<PAGE>
 
                                                                     EXHIBIT 3.2
                             AMENDED AND RESTATED
                                     BYLAWS

                                       of

                           RENTAL SERVICE CORPORATION
<PAGE>
 
                               TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                      Page
                                                                                      ----

                             AMENDED AND RESTATED
                                    BYLAWS

                                      of

                          RENTAL SERVICE CORPORATION
                            a Delaware Corporation


<S>                                                                                   <C>
ARTICLE I - OFFICES...................................................................  1

     Section 1.01  REGISTERED OFFICE..................................................  1
     Section 1.02  PRINCIPAL OFFICE...................................................  1
     Section 1.03  OTHER OFFICES......................................................  1

ARTICLE II - MEETING OF STOCKHOLDERS..................................................  1

     Section 2.01  ANNUAL MEETINGS....................................................  1
     Section 2.02  SPECIAL MEETINGS...................................................  1
     Section 2.03  PLACE OF MEETINGS..................................................  2
     Section 2.04  NOTICE OF MEETINGS.................................................  2
     Section 2.05  QUORUM.............................................................  2
     Section 2.06  VOTING.............................................................  2
     Section 2.07  LIST OF STOCKHOLDERS...............................................  3
     Section 2.08  INSPECTOR OF ELECTION..............................................  3
     Section 2.09  ADVANCE NOTICE OF STOCKHOLDER PROPOSALS BEFORE ANY MEETING OF
                   STOCKHOLDERS.......................................................  4
     Section 2.10  STOCKHOLDER ACTION WITHOUT MEETINGS................................  4

ARTICLE III - BOARD OF DIRECTORS......................................................  5

     Section 3.01  GENERAL POWERS.....................................................  5
     Section 3.02  NUMBER.............................................................  5
     Section 3.03  ELECTION OF DIRECTORS..............................................  5
     Section 3.04  NOMINATION OF DIRECTORS............................................  6
     Section 3.05  RESIGNATIONS.......................................................  7
     Section 3.06  VACANCIES..........................................................  7
     Section 3.07  PLACE OF MEETING; TELEPHONE CONFERENCE MEETING.....................  7
     Section 3.08  FIRST MEETING......................................................  7
</TABLE>

                                      -i-
<PAGE>
 
<TABLE> 
<S>                                                                                     <C>
     Section 3.09  REGULAR MEETINGS...................................................  8
     Section 3.10  SPECIAL MEETINGS...................................................  8
     Section 3.11  QUORUM AND ACTION..................................................  8
     Section 3.12  ACTION BY CONSENT..................................................  8
     Section 3.13  COMPENSATION.......................................................  8
     Section 3.14  COMMITTEES.........................................................  9
     Section 3.15  OFFICERS OF THE BOARD..............................................  9

ARTICLE IV - OFFICERS.................................................................  9

     Section 4.01  OFFICERS...........................................................  9
     Section 4.02  ELECTION........................................................... 10 
     Section 4.03  SUBORDINATE OFFICERS............................................... 10 
     Section 4.04  REMOVAL AND RESIGNATION............................................ 10 
     Section 4.05  VACANCIES.......................................................... 10 
     Section 4.06  CHIEF EXECUTIVE OFFICER............................................ 10 
     Section 4.07  PRESIDENT.......................................................... 10 
     Section 4.08  VICE PRESIDENT..................................................... 11
     Section 4.09  SECRETARY.......................................................... 11
     Section 4.10  TREASURER.......................................................... 11

ARTICLE V - SHARES AND THEIR TRANSFER................................................. 12

     Section 5.01  CERTIFICATES FOR STOCK............................................. 12
     Section 5.02  TRANSFER OF STOCK.................................................. 13
     Section 5.03  REGULATIONS........................................................ 13
     Section 5.04  LOST, STOLEN, DESTROYED AND MUTILATED CERTIFICATES................. 13
     Section 5.05  RECORD DATE........................................................ 13
     Section 5.06  REPRESENTATION OF SHARES OF OTHER CORPORATIONS..................... 13
     Section 5.07  STATEMENT OF STOCK RIGHTS, PREFERENCES, PRIVILEGES................. 14

ARTICLE VI - INDEMNIFICATION.......................................................... 14

     Section 6.01  ACTIONS OTHER THAN BY OR IN THE RIGHT OF THE CORPORATION........... 14
     Section 6.02  ACTIONS BY OR IN THE RIGHT OF THE CORPORATION...................... 14
     Section 6.03  DETERMINATION OF RIGHT OF INDEMNIFICATION.......................... 15
     Section 6.04  INDEMNIFICATION AGAINST EXPENSES OF SUCCESSFUL PARTY............... 15
     Section 6.05  ADVANCE OF EXPENSES................................................ 15
     Section 6.06  INSURANCE.......................................................... 16
     Section 6.07  CONSTITUENT CORPORATIONS........................................... 16
     Section 6.08  OTHER ENTERPRISES.................................................. 16
     Section 6.09  BROADEST LAWFUL INDEMNIFICATION.................................... 16
     Section 6.10  NON-EXCLUSIVITY.................................................... 17
     Section 6.11  SEVERABILITY....................................................... 17
</TABLE>

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<PAGE>
 
<TABLE> 
<S>                                                                                   <C>
     Section 6.12  AMENDMENTS......................................................... 18

ARTICLE VII - MISCELLANEOUS........................................................... 18

     Section 7.01  SEAL............................................................... 18
     Section 7.02  WAIVER OF NOTICES.................................................. 18
     Section 7.03  LOANS AND GUARANTIES............................................... 18
     Section 7.04  GENDER............................................................. 18
     Section 7.05  AMENDMENTS......................................................... 19
</TABLE>

                                     -iii-
<PAGE>
 
                             AMENDED AND RESTATED
                                    BYLAWS

                                      of

                          RENTAL SERVICE CORPORATION
                            a Delaware Corporation


I
                                    OFFICES

          Section 1.01  REGISTERED OFFICE.  The registered office of Rental
Service Corporation (hereinafter called the "Corporation") shall be at such
place in the State of Delaware as shall be designated by the Board of Directors
(hereinafter called the "Board").

