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                                                                     EXHIBIT 3.2
                          AMENDED AND RESTATED BYLAWS

                                      OF

                                 NEW RES, INC.

                           (a Delaware corporation)


                                   ARTICLE I

                                 Stockholders
                                 ------------

     SECTION 1.  Annual Meetings.  The annual meeting of stockholders for the
                 ---------------
election of directors and for the transaction of such other business as may
properly come before the meeting shall be held each year at such date and time,
within or without the State of Delaware, as the Board of Directors shall
determine.

     SECTION 2.  Special Meetings.  Special meetings of stockholders for the
                 ----------------
transaction of such business as may properly come before the meeting may be
called by order of the Board of Directors or by Chairman of the Board, Chief
Executive Officer or President of the Corporation, and shall be held at such
date and time, within or without the State of Delaware, as may be specified by
such order.

     SECTION 3.  Notice of Meetings.  Written notice of all meetings of the
                 ------------------
stockholders, stating the place, date and hour of the meeting and the place
within the city or other municipality or community at which the list of
stockholders may be examined, shall be mailed or delivered to each stockholder
not less than 10 nor more than 60 days prior to the meeting.  Notice of any
special meeting shall state in general terms the purpose or purposes for which
the meeting is to be held.

     SECTION 4.  Stockholder Lists.  The officer who has charge of the stock
                 -----------------
ledger of the Corporation shall prepare and make, at least 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, 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
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place of the meeting during the whole time thereof, and may be inspected by
any stockholder who is present.

     The stock ledger shall be the only evidence as to who are the stockholders
entitled to examine the stock ledger, the list required by this section or the
books of the Corporation, or to vote in person or by proxy at any meeting of
stockholders.

     SECTION 5.  Quorum.  Except as otherwise provided by law or the
                 ------
Corporation's Certificate of Incorporation, a quorum for the transaction of
business at any meeting of stockholders shall consist of the holders of record
of a majority of the issued and outstanding shares of the capital stock of the
Corporation entitled to vote at the meeting, present in person or by proxy.  At
all meetings of the stockholders at which a quorum is present, all matters,
except as otherwise provided by law or the Certificate of Incorporation, shall
be decided by the vote of the holders of a majority of the shares entitled to
vote thereat present in person or by proxy.  If there be no such quorum, the
holders of a majority of such shares so present or represented may adjourn the
meeting from time to time, without further notice, until a quorum shall have
been obtained. When a quorum is once present it is not broken by the subsequent
withdrawal of any stockholder.

     SECTION 6.  Organization.  Meetings of stockholders shall be presided over
                 ------------
by the Chairman, if any, or if none or in the Chairman's absence the Vice-
Chairman, if any, or if none or in the Vice-Chairman's absence the President, if
any, or if none or in the President's absence a Vice-President, or, if none of
the foregoing is present, by a chairman to be chosen by the stockholders
entitled to vote who are present in person or by proxy at the meeting. The
Secretary of the Corporation, or in the Secretary's absence an Assistant
Secretary, shall act as secretary of every meeting, but if neither the Secretary
nor an Assistant Secretary is present, the presiding officer of the meeting
shall appoint any person present to act as secretary of the meeting.

     SECTION 7.  Voting; Proxies; Required Vote.  (a) At each meeting of
                 ------------------------------
stockholders, every stockholder shall be entitled to vote in person or by proxy
appointed by instrument in writing, subscribed by such stockholder or by such
stockholder's duly authorized attorney-in-fact and, unless the Certificate of
Incorporation provides otherwise,
     
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shall have one vote for each share of stock entitled to vote registered in the
name of such stockholder on the books of the Corporation on the applicable
record date fixed pursuant to these Bylaws.  At all elections of directors the
voting may but need not be by ballot and a plurality of the votes cast there
shall elect.  Except as otherwise required by law or the Certificate of
Incorporation, any other action shall be authorized by a majority of the votes
cast.

