<PAGE>

                                                                    EXHIBIT 3.40

                                    BYLAWS
                                      OF
        EVEREST HEALTHCARE TEXAS HOLDING CORP., a Delaware corporation

                               TABLE OF CONTENTS
                       (Adopted as of October 26, 1999)

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                                                                            Page

                                   ARTICLE I

                            IDENTIFICATION; OFFICES
<S>                                                                         <C>
SECTION 1.01    Name.......................................................  1

SECTION 1.02    Principal and Business Offices.............................  1

SECTION 1.03    Registered Agent and Office................................  1

SECTION 1.04    Place of Keeping Corporate Records.........................  1

                                  ARTICLE II

                                 STOCKHOLDERS

SECTION 2.01    Annual Meeting.............................................  1

SECTION 2.02    Special Meeting............................................  1

SECTION 2.03    Place of Stockholder Meetings..............................  2

SECTION 2.04    Notice of Meetings.........................................  2

SECTION 2.05    Quorum and Adjourned Meetings..............................  2

SECTION 2.06    Fixing of Record Date......................................  2

SECTION 2.07    Voting List................................................  3

SECTION 2.08    Voting.....................................................  3

SECTION 2.09    Proxies....................................................  4

SECTION 2.10    Ratification of Acts of Directors and Officers.............  4

SECTION 2.11    Informal Action of Stockholders............................  4

SECTION 2.12    Organization...............................................  4

                                  ARTICLE III

                                   DIRECTORS

SECTION 3.01    Number and Tenure of Directors.............................  5

SECTION 3.02    Election of Directors......................................  5

SECTION 3.03    Special Meetings...........................................  5

SECTION 3.04    Notice of Special Meetings of the Board of Directors.......  5

SECTION 3.05    Quorum.....................................................  5
</TABLE>


                                      -i-
<PAGE>

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                                                                            Page

<S>                                                                         <C>

SECTION 3.06    Voting.....................................................   5

SECTION 3.07    Vacancies..................................................   5

SECTION 3.08    Removal of Directors.......................................   6

SECTION 3.09    Informal Action of Directors...............................   6

SECTION 3.10    Participation by Conference Telephone......................   6

                                  ARTICLE IV

                               WAIVER OF NOTICE

SECTION 4.01  Written Waiver of Notice.....................................   6

SECTION 4.02  Attendance as Waiver of Notice...............................   6

                                   ARTICLE V

                                  COMMITTEES

SECTION 5  General Provisions..............................................   7


                                  ARTICLE VI

                                   OFFICERS

SECTION 6.01    General Provisions.........................................   7

SECTION 6.02    Election and Term of Office................................   7

SECTION 6.03    Renewal of Officers........................................   8

SECTION 6.04    The President/Chief Executive Officer......................   8

SECTION 6.05    The Chairman of the Board..................................   8

SECTION 6.06    Vice Chairman of the Board.................................   8

SECTION 6.07    The Vice President.........................................   8

SECTION 6.08    The Secretary..............................................   8

SECTION 6.09    The Assistant Secretary....................................   9

SECTION 6.10    The Chief Financial Officer/Treasurer......................   9

SECTION 6.11    The Assistant Treasurer....................................   9

SECTION 6.12    Other Officers, Assistant Officers and Agents..............   9

SECTION 6.13    Absence of Officers........................................  10

SECTION 6.14    Compensation...............................................  10

SECTION 6.15    Indemnification............................................  10
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                                      -ii-
<PAGE>

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                                                                            Page

                                  ARTICLE VII

                            CERTIFICATES FOR SHARES
<S>                                                                         <C>
Section 7.01    Certificates of Shares......................................  10

Section 7.02    Signatures of Former Officer, Transfer Agent or Registrar...  11

Section 7.03    Transfer of Shares..........................................  11

Section 7.04    Lost, Destroyed or Stolen Certificates......................  11

                                 ARTICLE VIII

                                   DIVIDENDS

SECTION 8  Dividends........................................................  11


                                  ARTICLE IX

                     CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION 9.01    Contracts...................................................  11

