<PAGE>

                                                                     Exhibit 3.2

                               AMENDED & RESTATED

                        BYLAWS OF MEDICONSULT.COM, INC.

                                   ARTICLE I

                                    OFFICES

  1.1  Business Office.  The principal office and place of business of the
       ----------------
corporation shall be at 25 Church Street, 3rd Floor, Hamilton HM12, Bermuda. The
Corporation will not maintain a principal office or place of business in the
State of Delaware.  Other offices and places of business may be established from
time to time by resolution of the Board of Directors or as the business of the
corporation may require.

  1.2  Registered Office.  The registered office of the corporation, required by
       ------------------
the Delaware Corporation Law to be maintained in the State of Delaware, need not
be identical with the principal office of the Corporation, and the address of
the registered office may be changed from time to time by the Board of
Directors.

                                  ARTICLE II
                          SHARES AND TRANSFER THEREOF

  2.1  Regulation.  The Board of Directors may make such rules and regulations
       -----------
as it may deem appropriate concerning the issuance, transfer and registration of
certificates for shares of the corporation, including the appointment of
transfer agents and registrars.

  2.2  Certificates for Shares.  Certificates representing shares of the
       ------------------------
corporation shall be respectively numbered serially for each class of shares, or
series thereof, as they are issued, shall be impressed with the corporate seal
or a facsimile thereof, and shall be signed by the Chairman or Vice Chairman of
the Board of Directors or by the President or a Vice-President and by the
Treasurer or an Assistant Treasurer or by the Secretary or an Assistant
Secretary; provided that any or all of the signatures may be facsimiles if the
certificate is countersigned by a transfer agent, or registered by a registrar,
other than the corporation itself or its employee.  Each certificate shall state
the name of the corporation, the fact that the corporation is organized or
incorporated under the laws of the State of Delaware, the name of the person to
whom issued, the date of issue, the class (or series of any class), the number
of shares represented thereby and the par value of the shares represented
thereby or a statement that such shares are without par value.  A statement of
the designations, preferences, qualifications, limitations, restrictions and
special or relative rights of the shares of each class shall be set forth in
full or summarized on the face or back of the certificates which the corporation
shall issue, or in lieu thereof, the certificate may set forth that such a
statement or summary will be furnished to any shareholder upon request without
charge.  Each certificate shall be otherwise in such form as may be prescribed
by the Board of Directors and as shall conform to the rules of any stock
exchange on which the shares may be listed.  The corporation shall not issue
certificates representing fractional shares and shall not be obligated to make
any transfers creating a fractional interest in a share of stock.  The
<PAGE>

corporation may issue scrip in lieu of any fractional shares, such scrip to have
terms and conditions specified by the Board of Directors.

  2.3  Cancellation of Certificates.  All certificates surrendered to the
       -----------------------------
corporation for transfer shall be cancelled and no new certificates shall be
issued in lieu thereof until the former certificate for a like number of shares
shall have been surrendered and cancelled, except as herein provided with
respect to lost, stolen or destroyed certificates.

  2.4  Lost, Stolen or Destroyed Certificates.  Any shareholder claiming that
       ---------------------------------------
his certificate for shares is lost, stolen or destroyed may make an affidavit or
affirmation of the fact and lodge the same with the Secretary of the
corporation, accompanied by a signed application for a new certificate.
Thereupon, and upon the giving of a satisfactory bond of indemnity to the
corporation not exceeding an amount double the value of the shares as
represented by such certificate (the necessity for such bond and the amount
required to be determined by the President and Treasurer of the corporation), a
new certificate may be issued of the same tenor and representing the same
number, class and series of shares as were represented by the certificate
alleged to be lost, stolen or destroyed.