     (b)  Any action required or permitted to be taken at any meeting of
stockholders may, except as otherwise required by law or the Certificate of
Incorporation, 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 record of the issued and outstanding capital stock of
the Corporation having a majority 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, and the writing or writings are filed with the permanent
records of the Corporation.  Prompt notice of the taking of corporate action
without a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.

     SECTION 8.  Inspectors.  The Board of Directors, in advance of any meeting,
                 ----------
may, but need not, appoint one or more inspectors of election to act at the
meeting or any adjournment thereof.  If an inspector or inspectors are not so
appointed, the person presiding at the meeting may, but need not, appoint one or
more inspectors.  In case any person who may be appointed as an inspector fails
to appear or act, the vacancy may be filled by appointment made by the directors
in advance of the meeting or at the meeting by the person presiding thereat.
Each inspector, if any, before entering upon the discharge of his or her duties,
shall take and sign an oath faithfully to execute the duties of inspector at
such meeting with strict impartiality and according to the best of his ability.
The inspectors, if any, shall determine the number of shares of stock
outstanding and the voting power of each, the shares of stock represented at the
meeting, the existence of a quorum, and the validity and effect of proxies, and
shall receive votes, ballots or consents, hear and determine all challenges and
questions arising in connection with the right to vote, count and tabulate all
votes, ballots or consents, determine the result, and do such acts as are proper
to conduct the election or vote with fairness to all stockholders.  On request

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of the person presiding at the meeting, the inspector or inspectors, if any,
shall make a report in writing of any challenge, question or matter determined
by such inspector or inspectors and execute a certificate of any fact found by
such inspector or inspectors.

     SECTION 9.  Stockholder Proposals.  At any annual or special meeting of
                 ---------------------
stockholders, only such business shall be conducted as shall have been properly
brought before a meeting.  Business must be (i) specified in the notice of
meeting (or any supplement thereto), (ii) brought before the meeting by or at
the direction of the Board of Directors, or (iii) properly brought before an
annual meeting by a stockholder, and, if and only if the notice of a special
meeting provides for business to be brought before the special meeting by
stockholders, properly brought before the special meeting by a stockholder.  For
business to be properly brought before a 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 60 days prior to the meeting; provided, however, that if less than 70
days' notice or prior public disclosure of the date of the meeting is given or
made to stockholders, notice by the stockholder to be timely must be so received
not later than the close of business on the tenth day following the day on which
such notice of the date of the meeting was mailed or such public disclosure was
made.  Furthermore, stockholders are not permitted to nominate individuals to
serve as directors unless notice of such nomination is given to the Corporation
in accordance with Section 3 of Article II of these Bylaws. A stockholder's
notice to the Secretary shall set forth as to each matter what the stockholder
proposes to bring before the meeting (i) a brief description of the business
desired to be brought before the meeting and the reasons for conducting such
business at the 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 which are beneficially owned by the
stockholder and (iv) any material interest of the stockholder in such business.
Notwithstanding anything in these Bylaws to the contrary, no business shall be
conducted at any meeting of stockholders except in accordance with the
procedures set forth in this Section 9. The chairman of the meeting shall, if
the facts warrant, determine and declare to the meeting that business was not

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properly brought before the meeting and in accordance with the provisions of
this Section, and if he should so determine, he shall so declare that any such
business not properly brought before the meeting shall not be transacted.
Notwithstanding anything in these Bylaws to the contrary, the Corporation shall
be under no obligation to submit for action any stockholder proposal at any
meeting of stockholders which proposal the Corporation would otherwise be
permitted to omit in accordance with Rule 14a-8 under the Securities Exchange
Act of 1934, as amended.


                                  ARTICLE II

                              Board of Directors

     SECTION 1.  General Powers.  The business, property and affairs of the
                 --------------
Corporation shall be managed by, or under the direction of, the Board of
Directors.