SECTION 9.02    Loans.......................................................  12

SECTION 9.03    Checks, Drafts, Etc.........................................  12

SECTION 9.04    Deposits....................................................  12

                                   ARTICLE X

                                  AMENDMENTS

SECTION 10      Amendments..................................................  12
</TABLE>

                                     -iii-
<PAGE>

                                    BYLAWS

                                      OF

                    EVEREST HEALTHCARE TEXAS HOLDING CORP.
                       (Adopted as of October 26, 1999)


                                   ARTICLE I
                                   ---------

                            IDENTIFICATION; OFFICES
                            -----------------------

SECTION 1.01.  Name.  The name of the corporation is EVEREST HEALTHCARE TEXAS
HOLDING CORP. (the "Corporation").

SECTION 1.02.  Principal and Business Offices.  The Corporation may have such
principal and other business offices, either within or outside of the state of
Delaware, as the Board of Directors may designate or as the Corporation's
business may require from time to time.

SECTION 1.03.  Registered Agent and Office.  The Corporation's registered agent
may be changed from time to time by or under the authority of the Board of
Directors.  The address of the Corporation's registered agent may change from
time to time by or under the authority of the Board of Directors, or the
registered agent.  The business office of the Corporation's registered agent
shall be identical to the registered office.  The Corporation's registered
office may be but need not be identical with the Corporation's principal office
in the state of Delaware.  The initial registered agent and registered office
shall be the United States Corporation Company, 229 South State Street, Dover,
Delaware 19901.

SECTION 1.04.  Place of Keeping Corporate Records.  The records and documents
required by law to be kept by the Corporation permanently shall be kept at the
Corporation's principal office.


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

                                 STOCKHOLDERS
                                 ------------

SECTION 2.01.  Annual Meeting.  An annual meeting of the stockholders shall be
held on the second Monday of October of each year, or on such other date as may
be determined by resolution of the Board of Directors; provided, however, that
if in any year such date is a legal holiday, such meeting shall be held on the
next succeeding business day.  At each annual meeting, the stockholders shall
elect directors to hold office for the term provided in Section 3.01 of these
By-laws.

                                      -1-
<PAGE>

SECTION 2.02.  Special Meeting.  A special meeting of the stockholders may be
called by the President of the Corporation, the Board of Directors, or by such
other officers or persons as the Board of Directors may designate.

SECTION 2.03.  Place of Stockholder Meetings.  The Board of Directors may
designate any place, either within or without the State of Delaware, as the
place of meeting for any annual meeting or for any special meeting.  If no such
place is designated by the Board of Directors, the place of meeting will be the
principal business office of the Corporation.

SECTION 2.04.  Notice of Meetings.  Unless waived as herein provided, whenever
stockholders are required or permitted to take any action at a meeting, written
notice of the meeting shall be given stating 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.  Such written notice shall be given not less than
ten (10) days nor more than sixty (60) days before the date of the meeting to
each stockholder entitled to vote at the meeting or in the event of a merger,
consolidation, share exchange, dissolution or sale, lease or exchange of all or
substantially all of the Corporation's property, business or assets not less
than twenty (20) days before the date of the meeting.  If mailed, notice is
given when deposited in the United States mail, postage prepaid, directed to the
stockholder at the stockholder's address as it appears on the records of the
Corporation.

When a meeting is adjourned to another time or place in accordance with Section
2.05 of these Bylaws, notice need not be given of the adjourned meeting if the
time and place thereof are announced at the meeting in which the adjournment is
taken.  At the adjourned meeting the Corporation may conduct any business which
might have been transacted 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 meeting.

SECTION 2.05.  Quorum and Adjourned Meetings.  Unless otherwise provided by law
or the Corporation's Articles of Incorporation, a majority of the shares
entitled to vote, present in person or represented by proxy, shall constitute a
quorum at a meeting of stockholders.  If less than a majority of the shares
entitled to vote at a meeting of stockholders is present in person or
represented by proxy at such meeting, a majority of the shares so represented
may adjourn the meeting from time to time without further notice.  At any
adjourned meeting at which a quorum is present, any business may be transacted
which might have been transacted at the original meeting.  The stockholders
present at a meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of such number of stockholders as may leave less
than a quorum.

