<PAGE>
 
                                                                     Exhibit 3.2

                                  B Y L A W S

                                       OF

                          SNYDER COMMUNICATIONS, INC.

                                   ARTICLE I

                                    OFFICES

Section 1.       Registered Office.  The registered office of the Corporation
shall be at 1013 Centre Road, in the City of Wilmington, County of New Castle,
State of Delaware.  The registered agent of the corporation at such address is
Corporation Service Company.

Section 2.       Other Offices.  The Corporation may also have offices,
including its principal office, at such other places both within and without the
State of Delaware as the board of directors may from time to time determine or
the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

Section 1.       Place of Meetings.  All meetings of the stockholders shall be
held at such places either within or without the State of Delaware as shall be
designated from time to time by the board of directors and stated in the notice
of the meeting or in a duly executed waiver of notice thereof.

Section 2.       Annual Meetings.  The annual meeting of stockholders for the
election of directors and the transaction of other business as may properly come
before the meeting shall be held in each year at such date and time as shall be
designated from time to time by the board of directors and stated in the notice
of the meeting.

Section 3.       Notice of Annual Meetings.  Written notice of the annual
meeting stating the place, date and hour of the meeting shall be given to each
stockholder entitled to vote at such meeting, not less than ten nor more than
sixty days before the date of the meeting. If mailed, such notice shall be
deemed to have been given when deposited in the United States mail, postage
prepaid, directed to the stockholder at his address as it appears on the records
of the Corporation.

Section 4.       List of Stockholders.  The officer who has charge of the stock
ledger of the Corporation shall prepare and make, at least ten 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
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each stockholder.  The list shall be arranged by voting group and within each
voting group by class or series of shares.  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 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 meeting during the whole time thereof, and may be inspected by any
stockholder who is present at such meeting.

Section 5.       Special Meetings.  Special meetings of the stockholders for any
purpose or purposes, unless otherwise prescribed by statute or by the
certificate of incorporation, may be called by the president or by the board of
directors and shall also be called by the secretary at the request in writing of
the holders of, in the aggregate, not less than 25% of the outstanding shares of
the Corporation entitled to vote at such meeting, or of the board of directors.
Such request shall state the purpose or purposes of the proposed meeting.

Section 6.       Notice of Special Meetings.  Written notice of a special
meeting stating the place, date and hour of the meeting, and the purpose or
purposes for which the meeting is called, shall be given not less than ten nor
more than sixty days before the date of the meeting, to each stockholder
entitled to vote at such meeting.

Section 7.       Business of Special Meetings.  Business transacted at any
special meeting of stockholders shall be limited to the purposes stated in the
notice.

Section 8.       Quorum.  The holders of at least a majority of the stock issued
and outstanding and entitled to vote at any meeting of the stockholders, present
in person or represented by proxy, shall constitute a quorum at all meetings of
the stockholders for the transaction of business except as otherwise provided by
statute or by the certificate of incorporation. If, however, such quorum shall
not be present or represented at any meeting of the stockholders, the
stockholders entitled to vote thereat, present in person or represented by
proxy, shall have the power to adjourn the meeting from time to time, without
notice other than announcement at the meeting of the time and place of the
adjourned meeting, until a quorum shall be present or represented. At such
adjourned meeting, at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the original
meeting. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.

Section 9.       Vote Required for Action.  When a quorum is present at any
meeting, the affirmative vote of the majority of shares present in person or
represented by proxy at the meeting and entitled to vote on the subject matter
shall be the act of the stockholders.

Section 10.      Voting Rights.  Except as otherwise provided in the certificate
of incorporation, each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of stock having voting
power held by such stockholder, but no proxy shall be voted or acted upon after
three years from its date, unless the proxy provides for a longer period.

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                                  ARTICLE III

                                   DIRECTORS

Section 1.       Number Constituting Entire Board; Election.  The number of
directors which shall constitute the whole board shall be not less than one (1)
nor more than nine (9).  Within such limits the actual number of directors which
shall constitute the whole board shall be as fixed from time to time by the
board of directors.  The directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 3 of this Article and except that
the initial director of the Corporation was appointed by the incorporator of the
Corporation, and each director elected shall hold office until his successor is
elected and qualified or until his earlier resignation or removal. Directors
need not be stockholders.

