<PAGE>

                                                                     EXHIBIT 3.2

                          AMENDED AND RESTATED BY-LAWS

                                       OF

                                  APPLIX, INC.

<PAGE>
                                                                               .
                                                                               .
                                                                               .
                                     BY-LAWS

                                Table of Contents

<TABLE>
<CAPTION>
                                                            Page
                                                            ----
<S>                                                         <C>
ARTICLE I SHAREHOLDERS.....................................   1
  1.1.   Annual Meeting....................................   1
  1.2.   Special Meetings..................................   1
  1.3.   Place of Meetings.................................   1
  1.4.   Requirement of Notice.............................   1
  1.5.   Waiver of Notice..................................   1
  1.6.   Quorum............................................   2
  1.7.   Voting and Proxies................................   2
  1.8.   Action at Meeting.................................   3
  1.9.   Nomination of Directors...........................   3
  1.10.  Conduct of Meetings...............................   5
  1.11.  Action Without Meeting by Written Consent.........   6
  1.12.  Record Date.......................................   6
  1.13.  Meetings by Remote Communication..................   6
  1.14.  Form of Shareholder Action........................   7
  1.15.  Shareholder List for Meeting......................   7

ARTICLE II DIRECTORS.......................................   8
  2.1.   Powers............................................   8
  2.2.   Number and Election...............................   8
  2.3.   Vacancies.........................................   8
  2.4.   Change in Size of the Board of Directors..........   8
  2.5.   Tenure............................................   8
  2.6.   Resignation.......................................   8
  2.7.   Removal...........................................   9
  2.8.   Regular Meetings..................................   9
  2.9.   Special Meetings..................................   9
  2.10.  Notice............................................   9
  2.11.  Waiver of Notice..................................   9
  2.12.  Quorum............................................   9
  2.13.  Action at Meeting.................................   9
  2.14.  Action Without Meeting............................  10
  2.15.  Telephone Conference Meetings.....................  10
  2.16.  Committees........................................  10
  2.17.  Compensation......................................  10
  2.18.  Standard of Conduct for Directors.................  10
  2.19.  Conflict of Interest..............................  11

ARTICLE III MANNER OF NOTICE...............................  12

ARTICLE IV OFFICERS........................................  13
  4.1.   Enumeration.......................................  13
</TABLE>

                                      -i-

<PAGE>

<TABLE>
<CAPTION>
                                                                     Page
                                                                     ----
<S>                                                                  <C>
  4.2.   Appointment................................................  13
  4.3.   Qualification..............................................  13
  4.4.   Tenure.....................................................  13
  4.5.   Resignation................................................  13
  4.6.   Removal....................................................  14
  4.7.   Vacancies..................................................  14
  4.8.   Chairman of the Board and Vice Chairman of the Board.......  14
  4.9.   President; Chief Executive Officer.........................  14
  4.10.  Vice Presidents............................................  14
  4.11.  Treasurer and Assistant Treasurers.........................  14
  4.12.  Secretary and Assistant Secretaries........................  15
  4.13.  Salaries...................................................  15
  4.14.  Standard of Conduct for Officers...........................  15

ARTICLE V PROVISIONS RELATING TO SHARES.............................  16
  5.1.   Issuance and Consideration.................................  16
  5.2.   Share Certificates.........................................  16
  5.3.   Uncertificated Shares......................................  16
  5.4.   Transfers; Record and Beneficial Owners....................  17
  5.5.   Replacement of Certificates................................  17

ARTICLE VI CORPORATE RECORDS........................................  17
  6.1.   Records to be Kept.........................................  17
  6.2.   Inspection of Records by Shareholders......................  18
  6.3.   Scope of Inspection Right..................................  19
  6.4.   Inspection of Records by Directors.........................  19

ARTICLE VII INDEMNIFICATION.........................................  20

ARTICLE VIII MISCELLANEOUS..........................................  21
  8.1.   Fiscal Year................................................  21
  8.2.   Seal.......................................................  21
  8.3.   Voting of Securities.......................................  21
  8.4.   Evidence of Authority......................................  21
  8.5.   Articles of Organization...................................  21
  8.6.   Severability...............................................  21
  8.7.   Pronouns...................................................  21