          Section 1.02  PRINCIPAL OFFICE.  The principal office for the
transaction of the business of the Corporation shall be at such location, within
or without the State of Delaware, as shall be designated by the Board.

          Section 1.03  OTHER OFFICES.  The Corporation may also have an office
or offices at such other place or places either within or without the State of
Delaware, as the Board may from time to time determine or as the business of the
Corporation may require.


II
                            MEETINGS OF STOCKHOLDERS

          Section 2.01  ANNUAL MEETINGS.  Annual meetings of the stockholders of
the Corporation for the purpose of electing directors and for the transaction of
such other proper business as may come before such meetings may be held at such
time, date and place as the Board shall determine by resolution.

          Section 2.02  SPECIAL MEETINGS.  Except as otherwise required by law
and subject to any provision fixed by, or pursuant to, the Certificate of
Incorporation of the Corporation (the "Certificate of Incorporation"), special
meetings of the stockholders of the Corporation for any purpose or purposes may
be called at any time by the Board pursuant to a resolution approved by a
majority of the entire Board, or by the Chairman of the Board or the Chief
Executive Officer of the Corporation or by a committee of the Board (duly
authorized and empowered by the Board to call such meetings), but such special
meetings shall not be called by any other person or persons.

                                      -1-
<PAGE>
 
          Section 2.03  PLACE OF MEETINGS.  All meetings of the stockholders
shall be held at such places, within or without the State of Delaware, as may
from time to time be designated by the person or persons calling the respective
meetings and specified in the respective notices or waivers of notice thereof.
In the absence of any such designation, stockholders' meetings shall be held at
the principal executive offices of the Corporation.

          Section 2.04  NOTICE OF MEETINGS.  Except as otherwise required by
law, notice of each meeting of the stockholders, whether annual or special,
shall be given not less than ten (10) nor more than sixty (60) days before the
date of the meeting to each stockholder of record entitled to vote at such
meeting by delivering a typewritten or printed notice thereof to him personally,
or by depositing such notice in the United States mail, in a postage prepaid
envelope, directed to him at his address furnished by him to the Secretary of
the Corporation for such purpose or, if he shall not have furnished to the
Secretary his address for such purpose, then at his address last known to the
Secretary, or by transmitting a notice thereof to him at such address by
telegraph, cable or wireless.  Except as otherwise expressly required by law, no
publication of any notice of a meeting of the stockholders shall be required.
Every notice of a meeting of the stockholders shall state the place, date and
hour of the meeting, and, in the case of a special meeting, shall also state the
purpose or purposes for which the meeting is called.  Except as otherwise
expressly required by law, notice of any adjourned meeting of the stockholders
need not be given if the time and place thereof are announced at the meeting at
which the adjournment is taken.

          Section 2.05  QUORUM.  The holders of record of a majority in voting
interest of the shares of stock of the Corporation entitled to be voted, present
in person or by proxy, shall constitute a quorum for the transaction of business
at any meeting of the stockholders of the Corporation or any adjournment
thereof.  The stockholders present at a duly called or held meeting at which a
quorum is present may continue to do business until adjournment, notwithstanding
the withdrawal of enough stockholders to leave less than a quorum.  In the
absence of a quorum at any meeting or any adjournment thereof, a majority in
voting interest of the stockholders present in person or by proxy and entitled
to vote thereat or, in the absence therefrom of all the stockholders, a majority
of the voting stock represented in person or by proxy may adjourn such meeting
from time to time, without notice other than announcement at the meeting, until
a quorum shall be present or represented.  At any such adjourned meeting at
which a quorum is present or represented any business may be transacted which
might have been transacted at the meeting as originally called.  If the
adjournment if 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 thereat.

          Section 2.06  VOTING.

          (a) At each meeting of the stockholders, each stockholder shall be
entitled to vote in person or by proxy each share or fractional share of the
stock of the Corporation which has voting rights on the matter in question,
unless the question is one upon 

                                      -2-
<PAGE>
 
which by express provision of Statute or the Certificate of Incorporation or
these Bylaws, a different vote is required, in which case such express
provisions shall govern and control the decision of such question.

          Section 2.07  LIST OF STOCKHOLDERS. The Secretary of the Corporation
shall prepare and make, at least ten (10) days before every meeting of
stockholders, a complete list of the 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 time and place of the meeting
during the entire duration thereof, and may be inspected by any stockholder who
is present.

          Section 2.08  INSPECTOR OF ELECTION.  If at any meeting of the
stockholders a vote by written ballot shall be taken on any question, the
chairman of such meeting may appoint an inspector or inspectors of election to
act with respect to such vote.  Each inspector so appointed shall first
subscribe an oath faithfully to execute the duties of an inspector at such
meeting with strict impartiality and according to the best of his ability.  Such
inspectors shall decide upon the qualification of the voters and shall report
the number of shares represented at the meeting and entitled to vote on such
question, shall conduct and accept the votes, and, when the voting is completed,
shall ascertain and report the number of shares voted respectively for and
against the question.  Reports of the inspectors shall be in writing and
subscribed and delivered by them to the Secretary of the Corporation.
Inspectors need not be stockholders of the Corporation, and any officer of the
Corporation may be an inspector on any question other than a vote for or against
a proposal in which he shall have a material interest.