SECTION 2.06.  Fixing of Record Date.  (a)  For the purpose of determining
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, the Board of Directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the Board of Directors, and which record date shall
not be more than sixty nor less than ten days before the date of such meeting.
If no record date is fixed by the Board of Directors, 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

                                      -2-
<PAGE>

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. 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.

(b)  For the purpose of determining stockholders entitled to consent to
corporate action in writing without a meeting, the Board of Directors may fix a
record date, which record date shall not precede the date upon which the
resolution fixing the record date is established by the Board of Directors, and
which date shall not be more than ten (10) days after the date on which the
resolution fixing the record date is adopted by the Board of Directors. If no
record date has been fixed by the Board of Directors, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the Board of Directors is required by
law, shall be the first date on which a signed written consent setting forth the
action taken or proposed to be taken is delivered to the Corporation by delivery
to its registered office in the State of Delaware, its principal office, or an
officer or agent of the Corporation having custody of the book in which the
proceedings of meetings of stockholders are recorded. Delivery to the
Corporation's registered office shall be by hand or by certified or registered
mail, return receipt requested. If no record date has been fixed by the Board of
Directors and prior action by the Board of Directors is required by law, the
record date for determining stockholders' consent to corporate action in writing
without a meeting shall be the close of business on the day on which the Board
of Directors adopts the resolution taking such prior action.

(c)  For the purpose of determining the stockholders entitled to receive payment
of any dividend or other distribution or allotment of any rights or the
stockholders entitled to exercise any rights in respect to any change,
conversion or exchange of stock, or for the purpose of any other lawful action,
the Board of Directors may fix the record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted,
and which record date shall be not more than sixty (60) days prior to such
action. If no record date is fixed, the record date for determining the
stockholders for any such purpose shall be the close of business on the day on
which the Board of Directors adopts the resolution relating thereto.

SECTION 2.07.  Voting List.  The officer who has charge of the stock ledger of
the Corporation shall prepare and make, at least ten (10) days before every
meeting of stockholders, a complete list of stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten (10) days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the place of the meeting during the
whole time thereof, and may be inspected by any stockholder who is present.

SECTION 2.08.  Voting.  Unless otherwise provided by the Articles of
Incorporation, each stockholder shall be entitled to one vote for each share of
capital stock held by each stockholder. In all matters other than the election
of directors, the affirmative vote of the majority of shares

                                      -3-
<PAGE>

present in person or represented by proxy at the meeting and entitled to vote on
the subject matter shall be the act of the stockholders. Directors shall be
elected by plurality of the votes of the shares present in person or represented
by a proxy at the meeting entitled to vote on the election of directors.

SECTION 2.09.  Proxies.  Each 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, but no such proxy shall be voted or acted upon after three years from its
date, unless the proxy provides for a longer period.  A duly executed proxy
shall be irrevocable if it states that it is irrevocable and if, and only as
long as, it is coupled with an interest sufficient in law to support an
irrevocable power.  A proxy may remain irrevocable regardless of whether the
interest with which it is coupled is an interest in the stock itself or an
interest in the Corporation generally.

SECTION 2.10.  Ratification of Acts of Directors and Officers.  Except as
otherwise provided by law or by the Articles of Incorporation of the
Corporation, any transaction or contract or act of the Corporation or of the
directors or the officers of the Corporation may be ratified by the affirmative
vote of the holders of the number of shares which would have been necessary to
approve such transaction, contract or act at a meeting of stockholders, or by
the written consent of stockholders in lieu of a meeting.

SECTION 2.11.  Informal Action of Stockholders.  Any action required to be taken
at any annual or special meeting of stockholders of the Corporation, or any
action which may be taken at any annual or special meeting of such stockholders,
may be taken without a meeting, without prior notice and without a vote, if a
consent or consents in writing, setting forth the action so taken, shall be
signed by the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted.
Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to those stockholders who have not
consented in writing.  In the event that the action which is consented to is
such as would have required the filing of a certificate with any governmental
body, if such action had been voted on by stockholders at a meeting thereof, the
certificate filed shall state, in lieu of any statement required by law
concerning any vote of stockholders, that written consent had been given in
accordance with the provisions of Section 228 of the Delaware General
Corporation Law, and that written notice has been given as provided in such
section.