Section 2.       Resignation and Removal.  Any director may resign at any time
upon written notice to the Corporation.  Any director may be removed, with or
without cause, by the holders of a majority of the shares then entitled to vote
at an election of directors.

Section 3.       Filling of Vacancies.  Vacancies and newly created
directorships resulting from any increase in the authorized number of directors
and any vacancies on the Board resulting from death, resignation,
disqualification, removal or other cause shall be filled by the affirmative vote
of a majority of the remaining directors then in office, though less than a
quorum, or by a sole remaining director, and the directors so chosen shall hold
office until the next annual election and until their successors are duly
elected and shall qualify, or until their earlier resignation or removal.  If
there are no directors in office, then an election of directors may be held in
the manner provided by statute. No decrease in the number of directors
constituting the Board shall shorten the term of any incumbent director.

Section 4.       Management by Directors.  The business and affairs of the
Corporation shall be managed by its 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 stockholders.

Section 5.       Place of Meetings.  The board of directors of the Corporation
may hold meetings, both regular and special, either within or outside the State
of Delaware.

Section 6.       Annual Meeting.  The annual meeting of the board of directors
shall be held immediately after the annual meeting of stockholders and at the
same place, and no notice of such meeting shall be necessary in order legally to
constitute the meeting, provided a quorum shall be present. In the event such
meeting is not held at that time and place, the meeting may be held at such time
and place as shall be specified in a notice given as hereinafter provided for
special meetings of the board of directors, or as shall be specified in a
written waiver signed by all of the directors.

Section 7.       Regular Meetings.  Regular meetings of the board of directors
may be held without other notice at such time and at such place as shall from
time to time be determined by the board.

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Section 8.       Special Meetings.  Special meetings of the board may be called
by the president on one day's notice to each director, either personally or by
mail, facsimile, telegram or express courier; special meetings shall be called
by the president or secretary in like manner and on like notice on the written
request of a majority of the directors.

Section 9.       Quorum; Vote Required for Action.  At all meetings of the board
or any committee, a majority of the total number of directors of the board or
such committee shall constitute a quorum for the transaction of business and the
act of a majority of the directors of the board or committee present at any
meeting at which there is a quorum shall be the act of the board of directors or
the applicable committee, except as may be otherwise specifically provided by
statute or by the certificate of incorporation.  If a quorum shall not be
present at any meeting of the board of directors or any committee, the directors
present thereat may adjourn the meeting from time to time, without notice other
than announcement at the meeting of the time and place of the adjourned meeting,
until a quorum shall be present.

Section 10.      Participation By Conference Telephone.  Members of the board of
directors, or any committee thereof, may participate in a meeting of the board
or any committee by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and participation in a meeting pursuant to this subsection shall
constitute presence in person at such meeting.

Section 11.      Action Without Meeting.  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 of directors or of any committee thereof
may be taken without a meeting, if all members of the board or such committee
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the board or such committee.

Section 12.      Compensation.  The directors may be paid their expenses, if
any, of attendance at each meeting of the board of directors and may be paid a
fixed sum for attendance at each meeting of the board of directors and/or a
stated salary as director. No such payment shall preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefor. Members of standing or special committees may be allowed like
compensation for attending committee meetings.

Section 13.      Committees.  The board of directors may, by resolution passed
by a majority of the whole board, designate one or more committees, each
committee to consist of one or more of the directors of the Corporation.  The
board may designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee. Any such committee, to the extent provided in the resolution, and
subject to any restrictions imposed by statute, shall have and may exercise the
powers of the board of directors in the management of the business and affairs
of the Corporation, and may authorize the seal of the Corporation to be affixed
to all papers which may require it; provided, however, that in the absence or
disqualification of any member of such committee or committees, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he, she or they constitute a quorum, may unanimously appoint another
member of the board of directors to act at the meeting in the place of any such
absent or disqualified member. Such

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committee or committees shall have such name or names as may be determined from
time to time by resolution adopted by the board of directors.

Section 14.      Minutes of Committee Meetings.  Each committee shall keep
regular minutes of its meetings and report the same to the board of directors
when required.