  2.5  Transfer of Shares.  Subject to the terms of any shareholder agreement
       -------------------
relating to the transfer of shares or other transfer restrictions contained in
the Certificate of Incorporation or authorized therein, shares of the
corporation shall be transferable on the books of the corporation by the holder
thereof in person or by his duly authorized attorney, upon the surrender and
cancellation of a certificate or certificates for a like number of shares.  Upon
presentation and surrender of a certificate for shares properly endorsed and
payment of all taxes therefor, the transferee shall be entitled to a new
certificate or certificates in lieu thereof.  As against the corporation, a
transfer of shares can be made only on the books of the corporation and in the
manner hereinabove provided, and the corporation shall be entitled to treat the
holder of record of any share as the owner thereof and shall not be bound to
recognize any equitable or other claim to or interest in such share on the part
of any other person, whether or not it shall have express or other notice
thereof, save as expressly provided by the statutes of the State of Delaware.

  2.6  Transfer Agent.  Unless otherwise specified by the Board of Directors by
       ---------------
resolution, the Secretary of the corporation shall act as transfer agent of the
certificates representing the shares of stock of the corporation.  He shall
maintain a stock transfer book, the stubs in which shall set forth among other
things, the names and addresses of the holders of all issued shares of the
corporation, the number of shares held by each, the certificate numbers
representing such shares, the date of issue of the certificates representing
such shares, and whether or not such shares originate from original issue or
from transfer.  Subject to Section 3.7, the names and addresses of the
shareholders as they appear on the stubs of the stock transfer book shall be
conclusive evidence as to who are the shareholders of record and as such
entitled to receive notice of the meetings of shareholders; to vote at such
meetings; to examine the list of the shareholders entitled to vote at meetings;
to receive dividends; and to own, enjoy and exercise any other property or
rights deriving from such shares against the corporation.  Each shareholder
shall be
<PAGE>

responsible for notifying the Secretary in writing of any change in his name or
address and failure so to do will relieve the corporation, its directors,
officers and agents, from liability for failure to direct notices or other
documents, or pay over or transfer dividends or other property or rights, to a
name or address other than the name and address appearing on the stub of the
stock transfer book.

  2.7  Close of Transfer Book and Record Date.  For the purpose of determining
       ---------------------------------------
shareholders entitled to notice of or to vote at any meeting of shareholders, or
any adjournment thereof, or entitled to receive payment of any dividend, or in
order to make a determination of shareholders for any other proper purpose, the
Board of Directors may provide that the stock transfer books shall be closed for
a stated period, but not to exceed, in any case, fifty days.  If the stock
transfer books shall be closed for the purpose of determining shareholders
entitled to notice of, or to vote at a meeting of shareholders, such books shall
be closed for at least ten days immediately preceding such meeting.

In lieu of closing the stock transfer books, the Board of Directors may fix in
advance a date as the record date for any such determination of shareholders,
such date in any case to be not more than fifty days and, in case of a meeting
of shareholders, not less than ten days prior to the date on which the
particular action requiring such determination of shareholders is to be taken.
If the stock transfer books are not closed and no record date is fixed for the
determination of shareholders entitled to notice of or to vote at a meeting of
shareholders, or shareholders entitled to receive payment of a dividend, the
date on which notice of the meeting is mailed or the date on which the
resolution of the Board of Directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of shareholders.
When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination shall
apply to any adjournment thereof.

                                  ARTICLE III
                       SHAREHOLDERS AND MEETINGS THEREOF

  3.1  Shareholders of Record.  Only shareholders of record on the books of the
       -----------------------
corporation shall be entitled to be treated by the corporation as holders in
fact of the shares standing in their respective names, and the corporation shall
not be bound to recognize any equitable or other claim to, or interest in, any
shares on the part of any other person, firm or corporation, whether or not it
shall have express or other notice thereof, except as expressly provided by the
laws of Delaware.

  3.2  Meetings.  Meetings of shareholders shall be held at the principal office
       ---------
of the corporation, or at such other place as specified from time to time by the
Board of Directors.  If the Board of Directors shall specify another location
such change in location shall be recorded on the notice calling such meeting.

  3.3  Annual Meeting.  In the absence of a resolution of the Board of Directors
       ---------------
providing otherwise, the annual meeting of shareholders of the corporation for
the election of directors, and for the transaction of such other business as may
properly come before the meeting, shall be held at such time as may be
determined by Board of
<PAGE>

Directors by resolution in conformance with Delaware law. If the election of
Directors shall not be held on the day so designated for any annual meeting of
the shareholders, the Board of Directors shall cause the election to be held at
a special meeting of the shareholders as soon thereafter as may be convenient.