     SECTION 2.  Qualification; Number; Term; Remuneration.  (a)  Each director
                 -----------------------------------------    
shall be at least 18 years of age. A director need not be a stockholder, a
citizen of the United States, or a resident of the State of Delaware.  The
number of directors initially constituting the entire Board shall be two, or
such larger or lesser number (but not less than one) as may be fixed from time
to time by action of the stockholders or Board of Directors, one of whom shall
be selected by the Board of Directors to be its Chairman.  The use of the phrase
"entire Board" herein refers to the total number of directors which the
Corporation would have if there were no vacancies.

     (b)  Directors who are elected at an annual meeting of stockholders, and
directors who are elected in the interim to fill vacancies and newly created
directorships, shall hold office until the next annual meeting of stockholders
and until their successors are elected and qualified or until their earlier
resignation or removal.

     (c)  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 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 special or standing
committees may be allowed like compensation for attending committee meetings.

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     SECTION 3.  Nomination of Director Candidates.
                 ---------------------------------
     (a)  Nominations for the election of directors may be made by (i) the Board
of Directors or a proxy committee appointed by the Board of Directors or (ii)
any stockholder entitled to vote in the election of directors generally.
However, any stockholder entitled to vote in the election of director generally
may nominate one or more persons for election as director at a meeting only if
timely notice of such stockholder's intent to make such nomination or
nominations has been given 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 fewer than 60 days prior
to the meeting; provided, however, that if less than 70 days' notice or prior
public disclosure of the date of the meeting is given or made to stockholders,
notice by the stockholder to be timely must be so received not later than the
close of business on the tenth day following the day on which such notice of the
date of the meeting was mailed or such public disclosure was made.  Each such
notice shall set forth (i) the name and address of the stockholder who intends
to make the nomination and of the person or persons to be nominated, (ii) a
representation that the stockholder is a holder of record of shares of the
Corporation entitled to vote for the election of directors on the date of such
notice and intends to appear in person or by proxy at the meeting to nominate
the person or persons specified in the notice, (iii) 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, (iv) such other
information regarding each nominee proposed by such stockholder as would be
required to be included in a proxy statement filed pursuant to the proxy rules
of the Securities and Exchange Commission, had the nominee been nominated, or
intended to be nominated, by the Board of Directors and (v) the consent of each
nominee to serve as a director of the Corporation if so elected.

     (b)  If a person is validly designated as a nominee in accordance with this
Section 3 and shall thereafter become unable or unwilling to stand for election
to the Board of Directors, the Board of Directors or the stockholder who
proposed such nominee, as the case may be, may designate a substitute nominee
upon delivery, not fewer than 20 days prior to the date of the meeting for the

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election of such nominee, of a written notice to the Secretary setting forth
such information regarding such substitute nominee as would have been required
to be delivered to the Secretary pursuant to this Section 3 had such substitute
nominee been initially proposed as a nominee.  Such notice shall include a
signed consent to serve as a director of the Corporation, if elected, of each
such substitute nominee.

     (c)  If the chairman of the meeting for the election of directors
determines that a nomination of any candidate for election as a director at such
meeting was not made in accordance with the applicable provisions of this
Section 3, such nomination shall be void.

     SECTION 4.  Quorum and Manner of Voting.  Except as otherwise provided by
                 ---------------------------
law, a majority of the entire Board shall constitute a quorum.  A majority of
the directors present, whether or not a quorum is present, may adjourn a meeting
from time to time to another time and place without notice.  The vote of the
majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors.

     SECTION 5.  Places of Meetings.  Meetings of the Board of Directors may be
                 ------------------
held at any place within or without the State of Delaware, as may from time to
time be fixed by resolution of the Board of Directors, or as may be specified in
the notice of meeting.

     SECTION 6.  Annual Meeting.  Following the annual meeting of stockholders,
                 --------------
the newly elected Board of Directors shall meet for the purpose of the election
of officers and the transaction of such other business as may properly come
before the meeting.  Such meeting may be held without notice immediately after
the annual meeting of stockholders at the same place at which such stockholders'
meeting is held.