                                      -3-
<PAGE>
 
          Section 2.09  ADVANCE NOTICE OF STOCKHOLDER PROPOSALS BEFORE ANY
MEETING OF STOCKHOLDERS.  To be properly brought before any meeting of
stockholders, business must be specified in the notice of meeting (or any
supplement or amendment thereto) given by or at the direction of the Board,
otherwise properly brought before the meeting by or at the direction of the
Board of Directors or otherwise properly brought before the meeting by a
stockholder.  In addition, for business to be properly brought before any
meeting by a stockholder, the stockholder must have given timely notice thereof
in writing to the Secretary of the Corporation.  To be timely, a stockholder's
notice must be delivered to, or mailed and received at, the principal executive
offices of the Corporation not less than fifty (50) days nor more than seventy-
five (75) days prior to the annual meeting; provided, however, that in the event
less than sixty (60) days' notice or prior public disclosure of the date of the
annual meeting is given or made to stockholders, notice by the stockholder to be
timely must be received not later than the close of business on the tenth (10th)
day following the day on which such notice of the date of the annual meeting was
mailed or such public disclosure was made, whichever first occurs.  A
stockholder's notice to the Secretary shall set forth as to each matter the
stockholder proposes to bring before the annual meeting:  (i) a brief
description of the business desired to be brought and the reasons for conducting
such business at the annual meeting; (ii) the name and record address of the
stockholder proposing such business and any other stockholders known by such
stockholder to be supporting such proposal; (iii) the class, series and number
of shares of the Corporation which are beneficially owned by the stockholder and
by any other stockholders known by such stockholder to be supporting such
proposal; and (iv) any material or financial interest of the stockholder in such
business.  Notwithstanding anything in these Bylaws to the contrary, no business
shall be conducted at the annual meeting except in accordance with the
procedures set forth in this Section 2.09.  The Chairman of the Board or other
presiding officer of the annual meeting shall, if the facts warrant, determine
and declare at any meeting of the stockholders that business was not properly
brought before the meeting in accordance with the provisions of this Section
2.09, and if he should so determine, he shall so declare to the meeting and any
such business not properly brought before the meeting shall not be transacted.

          Section 2.10  STOCKHOLDER ACTION WITHOUT MEETINGS.  Unless otherwise
provided in the Certificate of Incorporation, any action required by the General
Corporation Law of Delaware to be taken at any annual or special meeting of the
stockholders, or any action which may be taken at any annual or special meeting
of the stockholders, may be taken without a meeting, without prior notice and
without a vote, if a consent 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.

                                      -4-
<PAGE>
 
III
                              BOARD OF DIRECTORS

          Section 3.01  GENERAL POWERS.  The property, business and affairs of
the Corporation shall be managed by or under the direction of the Board, which
may exercise all of the powers of the Corporation, except such as are by the
Certificate of Incorporation, by these Bylaws or by law conferred upon or
reserved to the stockholders.

          Section 3.02  NUMBER.  The authorized number of directors of the
Corporation shall be not less than four (4) nor more than sixteen (16) until
changed by amendment of these Bylaws.  The exact number of directors shall be
fixed, within the limits specified, by resolution duly adopted by the Board of
Directors.  The initial number of directors shall be seven (7) until changed as
provided in this Section 3.02.  Directors need not be stockholders of the
Corporation.

          Section 3.03  ELECTION OF DIRECTORS.  The directors shall be elected
by the stockholders of the Corporation, and at each election the persons
receiving the greatest number of votes, up to the number of directors then to be
elected, shall be the persons then elected.  The directors shall be elected at
the annual meeting of stockholders, except as provided in Section 3.06 of this
Article, and each director elected shall hold office until his successor is
elected and qualified; provided, however, that unless otherwise restricted by
the Certificate of Incorporation or by law, any director or the entire Board may
be removed, with or without cause, from the Board at any meeting of stockholders
by a majority of the stock represented and entitled to vote thereat.

                                      -5-
<PAGE>
 
          Section 3.04  NOMINATION OF DIRECTORS.  Nomination of persons for
election to the Board, other than those made by or at the direction of the Board
or by any nominating committee or person appointed by the Board, shall be made
by a stockholder only if timely written notice of such nomination or nominations
has been given to the Secretary of the Corporation.  To be timely, such notice
shall be delivered to or mailed and received at the principal executive offices
of the Corporation not less than fifty (50) days nor more than seventy-five (75)
days prior to the annual meeting; provided, however, that in the event that less
than sixty (60) days' notice or prior public disclosure of the date of the
annual meeting is given or made to stockholders, notice by the stockholder to be
timely must be received not later than the close of business on the tenth (10th)
day following the day of which such notice of the date of the annual meeting was
mailed or such public disclosure was made.  Each such notice to the Secretary
shall set forth:  (i) the name and address of record of the stockholder who
intends to make the nomination or nominations; (ii) the class and number of
shares of capital stock of the Corporation that are beneficially owned by the
stockholder and a representation that the stockholder intends to appear in
person or by proxy at the meeting to nominate the person or persons specified in
the notice; (iii) the name, age, business address and residence address, and
principal occupation or employment of each nominee; (iv) the class and number of
shares of capital stock of the Corporation that are beneficially owned by each
nominee; (v) a description of all arrangements or understandings between the
stockholder and each nominee and any other person or persons pursuant to which
the nomination or nominations are to be made by the stockholder; (vi) such other
information regarding each nominee as would be required to be disclosed and
included in a proxy statement pursuant to the proxy rules then in effect
promulgated by the Securities Exchange Act of 1934, as amended; and (vii) the
consent of each nominee to serve as a director of the Corporation if so elected.
The Corporation may require any proposed nominee to furnish such other
information as may reasonably be required by the Corporation to determine the
eligibility of such proposed nominee to serve as a director of the Corporation.