ARTICLE IX AMENDMENTS ..............................................  22
</TABLE>

                                      -ii-
<PAGE>

                                   ARTICLE I

                                  SHAREHOLDERS

      1.1.  Annual Meeting. The Corporation shall hold an annual meeting of
shareholders at a time to be fixed by the Board of Directors, the Chief
Executive Officer or the President and stated in the notice of the meeting. The
purposes for which the annual meeting is to be held, in addition to those
prescribed by the Articles of Organization, shall be for electing Directors and
for such other purposes as shall be specified in the notice for the meeting, and
only business within such purposes may be conducted at the meeting. In the event
an annual meeting is not held at the time fixed in accordance with these Bylaws
or the time for an annual meeting is not fixed in accordance with these Bylaws
to be held within 13 months after the last annual meeting, the Corporation may
designate a special meeting as a special meeting in lieu of the annual meeting,
and such meeting shall have all of the effect of an annual meeting.

      1.2.  Special Meetings. Special meetings of the shareholders may be called
by the Board of Directors, the Chief Executive Officer or the President, and
shall be called by the Secretary, or in case of the death, absence, incapacity
or refusal of the Secretary, by another officer, if the holders of at least 60
per cent, or such lesser percentage as shall constitute the maximum percentage
permitted by law for this purpose at any time at which the Corporation shall
have a class of voting stock registered under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), of all the votes entitled to be cast on
any issue to be considered at the proposed special meeting sign, date and
deliver to the Secretary one or more written demands for the meeting describing
the purpose for which it is to be held. Only business within the purpose or
purposes described in the meeting notice may be conducted at a special
shareholders' meeting.

      1.3.  Place of Meetings. All meetings of shareholders shall be held at the
principal office of the Corporation unless a different place is fixed by the
Board of Directors, the Chief Executive Officer or the President and specified
in the notice of the meeting.

      1.4.  Requirement of Notice. A written notice of the date, time and place
of each annual and special shareholders' meeting describing the purposes of the
meeting shall be given to shareholders entitled to vote at the meeting (and, to
the extent required by law or the Articles of Organization, to shareholders not
entitled to vote at the meeting) no fewer than seven nor more than 60 days
before the meeting date. If an annual or special meeting of shareholders is
adjourned to a different date, time or place, notice need not be given of the
new date, time or place if the new date, time or place is announced at the
meeting before adjournment. If a new record date for the adjourned meeting is
fixed, however, notice of the adjourned meeting shall be given under this
Section 1.4 to persons who are shareholders as of the new record date. All
notices to shareholders shall conform to the requirements of Article III of
these Bylaws.

      1.5.  Waiver of Notice. A shareholder may waive any notice required by
law, the Articles of Organization or these Bylaws before or after the date and
time stated in the notice. The waiver shall be in writing, be signed by the
shareholder entitled to the notice, and be delivered to the Corporation for
inclusion with the records of the meeting. A shareholder's attendance at a
meeting: (a) waives objection to lack of notice or defective notice of the
meeting,

                                      -1-
<PAGE>

unless the shareholder at the beginning of the meeting objects to holding the
meeting or transacting business at the meeting; and (b) waives objection to
consideration of a particular matter at the meeting that is not within the
purpose or purposes described in the meeting notice, unless the shareholder
objects to considering the matter when it is presented.

      1.6.  Quorum.

            (a)   Except as otherwise provided by law, or in the Articles of
Organization, these Bylaws or, to the extent authorized by law, a resolution of
the Board of Directors requiring satisfaction of a greater quorum requirement
for any voting group, a majority of the votes entitled to be cast on the matter
by a voting group constitutes a quorum of that voting group for action on that
matter. As used in these Bylaws, a voting group includes all shares of one or
more classes or series that, under the Articles of Organization or the
Massachusetts Business Corporation Act, as in effect from time to time (the
"MBCA"), are entitled to vote and to be counted together collectively on a
matter at a meeting of shareholders.

            (b)   A share once represented for any purpose at a meeting is
deemed present for quorum purposes for the remainder of the meeting and for any
adjournment of that meeting unless (1) the shareholder attends solely to object
to lack of notice, defective notice or the conduct of the meeting on other
grounds and does not vote the shares or otherwise consent that they are to be
deemed present, or (2) in the case of an adjournment, a new record date is or
shall be set for that adjourned meeting.