     SECTION 7.  Regular Meetings.  Regular meetings of the Board of Directors
                 ----------------
shall be held at such times and places as the Board of Directors shall from time
to time by resolution determine.

     SECTION 8.  Special Meetings.  Special meetings of the Board of Directors
                 ----------------
shall be held whenever called by the Chairman of the Board, President, or by a
majority of the directors then in office.

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     SECTION 9.  Notice of Meetings.  A notice of the place, date and time and
                 ------------------
the purpose or purposes of each meeting of the Board of Directors shall be given
to each director by mailing the same at least two days before the meeting, or by
telegraphing or telephoning the same or by delivering the same personally not
later than the day before the day of the meeting.

     SECTION 10.  Organization.  At all meetings of the Board of Directors, the
                  ------------
Chairman, if any, or if none or in the Chairman's absence or inability to act
the President, or in the President's absence or inability to act any
Vice-President who is a member of the Board of Directors, or in such Vice-
President's absence or inability to act a chairman chosen by the directors,
shall preside.

     SECTION 11.  Resignation.  Any director may resign at any time upon written
                  -----------
notice to the Corporation and such resignation shall take effect upon receipt
thereof by the President unless otherwise specified in the resignation. Any or
all of the directors may be removed, with or without cause, by the holders of a
majority of the shares of stock outstanding and entitled to vote for the
election of directors.

     SECTION 12.  Vacancies.  Unless otherwise provided in these Bylaws,
                  ---------
vacancies on the Board of Directors, whether caused by resignation, death,
disqualification, removal, an increase in the authorized number of directors or
otherwise, may be filled by the affirmative vote of a majority of the remaining
directors, although less than a quorum, or by a sole remaining director, or at
a special meeting of the stockholders, by the holders of shares entitled to vote
for the election of directors.

     SECTION 13.  Action by Written Consent.  Any action required or permitted
                  -------------------------
to be taken at any meeting of the Board of Directors may be taken without a
meeting if all the directors consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board of Directors.

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                                  ARTICLE III

                                  Committees
                                  ----------

     SECTION 1.  Appointment.  From time to time the Board of Directors by a
                 -----------
resolution adopted by a majority of the entire Board may appoint any committee
or committees for any purpose or purposes, to the extent lawful, which shall
have powers as shall be determined and specified by the Board of Directors in
the resolution of appointment.

     SECTION 2.  Procedures, Quorum and Manner of Acting.  Each committee shall
                 ---------------------------------------
fix its own rules of procedure, and shall meet where and as provided by such
rules or by resolution of the Board of Directors.  Except as otherwise provided
by law, the presence of a majority of the then appointed members of a committee
shall constitute a quorum for the transaction of business by that committee, and
in every case where a quorum is present the affirmative vote of a majority of
the members of the committee present shall be the act of the committee.  Each
committee shall keep minutes of its proceedings, and actions taken by a
committee shall be reported to the Board of Directors.

     SECTION 3.  Action by Written Consent.  Any action required or permitted to
                 -------------------------
be taken at any meeting of any committee of the Board of Directors may be taken
without a meeting if all the members of the committee consent thereto in
writing, and the writing or writings are filed with the minutes of proceedings
of the committee.

     SECTION 4.  Term; Termination.  If any person shall cease to be a director
                 -----------------
of the Corporation, such person shall simultaneously therewith cease to be a
member of any committee appointed by the Board of Directors.


                                  ARTICLE IV

                                   Officers
                                   --------

     SECTION 1.  Election and Qualifications.  The Board of Directors shall
                 ---------------------------
elect the officers of the Corporation, which shall include a President and a
Secretary, and may include, by election or appointment, one or more
Vice-Chairmen, Vice-Presidents (any one or more of whom may be given an
additional designation of rank or function), a Treasurer and such assistant
secretaries, such Assistant

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Treasurers and such other officers as the Board may from time to time deem
proper.  Each officer shall have such powers and duties as may be prescribed by
these Bylaws and as may be assigned by the Board of Directors or the President.

