to have charge of and keep, or cause to be kept by a transfer
agent or registrar, the stock books of the Company and such records as to the
identity of the shareholders, and as to the shares issued to and held of record
by them, as may be required by law; and (e) to exercise all powers and duties
incident to the office of Secretary; and the Secretary shall have such further
powers and duties as from time to time may be prescribed in these By-Laws or by
the Board of Directors or the Chief Executive Officer. The Secretary by virtue
of his office shall be an Assistant Treasurer. Each officer of the Company by
virtue of his office shall be an Assistant Secretary. The Assistant Secretaries
shall assist the Secretary in the performance of his duties and shall also
exercise such further powers and duties as from time to time may be prescribed
by the Board of Directors, the Chief Executive Officer or the Secretary. At the
direction of the Secretary or in his absence or 





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disability, an Assistant Secretary shall exercise the powers and duties of the
Secretary.

     Section 3.06. The Treasurer and Assistant Treasurers. It shall be the duty
of the Treasurer (a) to keep the Company's contracts, insurance policies,
leases, deeds and other business records; (b) to see that the Company's lists,
books, reports, statements, tax returns, certificates and other documents and
records required by law are properly prepared, kept and filed; (c) to be the
principal officer in charge of tax and financial matters, budgeting and
accounting of the Company; (d) to have charge and custody of and be responsible
for the Company's funds, securities and investments; (e) to receive and give
receipts for checks, notes, obligations, funds and securities of the Company,
and deposit monies and other valuable effects in the name and to the credit of
the Company, in such depositories as shall be designated by the Board of
Directors; (f) subject to the provisions of Section 5.01 hereof, to cause the
funds of the Company to be disbursed by payment in cash or by checks or drafts
upon the authorized depositories of the Company, and to cause to be taken and
preserved proper vouchers for such disbursements; (g) to render to the Board of
Directors and the Chief Executive Officer whenever they may require it an
account of all his transactions as Treasurer, and reports as to the financial
position and operations of the Company; (h) to keep appropriate, 





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complete and accurate books and records of account of all the Company's business
and transactions; and (i) to exercise all powers and duties incident to the
office of Treasurer; and the Treasurer shall have such further duties from time
to time as may be prescribed in these By-Laws or by the Board of Directors or
the Chief Executive Officer. The Assistant Treasurers shall assist the Treasurer
in the performance of his duties and shall also exercise such further powers and
duties as from time to time may be prescribed by the Board of Directors, the
Chief Executive Officer or the Treasurer. At the direction of the Treasurer or
in his absence or disability, an Assistant Treasurer shall exercise the powers
and duties of the Treasurer.

     Section 3.07. Vacancies. Any vacancy in any office or position by reason of
death, resignation, removal, disqualification, disability or other cause shall
be filled in the manner provided in this Article III for regular election or
appointment to such office.

     Section 3.08. Delegation of Duties. The Board of Directors may in its
discretion delegate for the time being the powers and duties, or any of them, of
any officer to any other person whom it may select.





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                                   ARTICLE IV
                             Shares of Capital Stock

     Section 4.01. Share Certificates. Shares of stock of the Company shall be
represented by certificates or, to the extent provided in Sections 4.05 and 4.06
below or as otherwise permitted or required by law, shall be uncertificated.
Share certificates shall be in such form as the Board of Directors may from time
to time prescribe in accordance with law. Such certificates shall be signed by
the Chief Executive Officer, countersigned by the Secretary or any other officer
so authorized by the Board and sealed with the seal of the Company, and such
signatures and seal may be facsimile or otherwise as permitted by law. In case
any officer of the Company who has signed, or whose facsimile signature has been
placed upon any share certificate, shall have ceased to be such officer because
of death, resignation, or otherwise, before the certificate is issued, the share
certificate may, nonetheless, be issued by the Company with the same effect as
if such person had not ceased to be such officer at the date of issue of the
share certificate.

     Section 4.02. Transfer of Shares. Except as otherwise provided by law,
transfers of shares of stock of the Company shall be made only upon the books of
the Company. Transfers of shares shall be made on the books of the Company in
accordance with the 





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provisions of the Pennsylvania Uniform Commercial Code, as the same may be
amended or supplemented from time to time, applicable commercial practices and
the other provisions of these By-Laws.