                                   ARTICLE IV

                                    NOTICES

Section 1.       Manner of Giving Notice.  Whenever, under the provisions of the
statutes or of the certificate of incorporation or of these bylaws, notice is
required to be given to any director or stockholder, it shall not be construed
to require personal notice, but such notice may be given in writing, by mail,
addressed to such director or stockholder, at his address as it appears on the
records of the Corporation, with postage thereon prepaid, and such notice shall
be deemed to be given at the time when the same shall be deposited in the United
States mail.  Notice may also be given by telegram, express courier, or
facsimile.

Section 2.       Waiver of Notice.  Whenever any notice is required to be given
under the provisions of the statutes or of the certificate of incorporation or
of these bylaws, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent to notice.  Attendance of a person at a meeting of
stockholders, directors, or members of a committee of directors, shall
constitute a waiver of notice of such meeting, except when the stockholder,
director or committee member attends a meeting for the express purpose of
objecting, at the beginning of the meeting, 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
stockholders, directors, or members of a committee of directors need be
specified in any written waiver of notice unless so required by the certificate
of incorporation or these bylaws.

                                   ARTICLE V

                                    OFFICERS

Section 1.       Required Officers.  The officers of the Corporation shall be
chosen by the board of directors and shall include a president, a treasurer, and
a secretary.  Any number of offices  may be held by the same person unless the
certificate of incorporation or these bylaws otherwise provide.

Section 2.       Additional Officers.  The board of directors may appoint one or
more vice presidents and such other officers and agents as it shall deem
necessary, including but not limited to a chief executive officer, chief
operating officer and a chief financial officer, who shall hold their offices
for such terms and shall exercise such powers and perform such duties as shall
be determined from time to time by the board.

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Section 3.       Election of Officers.  The board of directors at its first
meeting after each annual meeting of stockholders shall choose the officers of
the Corporation, except that the first officers of the Corporation shall be
chosen by the initial director at the organizational meeting of the board of
directors following incorporation.

Section 4.       Compensation.  The salaries of all officers and agents of the
Corporation shall be fixed by or in the manner prescribed by the board of
directors.

Section 5.       Tenure.  Each officer of the Corporation shall hold office
until his successor is elected and qualified or until his earlier resignation or
removal.  Any officer elected or appointed by the board of directors may be
removed at any time by the affirmative vote of a majority of the total number of
directors.  Any officer may resign at any time upon written notice to the
Corporation.  Any vacancy occurring in any office of the Corporation shall be
filled by or in the manner prescribed by the board of directors.

Section 6.       Chief Executive Officer.  The chief executive officer shall be
the chief executive officer of the Corporation and shall have general and active
supervision and management of the business of the Corporation. The chief
executive officer may sign, on behalf of the Corporation, certificates for
shares of the Corporation, any deeds, mortgages, bonds, contracts or other
instruments which the board of directors has authorized to be executed, except
in cases where the signing and execution thereof shall be expressly delegated by
the board of directors or by these bylaws to some other officer or agent of the
Corporation, or shall be required by law to be otherwise signed or executed,
and, in general, shall perform all duties incident to the office of chief
executive officer and such other duties as may be prescribed by the board of
directors from time to time.

Section 7.       Chief Operating Officer.  In the absence of the chief executive
officer, if any, or as may be agreed between the chief executive officer and the
chief operating officer, the chief operating officer shall perform the duties of
the chief executive officer, and when so acting, shall have all the powers of
and be subject to all the restrictions upon the chief executive officer. The
chief operating officer shall generally assist the chief executive officer and
shall perform such other duties and have such other powers as the board of
directors may from time to time prescribe.

Section 8.       President.  The president shall have those duties as
the board of directors may from time to time establish.

Section 9.       Chief Financial Officer.  The Chief Financial Officer shall
have those duties as the board of directors may from time to time establish.

Section 10.      Vice President.  In the absence of the chief executive officer,
if any, the chief operating officer, the president, the vice president, if any,
or in the event there be more than one vice president, the vice presidents in
the order designated, or in the absence of any designation, then in the order of
their election, shall perform the duties of the president, and when so acting,
shall have all the powers of and be subject to all the restrictions upon the
president. The vice president shall generally assist the president and shall
perform such other duties and have such other powers as the board of directors
may from time to time prescribe.