     SECTION 2.  Term of Office and Remuneration.  The term of office of all
                 -------------------------------
officers shall be one year and until their respective successors have been
elected and qualified, but any officer may be removed from office, either with
or without cause, at any time by the Board of Directors.  Any vacancy in any
office arising from any cause may be filled for the unexpired portion of the
term by the Board of Directors.  The remuneration of all officers of the
Corporation may be fixed by the Board of Directors or in such manner as the
Board of Directors shall provide.

     SECTION 3.  Resignation; Removal.  Any officer may resign at any time upon
                 --------------------
written notice to the Corporation and such resignation shall take effect upon
receipt thereof by the President, unless otherwise specified in the resignation.
Any officer shall be subject to removal, with or without cause, at any time by
vote of a majority of the entire Board.

     SECTION 4.  Chairman of the Board.  The Chairman of the Board of Directors,
                 ---------------------
if there be one, shall preside at all meetings of the Board of Directors and
shall have such other powers and duties as may from time to time be assigned by
the Board of Directors.

     SECTION 5.  Chief Executive Officer.  The Chief Executive Officer shall be
                 -----------------------
the chief executive officer of the Corporation, and shall have such duties as
customarily pertain to that office.

     SECTION 6.  President.  The President shall have general management and
                 ---------
supervision of the property, business and affairs of the Corporation and over
its other officers; may appoint and remove assistant officers and other agents
and employees; and may execute and deliver in the name of the Corporation powers
of attorney, contracts, bonds and other obligations and instruments.

     SECTION 7.  Vice-President.  A Vice-President may execute and deliver in
                 --------------
the name of the Corporation contracts and other obligations and instruments
pertaining to the regular course of the duties of said office, and shall have

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such other authority as from time to time may be assigned by the Board of
Directors or the President.

     SECTION 8.  Treasurer.  The Treasurer shall in general have all duties
                 ---------
incident to the position of Treasurer and such other duties as may be assigned
by the Board of Directors or the President.

     SECTION 9.  Secretary.  The Secretary shall in general have all the duties
                 ---------
incident to the office of Secretary and such other duties as may be assigned by
the Board of Directors or the President.

     SECTION 10. Assistant Officers.  Any assistant officer shall have such
                 ------------------
powers and duties of the officer such assistant officer assists as such officer
or the Board of Directors shall from time to time prescribe.


                                   ARTICLE V

                               Books and Records
                               -----------------

     SECTION 1.  Location.  The books and records of the Corporation may be kept
                 --------
at such place or places within or outside the State of Delaware as the Board of
Directors or the respective officers in charge thereof may from time to time
determine.  The record books containing the names and addresses of all
stockholders, the number and class of shares of stock held by each and the dates
when they respectively became the owners of record thereof shall be kept by the
Secretary as prescribed in the Bylaws and by such officer or agent as shall be
designated by the Board of Directors.

     SECTION 2.  Addresses of Stockholders.  Notices of meetings and all other
                 -------------------------
corporate notices may be delivered personally or mailed to each stockholder at
the stockholder's address as it appears on the records of the Corporation.

     SECTION 3.  Fixing Date for Determination of Stockholders of Record.  (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

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Directors and which record date shall not be more than 60 nor less than 10
days before the date of such meeting.  If no record date is fixed by the Board
of Directors, the record date for determining stockholders entitled to notice of
or to vote at a meeting of stockholders shall be at the close of business on the
day next preceding the day on which notice is given, or, if notice is waived, at
the close of business on the day next preceding the day on which the meeting is
held.  A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.

     (b)  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 date shall not be more than 10 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, 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 this State, 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 no record date has
been fixed by the Board of Directors and prior action by the Board of Directors
is required by this chapter, 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 be
not more than 60 days prior to such action.  If no record date is

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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.