          The Board may reject any nomination by a stockholder not timely made
or otherwise not in accordance with the terms of this Section 3.04.  If the
Board determines that the information provided in the stockholder's notice does
not satisfy the informational requirements of this Section 3.04 in any material
respect, the Secretary of the Corporation shall promptly notify such stockholder
of the deficiency in writing.  The stockholder shall have an opportunity to cure
the deficiency by providing additional information to the Secretary within such
period of time, not to exceed ten (10) days from the date such deficiency notice
is given to the stockholder, as the Board shall determine.  If the deficiency is
not cured within such  period, or if the Board of Directors reasonably
determines that the additional information provided by the stockholder, together
with the information previously provided, does not satisfy the requirements of
this Section 3.04 in any material respect, then the Board may reject such
stockholder's nomination.  The Secretary of the Corporation shall notify a
stockholder in writing whether his nomination has been made in accordance with
the requirements of this Section 3.04.

                                      -6-
<PAGE>
 
          Section 3.05  RESIGNATIONS.  Any director of the Corporation may
resign at any time by giving written notice to the Board or to the Secretary of
the Corporation.  Any such resignation shall take effect at the time specified
therein, or, if the time is not specified, it shall take effect immediately upon
its receipt; and unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

          Section 3.06  VACANCIES.  Except as otherwise provided in the
Certificate of Incorporation, any vacancy in the Board, whether because of
death, resignation,  disqualification, an increase in the number of directors,
or any other cause, may be filled by vote of the majority of the remaining
directors, although less than a quorum, or by a sole remaining director.  Each
director so chosen to fill a vacancy shall hold office until the next annual
election of directors and his successor shall have been elected and shall
qualify or until he shall resign or shall have been removed.  If there are no
directors in office, then an election of directors may be held in the manner
prescribed by statute.  No reduction of the authorized number of directors shall
have the effect of removing any director prior to the expiration of this term of
office.  If, at the time of filling any vacancy or any newly created
directorship, the directors then in office shall constitute less than a majority
of the whole Board (as constituted immediately prior to any such increase), the
Court of Chancery may, upon application of any stockholder or stockholders
holding at least ten percent of the total number of the shares at the time
outstanding have the right to vote for such directors, summarily order an
election to be held to fill any such vacancies or newly created directorships,
or to replace the directors chosen by the directors then in office.

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

          Section 3.07  PLACE OF MEETING; TELEPHONE CONFERENCE MEETING.  The
Board may hold any of its meetings at such place or places within or without the
State of Delaware as the Board may from time to time by resolution designate or
as shall be designated by the person or persons calling the meeting or in the
notice or waiver of notice of any such meeting.  Directors may participate in
any regular or special meeting of the Board, or any committee designated by the
Board, by means of conference telephone or similar communications equipment
pursuant to which all persons participating in the meeting can hear each other,
and such participation shall constitute presence in person at such meeting.

          Section 3.08  FIRST MEETING.  The Board shall meet as soon as
practicable after each annual election of directors and notice of such first
meeting shall not be required.

                                      -7-
<PAGE>
 
          Section 3.09  REGULAR MEETINGS.  Regular meetings of the Board may be
held at such times as the Board shall from time to time by resolution determine.
If any day fixed for a meeting shall be a legal holiday at the place where the
meeting is to be held, then the meeting shall be held at the same hour and place
on the next succeeding business day which is not a legal holiday.  Except as
provided by law, notice of regular meetings need not be given.

          Section 3.10  SPECIAL MEETINGS.  Special meetings of the Board may be
called at any time by the Chief Executive Officer or Chairman of the Board on
forty-eight hours' notice to each director, either personally or by mail or by
telegram; special meetings shall be called by the Secretary in like manner and
on like notice on the written request of two directors unless the Board consists
of only one director, in which case special meetings shall be called by the
Secretary in like manner or on like notice on the written request of the sole
director.

          Section 3.11  QUORUM AND ACTION.  Except as otherwise provided in
these Bylaws or by law, the presence of a majority of the authorized number of
directors shall be required to constitute a quorum for the transaction of
business at any meeting of the Board, and all matters shall be decided at any
such meeting, a quorum being present, by the affirmative votes of a majority of
the directors present.  In the absence of a quorum, a majority of directors
present at any meeting may adjourn the same from time to time until a quorum
shall be present.  Notice of any adjourned meeting need not be given.  If only
one director is authorized, such sole director shall constitute a quorum.  The
directors shall act only as a Board, and the individual directors shall have no
power as such.

          Section 3.12  ACTION BY CONSENT.  Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, any action required or permitted
to be taken at any meeting of the Board or of any committee thereof may be taken
without a meeting if a written consent thereto is signed by all members of the
Board or of such committee, as the case may be, and such written consent is
filed with the minutes of proceedings of the Board or such committee.  Such
action by written consent shall have the same force and effect as the unanimous
vote of such directors.

          Section 3.13  COMPENSATION.  No stated salary need be paid to
directors, as such, for their services but, as fixed from time to time by
resolution of the Board, the directors may receive directors' fees, compensation
and reimbursement for expenses for attendance at directors' meetings, for
serving on committees and for discharging their duties; provided that nothing
herein contained shall be construed to preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.  Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                                      -8-
<PAGE>
 
          Section 3.14  COMMITTEES.  The Board 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.  Any
such committee, to the extent provided in the resolution of the Board, shall
have and may exercise all the powers and authority of the Board 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 any power or authority in reference to amending the
Certificate of Incorporation, adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of all or
substantially all of the Corporation's property and assets, recommending to the
stockholders a dissolution of the Corporation or a revocation of a dissolution,
or amending these Bylaws; and unless the resolution of the Board expressly 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.  Any such committee shall keep written minutes of its
meetings and report the same to the Board when required.