SECTION 2.12.  Organization.  Such person as the Board of Directors may
designate or, in the absence of such a designation, the president of the
Corporation or, in his or her absence, such person as may be chosen by the
holders of a majority of the shares entitled to vote who are present, in person
or by proxy, shall call to order any meeting of the stockholders and act as
chairman of such meeting.  In the absence of the secretary of the Corporation,
the chairman of the meeting shall appoint a person to serve as secretary at the
meeting.

                                      -4-
<PAGE>

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

                                   DIRECTORS
                                   ---------

SECTION 3.01.  Number and Tenure of Directors.  The number of directors of the
Corporation shall consist of not less than one (1) nor more than five (5)
members.  The initial Board shall consist of three (3) members.  Each director
shall hold office until such director's successor is elected and qualified or
until such director's earlier resignation or removal.  Any director may resign
at any time upon written notice to the Corporation.

SECTION 3.02.  Election of Directors.  Directors shall be elected at the annual
meeting of stockholders.  In all elections for directors, every stockholder
shall have the right to vote the number of shares owned by such stockholder for
each director to be elected.

SECTION 3.03.  Special Meetings.  Special meetings of the Board of Directors may
be called by or at the request of the Chairman of the Board, the President or at
least one-third of the number of directors constituting the whole board.  The
person or persons authorized to call special meetings of the Board of Directors
may fix any place, either within or without the State of Delaware, as the place
for holding any special meeting of the Board of Directors called by them.

SECTION 3.04.  Notice of Special Meetings of the Board of Directors.  Notice of
any special meeting of the Board of Directors shall be given at least two (2)
days previous thereto by written notice to each director at his or her address.
If mailed, such notice shall be deemed to be delivered when deposited in the
United States Mail so addressed, with first-class postage thereon prepaid.  If
sent by any other means (including facsimile, courier, or express mail, etc.),
such notice shall be deemed to be delivered when actually delivered to the home
or business address of the director.

SECTION 3.05.  Quorum.  A majority of the total number of directors fixed by
these Bylaws, or in the absence of a By-Law which fixes the number of directors,
the number stated in the Articles of Incorporation or named by the incorporator,
shall constitute a quorum for the transaction of business. If less than a
majority of the directors are present at a meeting of the Board of Directors, a
majority of the directors present may adjourn the meeting from time to time
without further notice.

SECTION 3.06.  Voting.  The vote of the majority of the directors present at a
meeting at which a quorum is present shall be the act of the Board of Directors,
unless the Delaware General Corporation Law or the Articles of Incorporation
requires a vote of a greater number.

SECTION 3.07.  Vacancies.  Vacancies in the Board of Directors may be filled by
a majority vote of the Board of Directors or by an election either at an annual
meeting or at a special meeting of the stockholders called for that purpose.
Any directors elected by the stockholders to fill a vacancy shall hold office
for the balance of the term for which he or she was elected.  A director
appointed by the Board of Directors to fill a vacancy shall serve until the next
meeting of stockholders at which directors are elected.

                                      -5-
<PAGE>

SECTION 3.08.  Removal of Directors.  A 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; provided,
however, that if cumulative voting obtains and less than the entire Board of
Directors is to be removed, no director may be removed without cause if the
votes cast against such director's removal would be sufficient to elect him if
then cumulatively voted at an election of the entire Board of Directors.

SECTION 3.09.  Informal Action of Directors.  Unless otherwise restricted by the
Articles of Incorporation or 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 of Directors 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 of Directors or
committee.

SECTION 3.10.  Participation by Conference Telephone.  Members of the Board of
Directors, or any committee designated by such board, may participate in a
meeting of the Board of Directors, or committee thereof, by means of conference
telephone or similar communications equipment as long as all persons
participating in the meeting can speak with and hear each other, and
participation by a director pursuant to this Section 3.10 shall constitute
presence in person at such meeting.