      1.7.  Voting and Proxies.

            (a)   Except as otherwise provided in this Section 1.7 (a) or the
Articles of Organization, each outstanding share, regardless of class, is
entitled to one vote on each matter voted on at a shareholders' meeting. Only
shares are entitled to vote, and each fractional share, if any, is entitled to a
proportional vote. Absent special circumstances, the shares of the Corporation
are not entitled to vote if they are owned, directly or indirectly, by another
entity of which the Corporation owns, directly or indirectly, a majority of the
voting interests; provided, however, that nothing in these Bylaws shall limit
the power of the Corporation to vote any shares held by it, directly or
indirectly, in a fiduciary capacity. Unless the Articles of Organization provide
otherwise, redeemable shares are not entitled to vote after notice of redemption
is given to the holders and a sum sufficient to redeem the shares has been
deposited with a bank, trust company or other financial institution under an
irrevocable obligation to pay the holders the redemption price upon surrender of
the shares.

            (b)   A shareholder may vote his or her shares in person or may
appoint a proxy to vote or otherwise act for him or her by signing an
appointment form, either personally or by his or her attorney-in-fact. An
appointment of a proxy is effective when received by the Secretary or other
officer or agent authorized to tabulate votes. Unless otherwise provided in the
appointment form, an appointment is valid for a period of 11 months from the
date the shareholder signed the form or, if it is undated, from the date of its
receipt by the officer or agent. An appointment of a proxy is revocable by the
shareholder unless the appointment form conspicuously states that it is
irrevocable and the appointment is coupled with an interest, as defined in the
MBCA. An appointment made irrevocable is revoked when the interest with

                                      -2-
<PAGE>

which it is coupled is extinguished. The death or incapacity of the shareholder
appointing a proxy shall not affect the right of the Corporation to accept the
proxy's authority unless notice of the death or incapacity is received by the
Secretary or other officer or agent authorized to tabulate votes before the
proxy exercises his or her authority under the appointment. A transferee for
value of shares subject to an irrevocable appointment may revoke the appointment
if he or she did not know of its existence when he or she acquired the shares
and the existence of the irrevocable appointment was not noted conspicuously on
the certificate representing the shares or on the information statement for
shares without certificates. Subject to the provisions of Section 7.24 of the
MBCA, or any successor Section thereto, and to any express limitation on the
proxy's authority appearing on the face of the appointment form, the Corporation
is entitled to accept the proxy's vote or other action as that of the
shareholder making the appointment.

      1.8.  Action at Meeting. If a quorum of a voting group exists, favorable
action on a matter, other than the election of Directors, is taken by a voting
group if the votes cast within the group favoring the action exceed the votes
cast opposing the action, unless a greater number of affirmative votes is
required by law, the Articles of Organization, these Bylaws or, to the extent
authorized by law, a resolution of the Board of Directors requiring receipt of a
greater affirmative vote of the shareholders, including more separate voting
groups. Directors are elected by a plurality of the votes cast by the shares
entitled to vote in the election at a meeting at which a quorum is present. No
ballot shall be required for such election unless requested by a shareholder
present or represented at the meeting and entitled to vote in the election.

      1.9.  Nomination of Directors.

            (a)   Except for (1) any Directors entitled to be elected by the
holders of any class or series of Preferred Stock, (2) any Directors elected by
the Board of Directors in accordance with Section 2.3 of these Bylaws to fill
vacancies or newly created directorships or (3) as otherwise required by
applicable law or stock market regulation, only persons who are nominated in
accordance with the procedures in this Section 1.9 shall be eligible for
election as Directors. Nomination for election to the Board of Directors at a
meeting of shareholders may be made (i) by or at the direction of the Board of
Directors or (ii) by any shareholder of the Corporation who (x) complies with
the notice procedures set forth in Section 1.9(b) and (y) is a shareholder of
record on the date of the giving of such notice and on the record date for the
determination of shareholders entitled to vote at such meeting.