          In the absence or disqualification of any member of any such
committee, the members thereof present at any meeting and not disqualified from
voting, whether or not they constitute a quorum, may unanimously appoint another
member of the Board to act at the meeting in the place of such absent or
disqualified member.

          A majority of the members, or replacements thereof, of any such
committee shall constitute a quorum for the transaction of business.  Every act
or decision done or made by a majority of the members, or replacements thereof,
of any such committee shall be regarded as the act or decision of the entire
committee.

          Section 3.15  OFFICERS OF THE BOARD.  The Board shall have a Chairman
of the Board and may, at the discretion of the Board, have one or more Vice
Chairmen.  The Chairman of the Board and the Vice Chairmen shall be appointed
from time to time by the Board and shall have such powers and duties as shall be
designated by the Board.


IV
                                   OFFICERS

          Section 4.01  OFFICERS.  The officers of the Corporation shall be a
Chairman of the Board, a Chief Executive Officer or a President, a Secretary and
a Treasurer.  The Corporation may also have, at the discretion of the Board, one
or more Vice Presidents, one or more Assistant Vice Presidents, one or more
Assistant Secretaries, one or more Assistant Treasurers and such other officers
as may be appointed in accordance with the provisions of Section 4.03 of these
Bylaws.  One person may hold two or more offices, except that the 

                                      -9-
<PAGE>
 
Secretary may not also hold the office of President. The salaries of all
officers of the Corporation shall be fixed by the Board.

          Section 4.02  ELECTION.  The officers of the Corporation, except such
officers as may be appointed in accordance with the provisions of Section 4.03
or Section 4.05 of these Bylaws, shall be chosen annually by the Board, and each
shall hold his office until he shall resign or shall be removed or otherwise
disqualified to serve, or until his successor shall be elected and qualified.

          Section 4.03  SUBORDINATE OFFICERS.  The Board may appoint, or may
authorize the Chief Executive Officer to appoint, such other officers as the
business of the Corporation may require, each of whom shall have such authority
and perform such duties as are provided in these Bylaws or as the Board or the
President from time to time may specify, and shall hold office until he shall
resign or shall be removed or otherwise disqualified to serve.

          Section 4.04  REMOVAL AND RESIGNATION.  Any officer may be removed,
with or without cause, by a majority of the directors at the time in office, at
any regular or special meeting of the Board, or, except in case of an officer
chosen by the Board, by the Chief Executive Officer upon whom such power of
removal may be conferred by the Board.  Any officer may resign at any time by
giving written notice to the Board, the Chairman of the Board, the President or
the Secretary of the Corporation.  Any such resignation shall take effect at the
date of the receipt of such notice or at any later time specified therein; and
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.

          Section 4.05  VACANCIES.  A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled in the
manner prescribed in the Bylaws for the regular appointments to such office.

          Section 4.06  CHIEF EXECUTIVE OFFICER.  The Chief Executive Officer of
the Corporation shall, subject to the control of the Board, have general
supervision, direction and control of the business and affairs of the
Corporation.  He shall preside at all meetings of stockholders and the Board.
He shall have the general powers and duties of management usually vested in the
chief executive officer of a corporation, and shall have such other powers and
duties with respect to the administration of the business and affairs of the
Corporation as may from time to time be assigned to him by the Board or as
prescribed by the Bylaws.  In the absence or disability of the President, the
Chief Executive Officer, in addition to his assigned duties and powers, shall
perform all the duties of the President and when so acting shall have all the
powers and be subject to all restrictions upon the President.

          Section 4.07  PRESIDENT.  The President shall exercise and perform
such powers and duties with respect to the administration of the business and
affairs of the Corporation as may from time to time be assigned to him by the
Chief Executive Officer 

                                      -10-
<PAGE>
 
(unless the President is also the Chief Executive Officer) or by the Board or as
is prescribed by the Bylaws. In the absence or disability of the Chief Executive
Officer, the President shall perform all of the duties of the Chief Executive
Officer and when so acting shall have all the powers and be subject to all the
restrictions upon the Chief Executive Officer.

          Section 4.08  VICE PRESIDENT.  The Vice President(s), if any, shall
exercise and perform such powers and duties with respect to the administration
of the business and affairs of the Corporation as from time to time may be
assigned to each of them by the President, by the Chief Executive Officer, by
the Board or as is prescribed by the Bylaws.  In the absence or disability of
the President, the Vice Presidents, in order of their rank as fixed by the
Board, or if not ranked, the Vice President designated by the Board, shall
perform all of the duties of the President and when so acting shall have all of
the powers of and be subject to all the restrictions upon the President.

          Section 4.09  SECRETARY.  The Secretary shall keep, or cause to be
kept, a book of minutes at the principal office for the transaction of the
business of the Corporation, or such other place as the Board may order, of all
meetings of directors or stockholders, with the time and place of holding,
whether regular or special, and if special, how authorized and the notice
thereof given, the names of those present at directors' meetings, the number of
shares present or represented at stockholders' meetings and the proceedings
thereof.

          The Secretary shall keep, or cause to be kept, at the principal office
for the transaction of the business of the Corporation or at the office of the
Corporation's transfer agent, a share register, or a duplicate share register,
showing the names of the stockholders and their addresses, the number and
classes of shares held by each, the number and date of certificates issued for
the same, and the number and date of cancellation of every certificate
surrendered for cancellation.