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Section 11.      Secretary.  The secretary shall attend all meetings of the
board of directors and all meetings of the stockholders and shall record all the
proceedings of the meetings of the stockholders and of the board of directors in
a book to be kept for that purpose, and shall perform like duties for the
standing committees when requested by such committees.  The secretary shall
give, or cause to be given, required notice of all meetings of the stockholders
and the board of directors, and shall perform such other duties as may be
prescribed by the board of directors.  The secretary shall have custody of the
stock certificate books and stockholder records and such other books and records
as the board of directors may direct. The secretary shall have custody of the
corporate seal of the Corporation and shall have authority to affix the same to
any instrument requiring it and when so affixed, it may be attested by the
secretary's signature. The board of directors may give general authority to any
other officer to affix the seal of the Corporation and to attest the affixing
thereof by his signature.

Section 12.      Treasurer.  The treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the board of
directors and shall disburse the funds of the Corporation as may be ordered by
the board of directors, taking proper vouchers for such disbursements, and shall
render to the president and the board of directors, at its regular meetings, or
when the board of directors so requires, an account of all his transactions as
treasurer and of the financial condition of the Corporation and shall perform
such other duties and have such other powers as the board of directors or
president may from time to time prescribe.

                                   ARTICLE VI

              CERTIFICATES OF STOCK; STOCK TRANSFERS; RECORD DATE

Section 1.       Certificates.  Every holder of stock in the Corporation shall
be entitled to have a certificate signed by, or in the name of, the Corporation
by the chairman of the board of directors or the president or any vice
president designated by the board of directors, and by the treasurer or the
secretary certifying the number of shares owned by him in the Corporation.  If
the Corporation is authorized to issue different classes of shares or different
series within a class, the designations, relative rights, preferences, and
limitations applicable to each class and the variations in rights, preferences,
and limitations determined for each series (and by the authority of the board of
directors to determine variations for future series) shall be summarized on the
front or back of each certificate of shares of such class or series.
Alternatively, each certificate may state conspicuously on its front or back
that the Corporation will furnish the stockholder this information on request in
writing and without charge. All certificates for shares shall be consecutively
numbered or otherwise identified. The name and address of the person to whom the
shares represented thereby are issued, with the number of shares and date of
issue, shall be entered on the stock transfer books of the Corporation. Any or
all of the signatures on the certificate may be a facsimile. In case any
officer, transfer agent or registrar who has signed or whose facsimile signature
has been placed upon a certificate shall have ceased to be such officer,

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transfer agent or registrar before such certificate is issued, it may be issued
by the Corporation as if he were such officer, transfer agent or registrar at
the date of issue.

Section 2.       Lost Certificates.  The board of directors may direct a new
stock certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the owner
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate, the board of directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or certificates, or his
legal representative, to give the Corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the Corporation
with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 3.       Transfers of Stock.  Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate for shares accompanied by
proper evidence of authority to transfer, the Corporation shall issue a new
certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books.

Section 4.       Fixing Record Date.

            (a)      In order that the Corporation may determine the
            stockholders entitled to notice of or to vote at any meeting of
            stockholders or any adjournment thereof, the board of directors may
            fix a record date, which record date shall not precede the date upon
            which the resolution fixing the record date is adopted by the board
            of directors, and which record date shall not be more than sixty nor
            less than ten days before the date of such meeting. If no record is
            fixed by the board of directors, the record date for determining
            stockholders entitled to notice of or to vote at a meeting of
            stockholders shall be at the close of business on the day next
            preceding the day on which notice is given, or, if notice is waived,
            at the close of business on the day next preceding the next day on
            which the meeting is held.  A determination of stockholders of
            record entitled to notice of or to vote at a meeting of stockholders
            shall apply to any adjournment of the meeting; provided, however,
            that the board of directors may fix a new record date for the
            adjourned meeting.