            (b)   To be timely, a shareholder's notice must be received in
writing by the Secretary at the principal executive offices of the Corporation
as follows: (i) in the case of an election of Directors at an annual meeting of
shareholders, not less than 90 days nor more than 120 days prior to the first
anniversary of the preceding year's annual meeting; provided, however, that in
the event that the date of the annual meeting is advanced by more than 20 days,
or delayed by more than 60 days, from the first anniversary of the preceding
year's annual meeting, a shareholder's notice must be so received not earlier
than the 120th day prior to such annual meeting and not later than the close of
business on the later of (A) the 90th day prior to such annual meeting and (B)
the seventh day following the day on which notice of the date of such annual
meeting was mailed or public disclosure of the date of such annual meeting was
made, whichever first occurs; or (ii) in the case of an election of Directors at
a special meeting of shareholders, provided that the Board of Directors has
determined that Directors shall be elected

                                      -3-
<PAGE>

at such meeting, not earlier than the 120th day prior to such special meeting
and not later than the close of business on the later of (x) the 90th day prior
to such special meeting and (y) the seventh day following the day on which
notice of the date of such special meeting was mailed or public disclosure of
the date of such special meeting was made, whichever first occurs. In no event
shall the adjournment or postponement of a shareholders' meeting (or the public
announcement thereof) commence a new time period (or extend any time period) for
the giving of a shareholder's notice.

      The shareholder's notice to the Secretary shall set forth: (A) as to each
proposed nominee (1) such person's name, age, business address and, if known,
residence address, (2) such person's principal occupation or employment, (3) the
class and number of shares of stock of the Corporation which are beneficially
owned by such person, and (4) any other information concerning such person that
must be disclosed as to nominees in proxy solicitations pursuant to Regulation
14A under the Exchange Act; (B) as to the shareholder giving the notice (1) such
shareholder's name and address, as they appear on the Corporation's books, (2)
the class and number of shares of stock of the Corporation which are owned,
beneficially and of record, by such shareholder, (3) a description of all
arrangements or understandings between such shareholder and each proposed
nominee and any other person or persons (including their names) pursuant to
which the nomination(s) are to be made by such shareholder, (4) a representation
that such shareholder intends to appear in person or by proxy at the meeting to
nominate the person(s) named in its notice and (5) a representation whether the
shareholder intends or is part of a group which intends (x) to deliver a proxy
statement and/or form of proxy to holders of at least the percentage of the
Corporation's outstanding capital stock required to elect the nominee and/or (y)
otherwise to solicit proxies from shareholders in support of such nomination;
and (C) as to the beneficial owner, if any, on whose behalf the nomination is
being made (1) such beneficial owner's name and address, (2) the class and
number of shares of stock of the Corporation which are beneficially owned by
such beneficial owner, (3) a description of all arrangements or understandings
between such beneficial owner and each proposed nominee and any other person or
persons (including their names) pursuant to which the nomination(s) are to be
made and (4) a representation whether the beneficial owner intends or is part of
a group which intends (x) to deliver a proxy statement and/or form of proxy to
holders of at least the percentage of the Corporation's outstanding capital
stock required to elect the nominee and/or (y) otherwise to solicit proxies from
shareholders in support of such nomination. In addition, to be effective, the
shareholder's notice must be accompanied by the written consent of the proposed
nominee to serve as a Director if elected. The Corporation may require any
proposed nominee to furnish such other information as may reasonably be required
to determine the eligibility of such proposed nominee to serve as a Director of
the Corporation. A shareholder shall not have complied with this Section 1.9(b)
if the shareholder (or beneficial owner, if any, on whose behalf the nomination
is made) solicits or does not solicit, as the case may be, proxies in support of
such shareholder's nominee in contravention of the representations with respect
thereto required by this Section 1.9.

            (c)   The chairman of any meeting shall have the power and duty to
determine whether a nomination was made in accordance with the provisions of
this Section 1.9 (including whether the shareholder or beneficial owner, if any,
on whose behalf the nomination is made solicited (or is part of a group which
solicited) or did not so solicit, as the case may be, proxies in support of such
shareholder's nominee in compliance with the representations with respect

                                      -4-
<PAGE>

thereto required by this Section 1.9), and if the chairman should determine that
a nomination was not made in accordance with the provisions of this Section 1.9,
the chairman shall so declare to the meeting and such nomination shall be
disregarded.