          The Secretary shall give, or cause to be given, notice of all the
meetings of the stockholders and of the Board required by these Bylaws or by law
to be given, and he shall keep the seal of the Corporation in safe custody, and
shall have such other powers and perform such other duties as may be prescribed
by the Board or these Bylaws.  If for any reason the Secretary shall fail to
give notice of any special meeting of the Board called by one or more of the
persons identified in Section 3.10 of these Bylaws, or if he shall fail to give
notice of any special meeting of the stockholders called by one or more of the
persons identified in Section 2.02 of these Bylaws, then any such person or
persons may give notice of any such special meeting.

          Section 4.10  TREASURER.  The Treasurer shall keep and maintain or
cause to be kept and maintained, adequate and correct accounts of the properties
and business transactions of the Corporation, including accounts of its assets,
liabilities, receipts, disbursements, gains, losses, capital, surplus and
shares.  Any surplus, including earned surplus, paid-in surplus and surplus
arising from a reduction of capital, shall be classified 

                                      -11-
<PAGE>
 
according to source and shown in a separate account. The books of account at all
reasonable times shall be open to inspection by any director.

          The Treasurer shall deposit all moneys and other valuables in the name
and to the credit of the Corporation with such depositories as may be designated
by the Board.  He shall disburse the funds of the Corporation as may be ordered
by the Board, shall render to the President, to the Chief Executive Officer and
to the directors, whenever they request it, an account of all of his
transactions as Treasurer and of the financial condition of the Corporation, and
shall have such other powers and perform such other duties as may be prescribed
by the Board or these Bylaws.  If required by the Board, he shall give the
Corporation a bond, in such sum and with such surety or sureties as shall be
satisfactory to the Board, for the faithful performance of his duties of his
office and for the restoration to the Corporation, in case of his death,
resignation, retirement or removal from office, of all books, papers, vouchers,
money and other property of whatever kind in his possession or under his control
belonging to the Corporation.


V
                           SHARES AND THEIR TRANSFER

          Section 5.01  CERTIFICATES FOR STOCK.  Every owner of stock of the
Corporation shall be entitled to have a certificate or certificates, in such
form as the Board shall prescribe, certifying the number and class of shares of
the stock of the Corporation owned by him.  The certificates representing the
shares of such stock shall be numbered in the order in which they shall be
issued and shall be signed in the name of the Corporation by the Chairman of the
Board, the President or a Vice President and by the Secretary or an Assistant
Secretary or by the Treasurer or an Assistant Treasurer.  Any or all of the
signatures on the certificates may be a facsimile.  In case any officer,
transfer agent or registrar who has signed or whose facsimile signature has been
placed upon any such certificate shall thereafter have ceased to be such
officer, transfer agent or registrar before such certificate is issued, such
certificate may nevertheless be issued by the Corporation with the same effect
as though the person who signed such certificate, or whose facsimile signature
shall have been placed thereupon, were such officer, transfer agent or registrar
at the date of issue.  A record shall be kept of the respective names of the
persons, firms or corporations owning the stock represented by such
certificates, the number and class of shares represented by such certificates,
respectively, and the respective dates of cancellation.  Every certificate
surrendered to the Corporation for exchange or transfer shall be cancelled, and
no new certificate or certificates shall be issued in exchange for any existing
certificate until such existing certificate shall have been cancelled, except in
cases provided for in Section 5.04 of these Bylaws.

                                      -12-
<PAGE>
 
          Section 5.02  TRANSFER OF STOCK.  Transfer of shares of stock of the
Corporation shall be made only on the books of the Corporation by the registered
holder thereof, or by his attorney thereunto authorized by power of attorney
duly executed and filed with the Secretary, or with a transfer clerk or a
transfer agent appointed as provided in Section 5.03 of these Bylaws, and upon
surrender of the certificate or  certificates for such shares properly endorsed
and the payment of all taxes thereon.  The person in whose name shares of stock
stand on the books of the Corporation shall be deemed the owner thereof for all
purposes as regards the Corporation.  Whenever any transfer of shares shall be
made for collateral security, and not absolutely, such fact shall be stated
expressly in the entry of transfer if, when the certificate or certificates
shall be presented to the Corporation for transfer, both the transferor and
transferee request the Corporation to do so.

          Section 5.03  REGULATIONS.  The Board may make such rules and
regulations as it may deem expedient, not inconsistent with these Bylaws,
concerning the issue, transfer and registration of certificates for shares of
the stock of the Corporation.  The Board may appoint, or authorize any officer
or officers to appoint, one or more transfer clerks or one or more transfer
agents and one or more registrars, and may require all certificates for stock to
bear the signature or signatures of any of them.

          Section 5.04  LOST, STOLEN, DESTROYED AND MUTILATED CERTIFICATES.  In
any case of loss, theft, destruction, or mutilation of any certificate of stock,
another may be issued in its place upon proof of such loss, theft, destruction,
or mutilation and upon the giving of a bond of indemnity to the Corporation in
such form and in such sums as the Board may direct; provided, however, that a
new certificate may be issued without requiring any bond when, in the judgment
of the Board, it is proper to do so.

          Section 5.05  RECORD DATE.  In order that the Corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
the stockholders or any adjournment thereof, or entitled to receive payment of
any dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any other change, conversion or exchange of
stock or for the purpose of any other lawful action, the Board may fix, in
advance, a record date, which shall not be more than sixty (60) nor less than
ten (10) days before the date of such meeting, nor more than sixty (60) days
prior to any other action.  If, in any case involving the determination of
stockholders for any purpose other than notice of or voting at a meeting of
stockholders, the Board shall not fix such a record date, the record date for
determining stockholders for such purpose shall be the close of business on the
day on which the Board shall adopt the resolution relating thereto.  A
determination of stockholders entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of such meeting; provided, however,
that the Board may fix a new record date for the adjourned meeting.