  3.4  Special Meetings.  Special meetings of shareholders, for any purpose or
       -----------------
purposes, unless otherwise prescribed by statute, may be called by the
President, the Board of Directors, the holders of not less than one-tenth of all
the shares entitled to vote at the meeting, or legal counsel of the corporation
as last designated by resolution of the Board of Directors.

  3.5  Notice.  Written notice stating the place, day and hour of the meeting
       -------
and, in case of a special meeting, the purpose or purposes for which the meeting
is called, shall be delivered unless otherwise prescribed by statute not less
than ten days nor more than sixty days before the date of the meeting, either
personally or by mail, by or at the direction of the President, the Secretary,
or the officer or person calling the meeting to each shareholder of record
entitled to vote at such meeting. Any shareholder may waive notice of any
meeting. Notice to shareholders of record, if mailed, shall be deemed given as
to any shareholder of record, when deposited in the United States mail,
addressed to the shareholder at his address as it appears on the stock transfer
books of the corporation, with postage thereon prepaid, but if three successive
letters mailed to the last-known address of any shareholder of record are
returned as undeliverable, no further notices to such shareholder shall be
necessary, until another address for such shareholder is made known to the
corporation.

  3.6  Meeting of All Shareholders.  If all of the shareholders shall meet at
       ---------------------------
any time and place, either within or without the State of Delaware, and consent
to the holding of a meeting at such time and place, such meeting shall be valid
without call or notice, and at such meeting any corporate action may be taken.

  3.7  Voting Record.  The officer or agent having charge of the stock transfer
       --------------
books for shares of the corporation shall make, at least ten days before such
meeting of shareholders, a complete record of the shareholders entitled to vote
at each meeting of shareholders or any adjournment thereof, arranged in
alphabetical order, with the address and the number of shares held by each.  The
record, for a period of ten days prior to such meeting, shall be kept on file
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, whether within or without the State of
Delaware, and shall be subject to inspection by any shareholder for any purpose
germane to the meeting at any time during usual business hours.  Such record
shall be produced and kept open at the time and place of the meeting and shall
be subject to the inspection of any shareholder for any purpose germane to the
meeting during the whole time of the meeting for the purposes thereof.  The
original stock transfer books shall be the prima facie evidence as to who are
the shareholders entitled to examine the record or transfer books or to vote at
any meeting of shareholders.
<PAGE>

  3.8  Quorum.  A majority of the outstanding shares of the corporation entitled
       -------
to vote, represented in person or by proxy, shall constitute a quorum at any
meeting of shareholders, except as otherwise provided by the Delaware
Corporation Law and the Certificate of Incorporation.  In the absence of a
quorum at any such meeting, a majority of the shares so represented may adjourn
the meeting from time to time.  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 corporation may transact 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.

  3.9  Manner of Acting.  If a quorum is present, the affirmative vote of the
       -----------------
majority of the shares represented at the meeting and entitled to vote on the
subject matter shall be the act of the shareholders, unless the vote of a
greater proportion or number or voting by classes is otherwise required by
statute or by the Certificate of Incorporation or these Bylaws.

  3.10  Proxies.  At all meetings of shareholders a shareholder may vote in
        --------
person or by proxy executed in writing by the shareholder or by his duly
authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the
corporation before or at the time of the meeting. No proxy shall be valid after
three years from the date of its execution, unless otherwise provided in the
proxy.

  3.11  Voting of Shares.  Unless otherwise provided by these Bylaws or the
        -----------------
Certificate of Incorporation, each outstanding share entitled to vote shall be
entitled to one vote upon each matter submitted to a vote at a meeting of
shareholders, and each fractional share shall be entitled to a corresponding
fractional vote on each such matter.