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

                                WAIVER OF NOTICE
                                ----------------

SECTION 4.01.  Written Waiver of Notice.  A written waiver of any required
notice, signed by the person entitled to notice, whether before or after the
date stated therein, shall be deemed equivalent to notice.  Neither the business
to be transacted at, nor the purpose of, any regular or special meeting of
stockholders, directors or members of a committee of directors need be specified
in any written waiver of notice.

SECTION 4.02.  Attendance as Waiver of 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, and objects at
the beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened.

                                      -6-
<PAGE>

                                   ARTICLE V
                                   ---------

                                  COMMITTEES
                                  ----------

SECTION 5.01.  General Provisions.  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 at any meeting of a
committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not such member or members constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in the place of any such absent or disqualified member.  Any such
committee, to the extent provided in the resolution of the Board of Directors,
shall have and may exercise all the powers and authority of the Board of
Directors in the management of the business and affairs of the Corporation, and
may authorize the seal of the Corporation to be affixed to all papers which may
require it; but no such committee shall have the power or authority in reference
to amending the Articles 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 the Bylaws of the Corporation; and, unless the
resolution so provides, no such committee shall have the power or authority to
declare a dividend, to authorize the issuance of stock or to adopt a certificate
of ownership and merger, pursuant to Section 253 of the Delaware General
Corporation Law.


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

                                   OFFICERS
                                   --------

SECTION 6.01.  General Provisions.  The Board of Directors shall elect a
President and a Secretary of the Corporation.  The Board of Directors may also
elect a Chairman of the Board, one or more Vice Chairmen of the Board, one or
more Vice Presidents, a Treasurer, one or more Assistant Secretaries and
Assistant Treasurers and such additional officers as the Board of Directors may
deem necessary or appropriate from time to time.  Any two or more offices may be
held by the same person.  The officers elected by the Board of Directors shall
have such duties as are hereafter described and such additional duties as the
Board of Directors may from time to time prescribe.

SECTION 6.02.  Election and Term of Office.  The officers of the Corporation
shall be elected annually by the Board of Directors at the regular meeting of
the Board of Directors held after each annual meeting of the stockholders.  If
the election of officers is not held at such meeting, such election shall be
held as soon thereafter as may be convenient.  New offices of the Corporation
may be created and filled and vacancies in offices may be filled at any time, at
a meeting or by the written consent of the Board of Directors.  Unless removed
pursuant to Section 6.03 of these Bylaws, each officer shall hold office until
his successor has been duly elected and qualified, or until his earlier

                                      -7-
<PAGE>

death or resignation. Election or appointment of an officer or agent shall not
of itself create contract rights.

SECTION 6.03.  Removal of Officers.  Any officer or agent elected or appointed
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(s) so removed.

SECTION 6.04.  The President/Chief Executive Officer.  The President/Chief
Executive Officer shall be the principal executive officer of the Corporation
and, subject to the control of the Board of Directors, shall in general
supervise and control all of the business and affairs of the Corporation. The
President/Chief Executive Officer shall preside at all meetings of the
shareholders and at any meeting of the Board of Directors when the Chairman of
the Board is absent.  The President/Chief Executive Officer shall see that
orders and resolutions of the Board of Directors are carried into effect and may
sign bonds, mortgages, certificates for shares and all other contracts and
documents requiring execution on behalf of the Corporation.

The President/Chief Executive Officer may from time to time delegate any such
duties to the other officers of the Corporation.

SECTION 6.05.  The Chairman of the Board.  The Chairman of the Board, if one is
chosen, shall be chosen from among the members of the board.  If the Chairman of
the Board has not been designated Chief Executive Officer, the Chairman of the
Board shall perform such duties as may be assigned to the Chairman of the Board
by the Chief Executive Officer or by the Board of Directors.