            (b)      In order that the Corporation may determine the
            stockholders entitled to consent to corporate action in writing
            without a meeting, the board of directors may fix a record date,
            which record date shall not precede the date upon which the
            resolution fixing the record date is adopted by the board of
            directors, and which date shall not be more than ten days after the
            date upon which the resolution fixing the record date is adopted by
            the board of directors.  If no record date has been fixed by the
            board of directors, the record date for determining stockholders
            entitled to consent to corporate action in writing without a
            meeting, when no prior action by the board of directors is required
            by the General Corporation Law of Delaware, shall be the first date
            on which a signed written consent setting forth the action taken or
            proposed to be taken is delivered to the Corporation by delivery to
            its registered office in Delaware, its principal place of business
            or an officer or agent of the Corporation having custody of the book
            in which proceedings of meetings of stockholders are recorded.
            Delivery made to the Corporation's registered office shall be by
            hand or by certified or registered mail, return receipt requested.
            If

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no record date has been fixed by the board of directors and prior action by the
board of directors is required by the General Corporation Law of Delaware, the
record date for determining stockholders entitled to consent to corporate action
in writing without a meeting shall be at the close of business on the day on
which the board of directors adopts the resolution taking such prior action.

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

Section 5.       Registered Stockholders.  The Corporation shall be entitled to
treat the record holder of any shares of stock of the Corporation as the owner
thereof for all purposes, including all rights deriving from such shares, and
except as required by law shall not be bound to recognize any equitable or other
claim to, or interest in, such shares or rights deriving from such shares, on
the part of any other person, including, but without limiting the generality
thereof, a purchaser, assignee or transferee of such shares or rights deriving
from such shares, unless and until such purchaser, assignee, transferee or other
person becomes the record holder of such shares, whether or not the Corporation
shall have either actual or constructive notice of the interest of such
purchaser, assignee, transferee or other person. Any such purchaser, assignee,
transferee or other person shall not be entitled to receive notice of the
meetings of stockholders, to vote at such meetings, to examine a complete list
of the stockholders entitled to vote at meetings, or to own, enjoy, and exercise
any other property or rights deriving from such shares against the Corporation,
until such purchaser, assignee, transferee or other person has become the record
holder of such shares.

                                  ARTICLE VII

                               GENERAL PROVISIONS

Section 1.       Fiscal Year.  The fiscal year of the Corporation shall commence
or end at such time as the board of directors may designate.

Section 2.       Execution of Instruments.  Contracts, deeds, documents and
instruments shall be executed by the chief executive officer, if any, the
president or the chief operating officer unless the board of directors shall, in
a particular situation or as a general direction, designate another procedure
for their execution.

Section 3.       Checks and Drafts.  The Corporation shall establish a bank
account for deposit of the funds of the Corporation and the drawing of checks or
drafts thereon. All checks or drafts drawn on such account shall require the
signature of one of the president, the chief

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executive officer or the chief operating officer of the Corporation.  The
appointment of additional signatories of the bank account and the opening of
additional bank accounts shall require the approval of the board of directors.

Section 4.       Corporate Seal.  The corporate seal, if the directors shall
adopt one, shall have inscribed thereon the name of the Corporation, the year of
its organization and the words "Corporate Seal, Delaware."  The seal may be used
by causing it or a facsimile thereof to be impressed, affixed, or reproduced in
any other manner.

Section 5.       Voting Shares in Other Corporations.  In the absence of other
arrangements by the board of directors, shares of stock issued by any other
corporation and owned or controlled by this Corporation may be voted at any
stockholders' meeting of the other corporation by the chief executive officer of
this Corporation, if any, the president of this Corporation or, if he or she is
not present at the meeting, by the chief operating officer of this Corporation,
if any, or if so determined by the board of directors, by a vice president of
the Corporation designated by the board, and in the event that none of the chief
executive officer, the president, the chief operating officer or such vice
president are present at a meeting, the shares may be voted by such person as
the president and secretary of this Corporation shall by duly executed proxy
designate to represent this Corporation.

                                  ARTICLE VIII

                   INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 1.       Definitions.  As used in this article, the term "person" means
any past, present or future director or officer of the Corporation or any
subsidiary or operating division thereof.

Section 2.       Indemnification Granted.  The Corporation shall indemnify, to
the full extent and under the circumstances permitted by the General Corporation
Law of the State of Delaware in effect from time to time, any person as defined
above, made or 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 such person is or was a director or
officer of the Corporation or a subsidiary or operating division thereof, or is
or was an employee or agent of the Corporation, or is or was serving at the
specific request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise, or
by reason of any action alleged to have been taken or omitted in such capacity,
against costs, charges, expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
or on such person's behalf in connection with such action, suit or proceeding
and any appeal therefrom, if such person acted in good faith and in a manner he
or she reasonably believed to be in or not opposed to the

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best interests of the Corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that his or her 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 or she 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 reasonable cause to believe that such conduct
was unlawful.