  3.12  Voting of Shares by Certain Holders.  Shares standing in the name of
        ------------------------------------
another corporation may be voted by such officer, agent or proxy as the bylaws
of such corporation may prescribe, or, in the absence of such provision, as the
Board of Directors of such other corporation may determine. Shares standing in
the name of a deceased person, a minor ward or an incompetent person, may be
voted by his administrator, executor, court appointed guardian or conservator,
either in person or by proxy without a transfer of such shares into the name of
such administrator, executor, court appointed guardian or conservator.  Shares
held by a trustee may be voted by him, either in person or by proxy.  Shares
standing in the name of a receiver may be voted by such receiver, and shares
held by or under the control of a receiver may be voted by such receiver without
the transfer thereof into his name if authority so to do be contained in an
appropriate order of the court by which such receiver was appointed.

     A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
Neither shares of its own stock belonging to this corporation, nor shares of its
own stock held by it in a fiduciary
<PAGE>

capacity, nor shares of its own stock held by another corporation if the
majority of shares entitled to vote for the election of directors of such
corporation is held by this corporation may be voted, directly or indirectly, at
any meeting and shall not be counted in determining the total number of
outstanding shares at any given time. Redeemable shares which have been called
for redemption shall not be entitled to vote on any matter and shall not be
deemed outstanding shares on and after the date on which written notice of
redemption has been mailed to shareholders and a sum sufficient to redeem such
shares has been irrevocably deposited or set aside to pay the redemption price
to the holders of the shares upon surrender of certificates therefor.

  3.13  Voting by Ballot.  Voting on any question or in any election may be by
        -----------------
voice vote unless the presiding officer shall order or any shareholder shall
demand that voting be by ballot.

  3.14  Cumulative Voting.  No shareholder shall be permitted to cumulate his
        ------------------
votes by giving one candidate as many votes as the number of such directors
multiplied by the number of his shares shall equal, or by distributing such
votes on the same principal among any number of candidates.

                                  ARTICLE IV
                         DIRECTORS, POWERS AND MEETINGS

  4.1  Board of Directors.  The business and affairs of the corporation shall be
       -------------------
managed by a board of not less than one nor more than ten directors. Directors
need not be shareholders of the corporation or residents of the State of
Delaware and shall be elected at the annual meeting of shareholders or some
adjournment thereof.  Directors shall hold office until the next succeeding
meeting of shareholders and until their successors shall have been elected and
shall qualify.  The Board of Directors may increase or decrease, to not less
than one except as provided above, the number of directors by resolution.

  4.2  Regular Meetings.  A regular, annual meeting of the Board of Directors
       -----------------
shall be held at the same place as, and immediately after, the annual meeting of
shareholders, and no notice shall be required in connection therewith.  The
annual meeting of the Board of Directors shall be for the purpose of electing
officers and the transaction of such other business as may come before the
meeting.  The Board of Directors may provide, by resolution, the time and place,
either within or without the State of Delaware, for the holding of additional
regular meetings without other notice than such resolution.

  4.3  Special Meetings.  Special meetings of the Board of Directors may be
       -----------------
called by or at the request of the President or any two directors. 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.

<PAGE>

  4.4  Written notice of any special meeting of directors shall be given as
follows:

     (a)  By mail to each director at his business address at least three days
prior to the meeting; or

     (b)  By personal delivery or telegram at least twenty-four hours prior to
the meeting to the business address of each director, or in the event such
notice is given on a Saturday, Sunday or holiday, to the residence address of
each director. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, so addressed, with postage thereon prepaid.
If notice be given by telegram, such notice shall be deemed to be delivered when
the telegram is delivered to the telegraph company. Any director may waive
notice of any meeting. The attendance of a director at any meeting shall
constitute a waiver of notice of such meeting, except where a director attends a
meeting for the express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any regular or special meeting of the
Board of Directors need be specified in the notice or waiver of notice of such
meeting.

  4.5  Participation by Electronic Means.  Except as may be otherwise provided
       ----------------------------------
by the Certificate of Incorporation or Bylaws, members of the Board of Directors
or any committee designated by such Board may participate in a meeting of the
Board or committee by means of conference telephone or similar communications
equipment by which all persons participating in the meeting can hear each other
at the same time. Such participation shall constitute presence in person at the
meeting.