            (d)   Except as otherwise required by law, nothing in this Section
1.9 shall obligate the Corporation or the Board of Directors to include in any
proxy statement or other shareholder communication distributed on behalf of the
Corporation or the Board of Directors information with respect to any nominee
for Director submitted by a shareholder.

            (e)   Notwithstanding the foregoing provisions of this Section 1.9,
if the shareholder (or a qualified representative of the shareholder) does not
appear at the annual or special meeting of shareholders of the Corporation to
present a nomination, such nomination shall be disregarded, notwithstanding that
proxies in respect of such vote may have been received by the Corporation. For
purposes of this Section 1.9, to be considered a qualified representative of the
shareholder, a person must be authorized by a written instrument executed by
such shareholder or an electronic transmission delivered by such shareholder to
act for such shareholder as proxy at the meeting of shareholders and such person
must produce such written instrument or electronic transmission, or a reliable
reproduction of the written instrument or electronic transmission, at the
meeting of shareholders.

            (f)   For purposes of this Section 1.9, "public disclosure" shall
include disclosure in a press release reported by the Dow Jones New Service,
Associated Press or comparable national news service or in a document publicly
filed by the Corporation with the Securities and Exchange Commission pursuant to
Sections 13, 14 or 15(d) of the Exchange Act.

      1.10. Conduct of Meetings. The Board of Directors may adopt by resolution
such rules, regulations and procedures for the conduct of any meeting of
shareholders as it shall deem appropriate, including without limitation such
guidelines and procedures as it may deem appropriate regarding the participation
by means of remote communication of shareholders and proxyholders not physically
present at a meeting. Except to the extent inconsistent with such rules,
regulations and procedures as adopted by the Board of Directors, the chairman of
any meeting of shareholders shall have the right and authority to prescribe such
rules, regulations and procedures and to do all such acts as, in the judgment of
such chairman, are appropriate for the proper conduct of the meeting. Such
rules, regulations or procedures, whether adopted by the Board of Directors or
prescribed by the chairman of the meeting, may include, without limitation, the
following: (a) the establishment of an agenda or order of business for the
meeting; (b) rules and procedures for maintaining order at the meeting and the
safety of those present; (c) limitations on attendance at or participation in
the meeting to shareholders, their duly authorized and constituted proxies or
attorneys or such other persons as shall be determined; (d) restrictions on
entry to the meeting after the time fixed for the commencement thereof; and (e)
limitations on the time allotted to questions or comments by participants.
Unless and to the extent determined by the Board of Directors or the chairman of
the meeting, meetings of shareholders shall not be required to be held in
accordance with the rules of parliamentary procedure.

                                      -5-
<PAGE>

      1.11. Action Without Meeting by Written Consent.

            (a)   Action taken at a shareholders' meeting may be taken without a
                  meeting if the action is taken by all shareholders entitled to
vote on the action. The action shall be evidenced by one or more written
consents that describe the action taken, are signed by shareholders having the
requisite votes, bear the date of the signatures of such shareholders, and are
delivered to the Corporation for inclusion with the records of meetings within
60 days of the earliest dated consent delivered to the Corporation as required
by this Section 1.11. A consent signed under this Section 1.11 has the effect of
a vote at a meeting.

            (b)   If action is to be taken pursuant to the consent of voting
shareholders without a meeting, the Corporation, at least seven days before the
action pursuant to the consent is taken, shall give notice, which complies in
form with the requirements of Article III of these Bylaws, of the action to
nonvoting shareholders in any case where such notice would be required by law if
the action were to be taken pursuant to a vote by voting shareholders at a
meeting. The notice shall contain, or be accompanied by, the same material that
would have been required by law to be sent to shareholders in or with the notice
of a meeting at which the action would have been submitted to the shareholders
for approval.