                                  ARTICLE VI

                        Certificates Representing Stock
                        -------------------------------

     SECTION 1.  Certificates; Signatures.  The shares of the Corporation shall
                 ------------------------
be represented by certificates, provided that the Board of Directors of the
Corporation may provide by resolution or resolutions that some or all of any or
all classes or series of its stock shall be uncertificated shares.  Any such
resolution shall not apply to shares represented by a certificate until such
certificate is surrendered to the Corporation.  Notwithstanding the adoption of
such a resolution by the Board of Directors, every holder of stock represented
by certificates and upon request every holder of uncertificated shares shall be
entitled to have a certificate, signed by or in the name of the Corporation by
the Chairman or Vice-Chairman of the Board of Directors, or the President or
Vice-President, and by the Treasurer or an Assistant Treasurer, or the Secretary
or an Assistant Secretary of the Corporation, representing the number of shares
registered in certificate form.  Any and all signatures on any such certificate
may be facsimiles. In case any officer, transfer agent or registrar who has
signed or whose facsimile signature has been placed upon a certificate shall
have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if he were such officer, transfer agent or registrar at the date of issue.
The name of the holder of record of the shares represented thereby, with the
number of such shares and the date of issue, shall be entered on the books of
the Corporation.

     SECTION 2.  Transfers of Stock.  Upon compliance with provisions
                 ------------------
restricting the transfer or registration of transfer of shares of stock, if any,
shares of capital stock shall be transferable on the books of the Corporation
only by the holder of record thereof in person, or by duly authorized attorney,
upon surrender and cancellation of certificates for a like number of shares,
properly endorsed, and the payment of all taxes due thereon.

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     SECTION 3. Fractional Shares. The Corporation may, but shall not be
                -----------------
required to, issue certificates for fractions of a share where necessary to
effect authorized transactions, or the Corporation may pay in cash the fair
value of fractions of a share as of the time when those entitled to receive such
fractions are determined, or it may issue scrip in registered or bearer form
over the manual or facsimile signature of an officer of the Corporation or of
its agent, exchangeable as therein provided for full shares, but such scrip
shall not entitle the holder to any rights of a stockholder except as therein
provided.

     The Board of Directors shall have power and authority to make all such
rules and regulations as it may deem expedient concerning the issue, transfer
and registration of certificates representing shares of the Corporation.

     SECTION 4.  Lost, Stolen or Destroyed Certificates.  The Corporation may
                 --------------------------------------
issue a new certificate of stock in place of any certificate, theretofore issued
by it, alleged to have been lost, stolen or destroyed, and the Board of
Directors may require the owner of any lost, stolen or destroyed certificate, or
his legal representative, to give the Corporation a bond sufficient to indemnify
the Corporation against any claim that may be made against it on account of the
alleged loss, theft or destruction of any such certificate or the issuance of
any such new certificate.


                                  ARTICLE VII

                                   Dividends
                                   ---------

     Subject always to the provisions of law and the Certificate of
Incorporation, the Board of Directors shall have full power to determine whether
any, and, if any, what part of any, funds legally available for the payment of
dividends shall be declared as dividends and paid to stockholders; the division
of the whole or any part of such funds of the Corporation shall rest wholly
within the lawful discretion of the Board of Directors, and it shall not be
required at any time, against such discretion, to divide or pay any part of such
funds among or to the stockholders as dividends or otherwise; and before payment
of any dividend, there may be set aside out of any funds of the Corporation
available for dividends such sum or sums as the Board of

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Directors from time to time, in its absolute discretion, thinks proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the Board of Directors shall think conducive to the interest of the
Corporation, and the Board of Directors may modify or abolish any such reserve
in the manner in which it was created.