  4.6  Quorum and Manner of Acting.  A quorum at all meetings of the Board of
       ----------------------------
Directors shall consist of a majority of the number of directors then holding
office, but a smaller number may adjourn from time to time without further
notice, until a quorum is secured.  The act 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 act of a greater number is required by the laws of the
State of Delaware or by the Certificate of Incorporation or these Bylaws.

  4.7  Organization.  The Board of Directors shall elect a chairman to preside
       -------------
at each meeting of the Board of Directors. The Board of Directors shall elect a
Secretary to record the discussions and resolutions of each meeting.

  4.8  Presumption of Assent.  A director of the corporation who is present at a
       ----------------------
meeting of the Board of Directors at which action on any corporate matter is
taken shall be presumed to have assented to the action taken unless his dissent
shall be entered in the minutes of the meeting or unless he shall file his
written dissent to such action with the person acting as the Secretary of the
meeting before the adjournment thereof or shall forward such dissent by
registered mail to the Secretary of the corporation immediately after the
adjournment of the meeting.  Such right to dissent shall not apply to a director
who voted in favor of such action.
<PAGE>

  4.9  Informal Action By Directors.  Any action required or permitted to be
       -----------------------------
taken by the Board of Directors, or a committee thereof, at a meeting may be
taken without a meeting if a consent in writing, setting forth the action so
taken, shall be signed by all the directors or all the committee members
entitled to vote with respect to the subject matter thereof.

  4.10  Vacancies.  Any vacancy occurring in the Board of Directors may be
        ---------
filled by the affirmative vote of a majority of the remaining directors though
less than a quorum of the Board of Directors. A director elected to fill a
vacancy shall be elected for the unexpired term of his predecessor in office,
and shall hold such office until his successor is duly elected and shall
qualify. Any directorship to be filled by reason of an increase in the number of
directors shall be filled by the affirmative vote of a majority of the directors
then in office or by an election at an annual meeting, or at a special meeting
of shareholders called for that purpose. A director chosen to fill a position
resulting from an increase in the number of directors shall hold office only
until the next election of directors by the shareholders.

  4.11  Compensation.  By resolution of the Board of Directors and irrespective
        -------------
of any personal interest of any of the members, each director may be paid his
expenses, if any, of attendance at each meeting of the Board of Directors, and
may be paid a stated salary as director or a fixed sum for attendance at each
meeting of the Board of Directors or both.  No such payment shall preclude any
director from serving the corporation in any other capacity and receiving
compensation therefor.

  4.12  Removal of Directors.  Any director or directors of the corporation may
        ---------------------
be removed at any time, with or without cause, in the manner provided in the
Delaware Corporation Law.

  4.13  Resignations.  A director of the corporation may resign at any time by
        -------------
giving written notice to the Board of Directors, President or Secretary of the
corporation.  The resignation shall take effect upon the date of receipt of such
notice, or at any later period of time specified therein. The acceptance of such
resignation shall not be necessary to make it effective, unless the resignation
requires it to be effective as such.

  4.14  General Powers.  The business and affairs of the corporation shall be
        ---------------
managed by the Board of Directors which 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 directed or required to be
exercised or done by the shareholders.  The directors shall pass upon any and
all bills or claims of officers for salaries or other compensation and, if
deemed advisable, shall contract with officers, employees, directors, attorneys,
accountants, and other persons to render services to the corporation.
<PAGE>

                                   ARTICLE V
                                   OFFICERS

  5.1  Term and Compensation.  The elective officers of the corporation shall
       ----------------------
consist of at least a President, a Secretary and a Treasurer, each of whom shall
be eighteen years or older and who shall be elected by the Board of Directors at
its annual meeting.  Unless removed in accordance with procedures established by
law and these Bylaws, the said officers shall serve until the next succeeding
annual meeting of the Board of Directors and until their respective successors
are elected and shall qualify.  Any number of offices, but not more than two,
may be held by the same person at the same time, except that one person may not
simultaneously hold the offices of President and Secretary.  The Board may elect
or appoint such other officers and agents as it may deem advisable, who shall
hold office during the pleasure of the Board.