SECTION 6.06.  Vice Chairman of the Board.  In the absence of the Chief
Executive Officer or in the event of his inability or refusal to act, if the
Chairman of the Board has been designated Chief Executive Officer, the Vice
Chairman, or if there be more than one, the Vice Chairmen, in the order
determined by the Board of Directors, shall perform the duties of the Chief
Executive Officer, and when so acting shall have all the powers of and be
subject to all the restrictions upon the Chief Executive Officer.  At all other
times, the Vice Chairman or Vice Chairmen shall perform such duties and have
such powers as the Chief Executive Officer or the Board of Directors may from
time to time prescribe.

SECTION 6.07.  The Vice President.  The Vice President shall have such powers
and perform such duties as from time to time assigned by the Board of Directors
or the President.  The Vice President shall have all the powers of and perform
all the duties of the President in the event of the President's absence or
inability to act.  The Vice President shall be responsible for the selection of
any Facility Director pursuant to the Medicare Regulations.


SECTION 6.08.  The Secretary.  The Secretary shall attend and keep minutes of
the meetings of the shareholders and any standing committee, as well as any
additional meetings of the Corporation. The Secretary shall give, or cause to be
given, notice of all meetings of the shareholders and the Board of Directors,
and shall perform such other duties as may be prescribed

                                      -8-
<PAGE>

by the Board of Directors or the President. The Secretary shall have custody of
the corporate seal and shall affix it to all proper instruments when deemed
advisable by him or her. The Secretary shall be responsible for all of the books
and records of the Corporation except the financial books and records kept by
the Chief Financial Officer/Treasurer.

SECTION 6.09.  The Assistant Secretary.  The Assistant Secretary, or if there be
more than one, the Assistant Secretaries in the order determined by the Board of
Directors (or if there be no such determination, then in the order of their
election), shall, in the absence of the Secretary or in the event of his
inability or refusal to act, perform the duties and exercise the powers of the
Secretary and shall perform such other duties and have such other powers as the
Chief Executive Officer or the Board of Directors may from time to time
prescribe.

SECTION 6.10.  The Chief Financial Officer/Treasurer.  The Chief Financial
Officer/Treasurer shall have custody of the Corporation's funds and securities,
shall keep full and accurate account of receipts and disbursements in books and
records belonging to the Corporation and shall deposit all monies and other
valuable effects in the name of and to the credit of the Corporation in such
depositories as may be designated by the Board of Directors.  The Chief
Financial Officer/Treasurer shall disburse the funds of the Corporation as may
be ordered by the shareholders, taking proper vouchers for such disbursements,
and shall render to the President/Chief Executive Officer and shareholders, at
regular meetings, or when the shareholders so require, an account of all his or
her transactions as Chief Financial Officer/Treasurer and of the financial
condition of the Corporation. The Chief Financial Officer/Treasurer may act on
behalf of the Corporation and sign documents requiring execution in connection
with any financial accommodations, subject to the Board of Directors, and
agreements which may from time to time regulate any financial relationship of
the Corporation.  The Chief Financial Officer/Treasurer may sign bonds,
mortgages, certificates for shares and all other contracts and documents
requiring execution on behalf of the Corporation, except as otherwise
prohibited.  The Chief Financial Officer/Treasurer shall restore to the
Corporation, in case of his or her death, resignation, retirement or removal
from office, all books, papers, vouchers, money and other property of whatever
kind in his or her possession or under his or her control belonging to the
Corporation.  The Chief Financial Officer/Treasurer may from time to time
delegate any such duties to any Treasurer.

SECTION 6.11.  The Assistant Treasurer.  The Assistant Treasurer, or if there
shall be more than one, the Assistant Treasurers in the order determined by the
Board of Directors (or if there be no such determination, then in the order of
their election), shall, in the absence of the Treasurer or in the event of his
inability or refusal to act, perform the duties and exercise the powers of the
Treasurer and shall perform such other duties and have such other powers as the
Chief Executive Officer or the Board of Directors may from time to time
prescribe.

SECTION 6.12.  Other Officers, Assistant Officers and Agents.  Officers,
Assistant Officers and Agents, if any, other than those whose duties are
provided for in these bylaws, shall have such authority and perform such duties
as may from time to time be prescribed by resolution of the Board of Directors.