     Section 4.03. Lost, Stolen or Destroyed Certificates. The holder of any
certificate representing shares of stock of the Company shall immediately notify
the Company of any loss, theft or destruction of such certificate. New
certificates for shares of stock may be issued to replace such certificates upon
satisfactory proof of the loss, theft or destruction and upon such other terms
and conditions as the Board of Directors, the Chief Executive Officer or any
person designated by either of them may from time to time determine.

     Section 4.04. Holders of Record. The Company shall be entitled to treat any
person in whose name shares of stock of the Company stand on its books as the
holder and owner in fact thereof for all purposes, and it shall not be bound to
recognize any equitable or other claim to or interest in such shares on the part
of any other person, whether or not it shall have express or other notice
thereof, except as otherwise expressly provided by law.

     Section 4.05. Uncertificated Shares. All or part of the shares of Common
Stock of the Company may be uncertificated 





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shares to the extent determined by the Board of Directors (or by any officer or
other person as the Board may designate) from time to time; however, in no event
shall shares of Common Stock represented by a certificate be deemed
uncertificated until the certificate is surrendered to the Company.

     Section 4.06. Determinations as to Issuance, Transfer and Registration. The
Board of Directors (or any officer or other person as the Board may designate)
from time to time may make such rules, policies and procedures as it or such
person may deem appropriate concerning the issue, transfer and registration of
shares of stock of the Company, whether certificated or uncertificated.

                                    ARTICLE V
               MISCELLANEOUS CORPORATE TRANSACTIONS AND DOCUMENTS

     Section 5.01. Execution of Notes, Checks, Contracts and Other Instruments.
All notes, bonds, drafts, acceptances, checks, endorsements (other than for
deposit), guarantees and all evidences of indebtedness of the Company
whatsoever, and all deeds, mortgages, contracts and other instruments requiring
execution by the Company, may be signed by the Chairman of the Board, if an
officer of the Company, the Vice Chairman, if an officer of the Company, the
President, any Vice President or the 




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Treasurer, and authority to sign any of the foregoing, which may be general or
confined to specific instances, may be conferred by the Board upon any other
person or persons. Any person having authority to sign on behalf of the Company
may delegate, from time to time, by instrument in writing, all or any part of
such authority to any other person or persons if authorized to do so by the
Board, which authority may be general or confined to specific instances.
Facsimile signatures on checks may be used if authorized by the Board.

     Section 5.02. Voting Securities Owned by the Company. Securities owned by
the Company and having voting power in any other Company may be voted by the
Chairman of the Board, if an officer of the Company, the Vice Chairman, if an
officer of the Company, the President, any Vice President or the Treasurer,
unless the Board confers authority to vote with respect thereto, which may be
general or confined to specific investments, upon some other person. Any person
authorized to vote such securities shall have the power to appoint proxies, with
general power of substitution.





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                                   ARTICLE VI
                               GENERAL PROVISIONS

     Section 6.01. Offices. The principal business office of the Company shall
be at 800 Fifth Avenue, New Brighton, Pennsylvania 15066. The Company may also
have offices at such other places within or without the Commonwealth of
Pennsylvania as the business of the Company may require.

     Section 6.02. Corporate Seal. The Board of Directors shall prescribe the
form of a suitable corporate seal, which shall contain the full name of the
Company and the year and state of incorporation.

     Section 6.03. Fiscal Year. The fiscal year of the Company shall end on
August 31 or such other day as shall be fixed by the Board of Directors.

     Section 6.04. Conflict with Articles. To the extent any of the provisions
hereof conflict with the terms of the Articles of the Company, the terms of the
Articles shall control.





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                                   ARTICLE VII
                                   AMENDMENTS

     Section 7.01. Amendments. Subject to Section 2.11 hereof, these By-Laws may
be amended, altered or repealed, and new by-laws may be adopted, in the manner
provided for in Section 10.1 of Article 10th of the Articles of the Company (or
any successor section thereto). No provision of these By-Laws shall vest any
property or contract right in any person.





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