  5.2  The officers of the corporation shall exercise and perform the respective
powers, duties and functions as are stated below, and as may be assigned to them
by the Board of Directors.

       (a)  The President shall be the chief executive officer of the
corporation and shall, subject to the control of the Board of Directors, have
general supervision, direction and control of the business and officers of the
corporation. He shall preside, when present, at all meetings of the shareholders
and of the Board of Directors unless a different chairman of such meetings is
elected by the Board of Directors.

       (b)  In the absence or disability of the President, the Vice-President or
Vice-Presidents, if any, in order of their rank as fixed by the Board of
Directors, and if not ranked, the Vice-Presidents in the order designated by the
Board of Directors, shall perform all the duties of the President, and when so
acting shall have all the powers of, and be subject to all the restrictions on
the President. Each Vice-President shall have such other powers and perform such
other duties as may from time to time be assigned to him by the President or the
Board of Directors.

       (c)  The Secretary shall keep accurate minutes of all meetings of the
shareholders and the Board of Directors unless a different Secretary of such
meetings is elected by the Board of Directors. He shall keep, or cause to be
kept a record of the shareholders of the corporation and shall be responsible
for the giving of notice of meetings of the shareholders or the Board of
Directors. The Secretary shall be custodian of the records and of the seal of
the corporation and shall attest the affixing of the seal of the corporation
when so authorized. The Secretary or Assistant Secretary shall sign all stock
certificates. The Secretary shall perform all duties commonly incident to his
office and such other duties as may from time to time be assigned to him by the
President or the Board of Directors.

       (d)  An Assistant Secretary may, at the request of the Secretary, or in
the absence or disability of the Secretary, perform all of the duties of the
Secretary. He shall perform such other duties as may be assigned to him by the
President or by the Secretary.
<PAGE>

       (e)  The Treasurer, subject to the order of the Board of Directors, shall
have the care and custody of the money, funds, valuable papers and documents of
the corporation. He shall keep accurate books of accounts of the corporation's
transactions, which shall be the property of the corporation, and shall render
financial reports and statements of condition of the corporation when so
requested by the Board of Directors or President. The Treasurer shall perform
all duties commonly incident to his office and such other duties as may from
time to time be assigned to him by the President or the Board of Directors. In
the absence or disability of the President and Vice-President or Vice-
Presidents, the Treasurer shall perform the duties of the President.

       (f)  An Assistant Treasurer may, at the request of the Treasurer, or in
the absence or disability of the Treasurer, perform all of the duties of the
Treasurer. He shall perform such other duties as may be assigned to him by the
President or by the Treasurer.

  5.3  Compensation.  All officers of the corporation may receive salaries or
       -------------
other compensation if so ordered and fixed by the Board of Directors.  The Board
of Directors shall have authority to fix salaries in advance for stated periods
or render the same retroactive as the Board may deem advisable.

  5.4  Delegation of Duties.  In the event of absence or inability of any
       ---------------------
officer to act, the Board of Directors may delegate the powers or duties of such
officer to any other officer, director or person whom it may select.

  5.5  Bonds.  If the Board of Directors by resolution shall so require, any
       ------
officer or agent of the corporation shall give bond to the corporation in such
amount and with such surety as the Board of Directors may deem sufficient,
conditioned upon the faithful performance of their respective duties and
offices.

  5.6  Removal.  Any officer or agent may be removed by the Board of Directors
       --------
or by the executive committee, if any, whenever in its judgment the best
interest of the corporation will be served thereby, but such removal shall be
without prejudice to the contract rights, if any, of the person so removed.
Election or appointment of an officer or agent shall not, of itself, create
contract rights.

                                  ARTICLE VI
                                    FINANCE

  6.1  Reserve Funds.  The Board of Directors, in its uncontrolled discretion,
       --------------
may set aside from time to time, out of the net profits or earned surplus of the
corporation, such sum or sums as it deems expedient as a reserve fund to meet
contingencies, for equalizing dividends, for maintaining any property of the
corporation, and for any other purpose.