          Section 5.06  REPRESENTATION OF SHARES OF OTHER CORPORATIONS.  The
President or any Vice President and the Secretary or any Assistant Secretary of
this Corporation are authorized to vote, represent and exercise on behalf of
this 

                                      -13-
<PAGE>
 
Corporation all rights incident to all shares of any other corporation or
corporations standing in the name of this Corporation. The authority herein
granted to said officers to vote or represent on behalf of this Corporation any
and all shares held by this Corporation in any other corporation or corporations
may be exercised either by such officers in person or by any person authorized
so to do by proxy or power of attorney duly executed by said officers.

          Section 5.07  STATEMENT OF STOCK RIGHTS, PREFERENCES, PRIVILEGES.  If
the Corporation shall be authorized to issue more than one class of stock or
more than one series of any class, the powers, designations, preferences and
relative, participating, option or other special rights of each class of stock
or series thereof and the qualification, limitations or restrictions of such
preferences and/or rights shall be set forth in full or summarized on the face
or back of the certificate which the Corporation shall issue to represent such
class or series of stock, provided that, except as otherwise provided in Section
202 of the General Corporation Law of Delaware, in lieu of the foregoing
requirements, there may be set forth on the face or back of the certificate
which the Corporation shall issue to represent such class or series of stock, a
statement that the Corporation will furnish without charge to each stockholder
who so requests the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights.


VI
                                INDEMNIFICATION

          Section 6.01  ACTIONS OTHER THAN BY OR IN THE RIGHT OF THE
CORPORATION.  The Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in, or not opposed
to, the best interests of the Corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful.  The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in, or not opposed to,
the best interests of the Corporation, and, with respect to any criminal action
or proceeding, that he had reasonable cause to believe that his conduct was
unlawful.

          Section 6.02  ACTIONS BY OR IN THE RIGHT OF THE CORPORATION.  The
Corporation shall indemnify any person who was or is a party or is threatened to
be made 

                                      -14-
<PAGE>
 
a party to any threatened, pending or completed action or suit by or in the
right of the Corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
Corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

          Section 6.03  DETERMINATION OF RIGHT OF INDEMNIFICATION.  Any
indemnification under Section 6.01 or 6.02 of these Bylaws (unless ordered by a
court) shall be made by the Corporation only as authorized in the specific case
upon a determination that indemnification of the director, officer, employee or
agent is proper in the circumstances because he has met the applicable standard
of conduct set forth in Sections 6.01 and 6.02 of these Bylaws.  Such
determination shall be made (i) by a majority vote of directors who were not
parties to such action, suit or proceeding, even though less than a quorum, or
(ii) if there are no such directors, or if such directors so direct, by
independent legal counsel in a written opinion, or (iii) by the stockholders.

          Section 6.04  INDEMNIFICATION AGAINST EXPENSES OF SUCCESSFUL PARTY.
Notwithstanding the other provisions of this Article VI, to the extent that a
director, officer, employee or agent of the Corporation has been successful on
the merits or otherwise in defense of any action, suit or proceeding referred to
in Section 6.01 or 6.02 of these Bylaws, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith.

          Section 6.05  ADVANCE OF EXPENSES.  Expenses (including attorneys'
fees) incurred by an officer or director in defending a civil, criminal,
administrative or investigative action, suit or proceeding may be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding as authorized by the Board upon receipt of an undertaking by or on
behalf of such director or officer, to repay such amount if it shall ultimately
be determined that he is not entitled to be indemnified by the Corporation as
authorized in this Article VI.  Such expenses (including attorneys' fees)
incurred by other employees or agents may be so paid upon such terms and
conditions, if any, as the Board deems appropriate.

                                      -15-
<PAGE>
 
          Section 6.06  INSURANCE.  Upon resolution passed by the Board, the
Corporation may purchase and maintain insurance on behalf of any person who is
or was a director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability under
the provisions of this Article VI.

          Section 6.07  CONSTITUENT CORPORATIONS.  For the purposes of this
Article VII, references to "the Corporation" include in addition to the
resulting corporation, any constituent corporation (including any constituent of
a constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers and employees or agents, so that any person who is or was a
director, officer, employee or agent of such constituent corporation, or is or
was serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise shall stand in the same position under the provisions
of this Article VI with respect to the resulting or surviving corporation as he
would have with respect to such constituent corporation if its separate
existence had continued.

          Section 6.08  OTHER ENTERPRISES.  For the purposes of this Article VI,
references to "other enterprises" shall include employee benefit plans;
references to "fines" shall include any excise taxes assessed on a person with
respect to any employee benefit plan; and references to "serving at the request
of the Corporation" shall include any service as a director, officer, employee
or agent of the Corporation which imposes duties on, or involves services by,
such director, officer, employee or agent with respect to any employee benefit
plan, its participants or beneficiaries; and a person who acted in good faith
and in a manner he reasonably believed to be in the interest of the participants
and beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the Corporation" as referred to in
this Article VI.