                                 ARTICLE VIII

                                 Ratification
                                 ------------

     Any transaction, questioned in any law suit on the ground of lack of
authority, defective or irregular execution, adverse interest of director,
officer or stockholder, non-disclosure, miscomputation, or the application of
improper principles or practices of accounting, may be ratified before or after
judgment, by the Board of Directors or by the stockholders, and if so ratified
shall have the same force and effect as if the questioned transaction had been
originally duly authorized.  Such ratification shall be binding upon the
Corporation and its stockholders and shall constitute a bar to any claim or
execution of any judgment in respect of such questioned transaction.


                                  ARTICLE IX

                                Corporate Seal
                                --------------

     The corporate seal shall have inscribed thereon the name of the Corporation
and the year of its incorporation, and shall be in such form and contain such
other words and/or figures as the Board of Directors shall determine. The
corporate seal may be used by printing, engraving, lithographing, stamping or
otherwise making, placing or affixing, or causing to be printed, engraved,
lithographed, stamped or otherwise made, placed or affixed, upon any paper or
document, by any process whatsoever, an impression, facsimile or other
reproduction of said corporate seal.

                                      15
<PAGE>
 
                                   ARTICLE X

                                  Fiscal Year
                                  -----------

     The fiscal year of the Corporation shall be fixed, and shall be subject to
change, by the Board of Directors. Unless otherwise fixed by the Board of
Directors, the fiscal year of the Corporation shall be the calendar year.


                                  ARTICLE XI

                               Waiver of Notice
                               ----------------

     Whenever notice is required to be given by these Bylaws or by the
Certificate of Incorporation or by law, a written waiver thereof, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent to notice.


                                  ARTICLE XII

                    Bank Accounts, Drafts, Contracts, Etc.
                    -------------------------------------

     SECTION 1.  Bank Accounts and Drafts.  In addition to such bank accounts as
                 ------------------------
may be authorized by the Board of Directors, the primary financial officer or
any person designated by said primary financial officer, whether or not an
employee of the Corporation, may authorize such bank accounts to be opened or
maintained in the name and on behalf of the Corporations as he may deem
necessary or appropriate, payments from such bank accounts to be made upon and
according to the check of the Corporation in accordance with the written
instructions of said primary financial officer, or other person so designated by
the Treasurer.

     SECTION 2.  Contracts.  The Board of Directors may authorize any person or
                 ---------
persons, in the name and on behalf of the Corporation, to enter into or execute
and deliver any and all deeds, bonds, mortgages, contracts and other obligations
or instruments, and such authority may be general or confined to specific
instances.

     SECTION 3.  Proxies; Powers of Attorney; Other Instruments.  The Chairman,
                 ----------------------------------------------
the President or any other person designated by either of them shall have the
power and

                                      16
<PAGE>
 
authority to execute and deliver proxies, powers of attorney and other
instruments on behalf of the Corporation in connection with the rights and
powers incident to the ownership of stock by the Corporation.  The Chairman, the
President or any other person authorized by proxy or power of attorney executed
and delivered by either of them on behalf of the Corporation may attend and vote
at any meeting of stockholders of any company in which the Corporation may hold
stock, and may exercise on behalf of the Corporation any and all of the rights
and powers incident to the ownership of such stock at any such meeting, or
otherwise as specified in the proxy or power of attorney so authorizing any such
person.  The Board of Directors, from time to time, may confer like powers upon
any other person.

     SECTION 4.  Financial Reports.  The Board of Directors may appoint the
                 -----------------
primary financial officer or other fiscal officer to cause to be prepared and
furnished to stockholders entitled thereto any special financial notice and/or
financial statement, as the case may be, which may be required by any provision
of law.


                                 ARTICLE XIII

                                  Amendments
                                  ----------

     The Board of Directors shall have power to adopt, amend or repeal Bylaws.
Bylaws adopted by the Board of Directors may be repealed or changed, and new
Bylaws made, by the stockholders, and the stockholders may prescribe that any
Bylaw made by them shall not be altered, amended or repealed by the Board of
Directors.

                                      17