Section 3.       Requirements for Indemnification.  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 or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that such
person is or was a director, officer, employee or agent of the corporation, or a
subsidiary thereof or a designated officer of an operating division of the
Corporation, or is or was serving at the specific request of the Corporation as
a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, or by reason of any action alleged to
have been taken or omitted in such capacity, against costs, charges and expenses
(including attorneys' fees) actually and reasonably incurred by such person or
on such person's behalf in connection with the defense or settlement of such
action or suit and any appeal therefrom, if such person acted in good faith and
in a manner that such person 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 of Delaware or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of such
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such costs, charges and expenses
which the Court of Chancery or such other court shall deem proper.

Section 4.       Success on Merits of any Action.  Notwithstanding any other
provision of this Article, to the extent that a director, officer, employee or
agent of the corporation or any subsidiary or operating division thereof has
been successful on the merits or otherwise, including, without limitation, the
dismissal of an action without prejudice, in defense of any action, suit or
proceeding referred to in this Article, or in defense of any claim, issue or
matter therein, such person shall be indemnified against all costs, charges and
expenses (including attorneys' fees) actually and reasonably incurred by such
person or on such person's behalf in connection therewith.

Section 5.       Determination of Standard of Conduct.  Any indemnification
under Sections 2 and 3 of this Article (unless ordered by a court) shall be paid
by the Corporation only after a determination has been made (1) by the board of
directors by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (2) if such quorum is not
obtainable, or even if obtainable, a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (3) by the
stockholders, that indemnification of the director, officer, employee or agent
is proper in the circumstances of the specific case because such person has met
the applicable standard of conduct set forth in Sections 2 and 3 of this
Article.

Section 6.       Advance Payment; Representation by Corporation.

Costs, charges and expenses (including attorneys' fees) incurred by a person
referred to in Sections 2 and 3 of this Article in defending a civil or criminal
action, suit or proceeding shall be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding;

                                      -11-
<PAGE>
 
provided, however, that the payment of such costs, charges and expenses incurred
by a director or officer in such capacity as officer or director (and not in any
other capacity and which service was or is rendered by such person while a
director or officer) in advance of the final disposition of such action, suit or
proceeding shall be made only upon receipt of an undertaking by or on behalf of
the director or officer to repay all amounts so advanced in the event that it
shall ultimately be determined that such director or officer is not entitled to
be indemnified by the Corporation as authorized in this Article. Such costs,
charges and expenses incurred by other employees and agents may be so paid upon
such terms and conditions, if any, as the board of directors deems appropriate.
The Corporation may, in the manner set forth above, and upon approval of such
director, officer, employee or agent, authorize the Corporation's counsel to
represent such person, in any action, suit or proceeding, whether or not the
Corporation is a party to such action, suit or proceeding.

Section 7.       Procedure for Obtaining Indemnity.  Any indemnification under
Sections 2, 3 and 4, or advance of costs, charges and expenses under Section 6
of this Article, shall be made promptly, and in any event within sixty (60)
days, of the written notice of the director, officer, employee or agent. The
right to indemnification or advances as granted by this Article shall be
enforceable by the director, officer, employee or agent in any court of
competent jurisdiction if the Corporation denies such request, in whole or in
part, or if no disposition thereof is made within sixty (60) days. Such person's
costs and expenses incurred in connection with successfully establishing a right
to indemnification, in whole or in part, in any such action shall also be
indemnified by the Corporation. It shall be a defense to any such action (other
than an action brought to enforce a claim for the advance of costs, charges and
expenses under Section 6 of this Article where the required undertaking, if any,
has been received by the Corporation) that the claimant has not met the standard
of conduct set forth in Section 2 or 3 of this Article, but the burden of
proving such defense shall be on the Corporation. Neither failure of the
Corporation (including its board of directors, its independent legal counsel,
and its stockholders) to have made a determination that indemnification of the
claimant is proper in the circumstances because such person has met the
applicable standard of conduct set forth in Section 2 or 3 of this Article, nor
the fact that there has been an actual determination by the Corporation
(including its board of directors, its independent legal counsel, and its
stockholders) that the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct.