                                      -9-
<PAGE>

SECTION 6.13.  Absence of Officers.  In the absence of any officer of the
Corporation, or for any other reason the Board of Directors may deem sufficient,
the Board of Directors may delegate the powers or duties, or any of such powers
or duties, of any officers or officer to any other officer or to any director.

SECTION 6.14.  Compensation.  The Board of Directors shall have the authority to
establish reasonable compensation of all officers for services to the
Corporation.

SECTION 6.15.  Indemnification.  Any officer, employee, and/or agent of the
Corporation shall be indemnified to the fullest extent permitted by the Delaware
General Corporation Law, as amended.

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

                            CERTIFICATES FOR SHARES
                            -----------------------

SECTION 7.01.  Certificates of Shares.  The shares of the Corporation shall be
represented by certificates, provided that the Board of Directors of the
Corporation may provide by resolution or resolutions that some or all of any or
all classes or series of its stock shall be uncertificated shares. Any such
resolution shall not apply to shares represented by a certificate until such
certificate is surrendered to the Corporation.  Notwithstanding the adoption of
such a resolution by the Board of Directors, every holder of stock represented
by certificates and upon request every holder of uncertificated shares shall be
entitled to have a certificate signed by, or in the name of the Corporation by
the Chairman or Vice Chairman of the Board of Directors, Chief Executive
Officer, or the President or Vice President, and by the Treasurer or an
Assistant Treasurer, or the Secretary or an Assistant Secretary of the
Corporation representing the number of shares registered in certificate form.
Any or all the signatures on the certificate may be a facsimile.

SECTION 7.02.  Signatures of Former Officer, Transfer Agent or Registrar.  In
case any officer, transfer agent, or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent or registrar before such certificate is issued, it may
be issued by the Corporation with the same effect as if such person or entity
were such officer, transfer agent or registrar at the date of issue.

SECTION 7.03.  Transfer of Shares.  Transfers of shares of the Corporation shall
be made only 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 or her attorney thereunto authorized by power of attorney
duly executed and filed with the Secretary of the Corporation, and on surrender
for cancellation of certificate for such shares.  Prior to due presentment of a
certificate for shares for registration of transfer, the Corporation may treat a
registered owner of such shares as the person exclusively entitled to vote, to
receive notifications and otherwise have and exercise all of the right and
powers of an owner of shares.

SECTION 7.04.  Lost, Destroyed or Stolen Certificates.  Whenever a certificate
representing shares of the Corporation has been lost, destroyed or stolen, the
holder thereof may file in the office of the Corporation an affidavit setting
forth, to the best of his knowledge and belief, the time, place, and

                                     -10-
<PAGE>

circumstance of such loss, destruction or theft together with a statement of
indemnity sufficient in the opinion of the Board of Directors to indemnify the
Corporation against any claim that may be made against it on account of the
alleged loss of any such certificate. Thereupon the Board of Directors may cause
to be issued to such person or such person's legal representative a new
certificate or a duplicate of the certificate alleged to have been lost,
destroyed or stolen. In the exercise of its discretion, the Board of Directors
may waive the indemnification requirements provided herein.


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

                                   DIVIDENDS
                                   ---------

SECTION 8.  Dividends.  The Board of Directors of the Corporation may declare
and pay dividends upon the shares of the Corporation's capital stock in any form
determined by the Board of Directors, in the manner and upon the terms and
conditions provided by law.


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

                     CONTRACTS, LOANS, CHECKS AND DEPOSITS
                     -------------------------------------

SECTION 9.01.  Contracts.  The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation, and such authority
may be general or confined to specific instances.

SECTION 9.02.  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.

SECTION 9.03.  Checks, Drafts, Etc.  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 one or more officers 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 9.04.  Deposits.  The funds of the Corporation may be deposited or
invested in such bank account, in such investments or with such other
depositaries as determined by the Board of Directors.


                                   ARTICLE X
                                   ---------

                                  AMENDMENTS
                                  ----------

SECTION 10.  Amendments.  These Bylaws may be adopted, amended or repealed by
either the Corporation's Board of Directors or its stockholders.

                                     -11-