          Section 6.09  BROADEST LAWFUL INDEMNIFICATION.  In addition to the
foregoing, the Corporation shall, to the broadest and maximum extent permitted
by Delaware law, as the same exists from time to time (but, in case of any
amendment to or change in Delaware law, only to the extent that such amendment
or change permits the Corporation to provide broader rights of indemnification
than is permitted to the Corporation prior to such amendment or change),
indemnify each person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative by reason of the fact that he
is or was a director or officer of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding.  In addition, 

                                     -16-
<PAGE>
 
the Corporation shall, to the broadest and maximum extent permitted by Delaware
law, as the same may exist from time to time (but, in case of any amendment to
or change in Delaware law, only to the extent that such amendment or change
permits the Corporation to provide broader rights of payment of expenses
incurred in advance of the final disposition of an action, suit or proceeding
than is permitted to the Corporation prior to such amendment or change), pay to
such person any and all expenses (including attorneys' fees) incurred in
defending or settling any such action, suit or proceeding in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of the director or officer, to repay such amount if
it shall ultimately be determined by a final judgment or other final
adjudication that he is not entitled to be indemnified by the Corporation as
authorized in this Section 6.09. The first sentence of this Section 6.09 to the
contrary notwithstanding, the Corporation shall not indemnify any such person
with respect to any of the following matters: (i) remuneration paid to such
person if it shall be determined by a final judgment or other final adjudication
that such remuneration was in violation of law; or (ii) any accounting of
profits made from the purchase or sale by such person of the Corporation's
securities within the meaning of Section 16(b) of the Securities Exchange Act of
1934 and amendments thereto or similar provisions of any federal, state or local
statutory law; or (iii) actions brought about or contributed to by the
dishonesty of such person, if a final judgment or other final adjudication
adverse to such person establishes that acts of active and deliberate dishonesty
were committed or attempted by such person with actual dishonest purpose and
intent and were material to the adjudication; or (iv) actions based on or
attributable to such person having gained any personal profit or advantage to
which he was not entitled, in the event that a final judgment or other final
adjudication adverse to such person establishes that such person in fact gained
such personal profit or other advantage to which he was not entitled; or (v) any
matter in respect of which a final decision by a court with competent
jurisdiction shall determine that indemnification is unlawful; provided,
however, that the Corporation shall perform its obligations under the second
sentence of this Section 6.09 on behalf of such person until such time as it
shall be ultimately determined by a final judgment or other final adjudication
that he is not entitled to be indemnified by the Corporation as authorized by
the first sentence of this Section 6.09 by virtue of any of the preceding
clauses (i), (ii), (iii), (iv) or (v).

          Section 6.10  NON-EXCLUSIVITY.  The indemnification provided by this
Article VI shall not be deemed exclusive of any other rights to which those
indemnified may be entitled under any by-law, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office, and shall
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and administrators
of such a person.

          Section 6.11  SEVERABILITY.  If any part of this Article VI shall be
found, in any action, suit or proceeding or appeal therefrom or in any other
circumstances or as to any particular officer, director, employee or agent to be
unenforceable, ineffective or invalid 

                                      -17-
<PAGE>
 
for any reason, the enforceability, effect and validity of the remaining parts
or of such parts in other circumstances shall not be affected, except as
otherwise required by applicable law.

          Section 6.12  AMENDMENTS.  The foregoing provisions of this Article VI
shall be deemed to constitute an agreement between the Corporation and each of
the persons entitled to indemnification hereunder, for as long as such
provisions remain in effect.  Any amendment to the foregoing provisions of this
Article VII which limits or otherwise adversely affects the scope of
indemnification or rights of any such persons hereunder shall, as to such
persons, apply only to claims arising, or causes of action based on actions or
events occurring, after such amendment and delivery of notice of such amendment
is given to the person or persons whose rights hereunder are adversely affected,
such amendment shall have no effect on such rights of such persons hereunder.
Any person entitled to indemnification under the foregoing provisions of this
Article VI shall, as to any act or omission occurring prior to the date of
receipt of such notice, be entitled to indemnification to the same extent as had
such provisions continued as Bylaws of the Corporation without such amendment.


VII
                                 MISCELLANEOUS

          Section 7.01  SEAL.  The Board shall provide a corporate seal, which
shall be in the form of a circle and shall bear the name of the Corporation and
words and figures showing that the Corporation was incorporated in the State of
Delaware and showing the year of incorporation.

          Section 7.02  WAIVER OF NOTICES.  Whenever notice is required to be
given by these Bylaws or the Certificate of Incorporation or by law, the person
entitled to said notice may waive such notice in writing, either before or after
the time stated therein, and such waiver shall be deemed equivalent to notice.

          Section 7.03  LOANS AND GUARANTIES.  The Corporation may lend money
to, or guarantee any obligation of, and otherwise assist any officer or other
employee of the Corporation or of its subsidiaries, including any officer or
employee who is a director of the Corporation or of its subsidiaries, whenever,
in the judgment of the Board, such loan, guaranty or assistance may reasonably
be expected to benefit the Corporation.  The loan, guaranty, or other assistance
may be with or without interest, and may be unsecured or secured in such manner
as the Board shall approve, including, without limitation, a pledge of shares of
stock of the Corporation.

          Section 7.04  GENDER.  All personal pronouns used in these Bylaws
shall include the other genders, whether used in the masculine, feminine or
neuter gender, and the singular shall include the plural, and vice versa,
whenever and as often as may be appropriate.

                                      -18-
<PAGE>
 
          Section 7.05  AMENDMENTS.  These Bylaws, or any of them, may be
rescinded, altered, amended or repealed, and new Bylaws may be made (i) by the
Board, by vote of a majority of the number of directors then in office as
directors, acting at any meeting of the Board or (ii) by the stockholders, by
the vote of sixty-six and two-thirds percent (66_%) of the outstanding shares of
voting stock of the Corporation, at an annual meeting of stockholders, without
previous notice, or at any special meeting of stockholders, provided that notice
of such proposed amendment, modification, repeal or adoption is given in the
notice of special meeting; provided, however, that Section 2.02 of these Bylaws
can only be amended if that Section as amended would not conflict with the
Corporation's Certificate of Incorporation.  Any Bylaw made or altered by the
stockholders may be altered or repealed by the Board or may be altered or
repealed by the stockholders.

                                      -19-