Section 8.       Indemnification Not Exclusive.  This right of indemnification
shall not be deemed exclusive of any other rights to which a person indemnified
herein may be entitled by law, agreement, vote of stockholders or disinterested
directors or otherwise, and shall continue as to a person who has ceased to be a
director, officer, designated officer, employee or agent and shall inure to the
benefit of the heirs, executors, administrators and other legal representatives
of such person. It is not intended that the provisions of this article be
applicable to, and they are not to be construed as granting indemnity with
respect to, matters as to which indemnification would be in contravention of the
laws of Delaware or of the United States of America, whether as a matter of
public policy or pursuant to statutory provision.

                                      -12-
<PAGE>
 
Section 9.         Invalidity of Certain Provisions.  If this Article or any
portion hereof shall be invalidated on any ground by any court of competent
jurisdiction, then the Corporation shall nevertheless indemnify each director,
officer, employee and agent of the Corporation or any subsidiary or operating
division thereof as to costs, charges and expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement with respect to any action, suit
or proceeding, whether civil, criminal, administrative or investigative,
including any action by or in the right of the Corporation, to the full extent
permitted by any applicable portion of this Article that shall not have been
invalidated and to the full extent permitted by applicable law.

Section 10.        Miscellaneous.  The board of directors may also on behalf of
the Corporation grant indemnification to any individual other than a person
defined herein to such extent and in such manner as the board in its sole
discretion may from time to time and at any time determine.

                                   ARTICLE IX

                                   AMENDMENT

These bylaws may be amended or repealed by the affirmative vote of a majority of
the directors then in office.

                                      -13-
<PAGE>
 
      NOW, THEREFORE, BE IT RESOLVED, that it is deemed advisable and in the
best interests of all stockholders to amend Article II, Section 2 of the Bylaws
of the Corporation by deleting the existing Section 2 and replacing it with a
new Section 2, to read in its entirety as set forth in Exhibit A attached
hereto, and that such amendment is hereby made and effective as of the date
hereof.
<PAGE>
 
                                                                       Exhibit A
                                                                                


Section 2.  Annual Meetings and Advance Notice of Proposals.

      The annual meeting of stockholders for the election of directors and the
transaction of other business as may properly come before the meeting shall be
held in each year at such date and time as shall be designated from time to time
by the board of directors and stated in the notice of the meeting.


      At any annual meeting of the stockholders, only such business shall be
conducted as shall have been properly brought before the annual meeting.  To be
properly brought before an annual meeting business must be (a) specified in the
notice of meeting (or any supplement thereto) given by or at the direction of
the board of directors, (b) otherwise properly brought before the meeting by or
at the direction of the board of directors, or (c) otherwise properly brought
before the meeting by a stockholder who is a holder of record at the time of the
giving of the notice provided for in this paragraph, who is entitled to vote at
the annual meeting and who complies with the procedures set forth in this
paragraph.  For business properly to be brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof, in proper
written form, either by personal delivery or by United States mail, postage
prepaid, to the Secretary of the Corporation (the "Secretary").  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 45 days nor more
than 75 days prior to the date on which the Corporation first mailed its proxy
materials for the immediately preceding annual meeting; provided, however, that
                                                        --------  -------      
in the event that the date of the annual meeting is changed by more than 30 days
from the anniversary date of the immediately preceding annual meeting, notice by
the stockholder to be timely must be so delivered or received not earlier than
the 120th day prior to such annual meeting and not later than the close of
business on the later of the 70th day prior to such annual meeting or the 10th
day following the day on which public announcement of the date of such meeting
is first made.  To be in proper written form, a stockholder's notice to the
Secretary shall set forth in writing as to each matter the stockholder proposes
to bring before the annual meeting:  (i) a brief description of the business
desired to be brought before the annual meeting and the reasons for conducting
such business at the annual meeting; (ii) the name and address, as they appear
on the corporation's books, of the stockholder proposing such business; (iii)
the class and number of shares of the Corporation that are beneficially owned by
the stockholder; (iv) any material interest of the stockholder in such business;
and (v) if the stockholder intends to solicit proxies in support of such
stockholder's proposal, a representation to that effect.  The foregoing notice
requirements shall be deemed satisfied by a stockholder if the stockholder has
notified the Corporation of his or her intention to present a proposal at an
annual meeting and such stockholder's proposal has been included in a proxy
statement that has been prepared by management of the Corporation to solicit
proxies for such annual meeting; provided, however, that if such stockholder
                                 --------  -------                          
does not appear or send a qualified representative to present such proposal at
an annual meeting, the Corporation need not present such proposal for a vote at
such meeting, notwithstanding that proxies in respect of such vote may have been
received by the Corporation.  Notwithstanding anything in the bylaws to the
contrary, no business shall be conducted at any annual meeting except in
accordance with the procedures set forth in this paragraph.  The chairman of an
annual meeting may refuse to permit any business to be brought before an annual
meeting that fails to comply with the foregoing procedures or, in the case of a
stockholder proposal, if the stockholder solicits proxies in support of such
stockholder's proposal without having made the representation required by clause
(v) of the third preceding sentence.