  6.2  The moneys of the corporation shall be deposited in the name of the
corporation in such bank or banks or trust company or trust companies, as the
Board of Directors shall designate, and may be drawn out only on checks signed
in the name of the corporation by such person or persons as the Board of
Directors, by appropriate resolution, may direct.  Notes and commercial paper,
when authorized by the Board, shall
<PAGE>

be signed in the name of the corporation by such officer or officers or agent or
agents as shall thereunto be authorized from time to time.

                                  ARTICLE VII
                                   DIVIDENDS

     Subject to the provisions of the Certificate of Incorporation and the laws
of the State of Delaware, the Board of Directors may declare dividends whenever,
and in such amounts, as in the Board's opinion the condition of the affairs of
the corporation shall render such advisable.

                                 ARTICLE VIII
                          CONTRACTS, LOANS AND CHECKS

  8.1  Execution of Contracts.  Except as otherwise provided by statute or by
       -----------------------
these Bylaws, the Board of Directors may authorize any officer or agent of the
corporation to enter into any contract, or execute and deliver any instrument in
the name of, and on behalf of the corporation.  Such authority may he general or
confined to specific instances and, unless so authorized, no officer, agent or
employee shall have any power to bind the corporation for any purpose, except as
may be necessary to enable the corporation to carry on its normal and ordinary
course of business.

  8.2  No loans shall be contracted on behalf of the corporation and no
negotiable paper shall be issued in its name unless authorized by the Board of
Directors. When so authorized, any officer or agent of the corporation may
effect loans and advances at any time for the corporation from any bank, trust
company or institution, firm, corporation or individual. An agent so authorized
may make and deliver promissory notes or other evidence of indebtedness of the
corporation and may mortgage, pledge, hypothecate or transfer any real or
personal property held by the corporation as security for the payment of such
loans. Such authority, in the Board of Directors' discretion, may be general or
confined to specific instances.

  8.3  Checks.  Checks, notes, drafts and demands for money or other evidence of
       -------
indebtedness issued in the name of the corporation shall be signed by such
person or persons as designated by the Board of Directors and in the manner the
Board of Directors prescribes.

  8.4  Deposits.  All funds of the corporation not otherwise employed shall be
       ---------
deposited from time to time to the credit of the corporation in such banks,
trust companies or other depositories as the Board of Directors may select.

                                  ARTICLE IX
                                  FISCAL YEAR

     The fiscal year of the corporation shall be the year adopted by resolution
of the Board of Directors.
<PAGE>

                                   ARTICLE X
                                 CORPORATE SEAL

     The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the corporation
and the state of incorporation and the words "CORPORATE SEAL".

                                  ARTICLE XI
                                  AMENDMENTS

     These Bylaws may be altered, amended or repealed and new Bylaws may be
adopted by a majority of the Directors present at any meeting of the Board of
Directors of the corporation at which a quorum is present.

                                  ARTICLE XII
                              EXECUTIVE COMMITTEE

  12.1  Appointment.  The Board of Directors by resolution adopted by a majority
        ------------
of the full Board, may designate two or more of its members to constitute an
executive committee.  The designation of such committee and the delegation
thereto of authority shall not operate to relieve the Board of Directors, or any
member thereof, of any responsibility imposed by law.

  12.2  Authority.  The executive committee, when the Board of Directors is not
        ----------
in session shall have and may exercise all of the authority of the Board of
Directors except to the extent, if any, that such authority shall be limited by
the resolution appointing the executive committee and except also that the
executive committee shall not have the authority of the Board of Directors in
reference to amending the Certificate of Incorporation, adopting a plan of
merger or consolidation, recommending to the shareholders the sale, lease or
other disposition of all or substantially all of the property and assets of the
corporation otherwise than in the usual and regular course of its business,
recommending to the shareholders a voluntary dissolution of the corporation or a
revocation thereof, or amending the Bylaws of the corporation.

  12.3  Tenure and Qualifications.  Each member of the executive committee shall
        --------------------------
hold office until the next regular annual meeting of the Board of Directors
following his designation.