      Only persons who are nominated in accordance with the procedures set forth
in this paragraph shall be eligible for election as directors at a meeting of
stockholders.  Nominations of persons for election to the board of directors of
the Corporation may be made at a meeting of stockholders by or at the direction
of the board of directors or by any stockholder who is a stockholder of record
at the time of giving of the notice of nomination provided for in this
paragraph, who is entitled to vote for the election 
<PAGE>
 
of directors and who complies with the procedures set forth in this paragraph.
Any stockholder of record entitled to vote for the election of directors at a
meeting may nominate persons for election as directors only if timely written
notice of such stockholder's intent to make such nomination is given, either by
personal delivery or by United States mail, postage prepaid, to the Secretary.
To be timely, a stockholder's notice must be delivered to or mailed and received
at the principal executive offices of the Corporation (a) with respect to an
election to be held at an annual meeting of stockholders, not less than 45 days
nor more than 75 days prior to the date on which the Corporation first mailed
its proxy materials for the immediately preceding annual meeting; provided,
                                                                  -------- 
however, that in the event that the date of the annual meeting is changed by
-------                                                                     
more than 30 days from the anniversary date of the immediately preceding annual
meeting, notice by the stockholder to be timely must be so delivered or received
not earlier than the 120th day prior to such annual meeting and not later than
the close of business on the later of the 70th day prior to such annual meeting
or the 10th day following the day on which public announcement of the date of
such meeting is first made and (b) with respect to an election to be held at a
special meeting of stockholders for the election of directors, not earlier than
the 90th day prior to such special meeting and not later than the close of
business on the later of the 60th day prior to such special meeting or the 10th
day following the day on which public announcement is first made of the date of
the special meeting.  Each such notice shall set forth:  (a) the name and
address of the stockholder who intends to make the nomination and of the person
or persons to be nominated; (b) a representation that the stockholder is a
holder of record of stock of the Corporation entitled to vote at such meeting
and intends to appear in person or by proxy at the meeting to nominate the
person or persons specified in the notice; (c) a description of all arrangements
or understandings between the stockholder and each nominee and any other person
or persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the stockholder; (d) such other information
regarding each nominee proposed by such stockholder as would have been required
to be included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission had each nominee been nominated, or intended
to be nominated, by the board of directors; (e) the consent of each nominee to
serve as a director of the Corporation if so elected; and (f) if the stockholder
intends to solicit proxies in support of such stockholder's nominee(s), a
representation to that effect.  The chairman of the meeting may refuse to
acknowledge the nomination of any person not made in compliance with the
foregoing procedures or if the stockholder solicits proxies in favor of such
stockholder's nominee(s) without having made the representation required by the
immediately preceding sentence.  Only such persons who are nominated in
accordance with the procedures set forth in this paragraph shall be eligible to
serve as directors of the corporation.

      For purposes of the two immediately preceding paragraphs, "public
announcement" shall mean disclosure (i) in a press release reported by the Dow
Jones News Service, Reuters Information Service or any similar or successor news
wire service or (ii) in a writing distributed generally to stockholders or (iii)
in a document publicly filed by the Corporation with the Securities and Exchange
Commission pursuant to Sections 13, 14 or 15(d) of the Securities Exchange Act
of 1934 or any successor provisions thereto.