  12.4  Meetings.  Regular meetings of the executive committee may be held
        ---------
without notice at such time and places as the executive committee may fix from
time to time by resolution. Special meetings of the executive committee may be
called by any member thereof upon not less than one day's notice stating the
place, date and hour of the meeting, which notice may be written or oral, and if
mailed, shall be deemed to be delivered when deposited in the United States mail
addressed to the member of the executive committee at his business address. Any
member of the executive committee may waive notice of any meeting and no notice
of any meeting need be given to any member thereof who attends in person. The
notice of a meeting of the executive committee need not state the business
proposed to be transacted at the meeting.
<PAGE>

  12.5  Quorum.  A majority of the members of the executive committee shall
        -------
constitute a quorum for the transaction of business at any meeting thereof, and
action of the executive committee must be authorized by the affirmative vote of
a majority of the members present at a meeting at which a quorum is present.

  12.6  Informal Action by Executive Committee.  Any action required or
        ---------------------------------------
permitted to be taken by the executive committee at a meeting may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all of the members of the committee entitled to vote with
respect to the subject matter thereof.

  12.7  Vacancies.  Any vacancy in the executive committee may be filled by a
        ----------
resolution adopted by a majority of the full Board of Directors.

  12.8  Resignations and Removal.  Any member of the executive committee may be
        ------------------------
removed at any time with or without cause by resolution adopted by a majority of
the full Board of Directors.  Any member of the executive committee may resign
from the executive committee at any time by giving written notice to the
President or Secretary of the corporation, and unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.

  12.9  Procedure.  The executive committee shall elect a presiding officer from
        ---------
its members and may fix its own rules of procedure which shall not be
inconsistent with these Bylaws.  It shall keep regular minutes of its
proceedings and report the same to the Board of Directors for its information at
the meeting thereof held next after the proceedings shall have been taken.

                                 ARTICLE XIII
                                EMERGENCY BYLAWS

     The Emergency Bylaws provided for in this Article shall be operative during
any emergency in the conduct of the business of the corporation resulting from
an attack on the United States or any nuclear or atomic disaster,
notwithstanding any different provision in the preceding articles of the Bylaws
or in the Certificate of Incorporation of the corporation or in the Delaware
Corporation Law.  To the extent not inconsistent with the provisions of this
Article, the Bylaws provided in the preceding articles shall remain in effect
during such emergency and upon its termination the Emergency Bylaws shall cease
to be operative.

     During any such emergency:

       (a)  A meeting of the Board of Directors may be called by any officer or
director of the corporation. Notice of the time and place of the meeting shall
be given by the person calling the meeting to such of the directors as it may be
feasible to reach by any available means of communication. Such notice shall be
given at such time in advance of the meeting as circumstances permit in the
judgment of the person calling the meeting.
<PAGE>

       (b)  At any such meeting of the Board of Directors, a quorum shall
consist of the number of directors in attendance at such meeting.

       (c)  The Board of Directors, either before or during any such emergency,
may, effective in the emergency, change the principal office or designate
several alternative principal offices or regional offices, or authorize the
officers so to do.

       (d)  The Board of Directors, either before or during any such emergency,
may provide, and from time to time modify, lines of succession in the event that
during such an emergency any or all officers or agents of the corporation shall
for any reason be rendered incapable of discharging their duties.

       (e)  No officer, director or employee acting in accordance with these
Emergency Bylaws shall be liable except for willful misconduct.

       (f)  These Emergency Bylaws shall be subject to repeal or change by
further action of the Board of Directors or by action of the shareholders, but
no such repeal or change shall modify the provisions of the next preceding
paragraph with regard to action taken prior to the time of such repeal or
change. Any amendment of these Emergency Bylaws may make any further or
different provision that may be practical and necessary for the circumstances of
the emergency.

                                  CERTIFICATE

     I hereby certify that the foregoing Amended and Restated Bylaws, consisting
of 12 pages, including this page, constitute the Bylaws of Mediconsult.com, Inc.
approved by the Board of Directors of the corporation as of the 19th day of
November, 1999.


                                        /s/ E. Michael Ingram
                                        ----------------------------------
                                        E. Michael Ingram, Chief Financial
                                        Officer and Secretary