      1.12. Record Date. The Board of Directors may fix the record date in order
to determine the shareholders entitled to notice of a shareholders' meeting, to
demand a special meeting, to vote or to take any other action. If a record date
for a specific action is not fixed by the Board of Directors, and is not
supplied by law, the record date shall be (a) the close of business either on
the day before the first notice is sent to shareholders, or, if no notice is
sent, on the day before the meeting or (b) in the case of action without a
meeting by written consent, the date the first shareholder signs the consent or
(c) for purposes of determining shareholders entitled to demand a special
meeting of shareholders, the date the first shareholder signs the demand or (d)
for purposes of determining shareholders entitled to a distribution, other than
one involving a purchase, redemption or other acquisition of the Corporation's
shares, the date the Board of Directors authorizes the distribution. A record
date fixed under this Section 1.12 may not be more than 70 days before the
meeting or action requiring a determination of shareholders. A determination of
shareholders entitled to notice of or to vote at a shareholders' meeting is
effective for any adjournment of the meeting unless the Board of Directors fixes
a new record date, which it shall do if the meeting is adjourned to a date more
than 120 days after the date fixed for the original meeting.

      1.13. Meetings by Remote Communication. Unless otherwise provided in the
Articles of Organization, if authorized by the Board of Directors: subject to
such guidelines and procedures as the Board of Directors may adopt, shareholders
and proxyholders not physically present at a meeting of shareholders may, by
means of remote communication: (a) participate in a meeting of shareholders; and
(b) be deemed present in person and vote at a meeting of shareholders, provided
that: (1) the Corporation shall implement reasonable measures to verify that
each person deemed present and permitted to vote at the meeting by means of
remote communication is a shareholder or proxyholder; (2) the Corporation shall
implement reasonable measures to provide such shareholders and proxyholders a
reasonable opportunity to participate in the meeting and to vote on matters
submitted to the shareholders, including an opportunity to read or hear the
proceedings of the meeting substantially concurrently with such proceedings;

                                      -6-
<PAGE>

and (3) if any shareholder or proxyholder votes or takes other action at the
meeting by means of remote communication, a record of such vote or other action
shall be maintained by the Corporation.

      1.14. Form of Shareholder Action.

            (a)   Any vote, consent, waiver, proxy appointment or other action
by a shareholder or by the proxy or other agent of any shareholder shall be
considered given in writing, dated and signed, if, in lieu of any other means
permitted by law, it consists of an electronic transmission that sets forth or
is delivered with information from which the Corporation can determine (1) that
the electronic transmission was transmitted by the shareholder, proxy or agent
or by a person authorized to act for the shareholder, proxy or agent; and (2)
the date on which such shareholder, proxy, agent or authorized person
transmitted the electronic transmission. The date on which the electronic
transmission is transmitted shall be considered to be the date on which it was
signed. The electronic transmission shall be considered received by the
Corporation if it has been sent to any address specified by the Corporation for
the purpose or, if no address has been specified, to the principal office of the
Corporation, addressed to the Secretary or other officer or agent having custody
of the records of proceedings of shareholders.

            (b)   Any copy, facsimile or other reliable reproduction of a vote,
consent, waiver, proxy appointment or other action by a shareholder or by the
proxy or other agent of any shareholder may be substituted or used in lieu of
the original writing for any purpose for which the original writing could be
used, but the copy, facsimile or other reproduction shall be a complete
reproduction of the entire original writing.

      1.15. Shareholder List for Meeting.

            (a)   After fixing a record date for a shareholders' meeting, the
Corporation shall prepare an alphabetical list of the names of all its
shareholders who are entitled to notice of the meeting. The list shall be
arranged by voting group, and within each voting group by class or series of
shares, and show the address of and number of shares held by each shareholder,
but need not include an electronic mail address or other electronic contact
information for any shareholder.

            (b)   The list of shareholders shall be available for inspection by
any shareholder, beginning two business days after notice is given of the
meeting for which the list was prepared and continuing through the meeting: (1)
at the Corporation's principal office or at a place identified in the meeting
notice in the city where the meeting will be held; or (2) on a reasonably
accessible electronic network, provided that the information required to gain
access to such list is provided with the notice of the meeting.

            (c)   A shareholder or his or her agent or attorney is entitled on
written demand to inspect and, subject to the requirements of Section 6.2(c) of
these Bylaws, to copy the list, during regular business hours and at his or her
expense, during the period it is available for inspection.

                                      -7-
<PAGE>

            (d)   The Corporation shall make the list of shareholders available
at the meeting, and any shareholder or his or her agent or attorney is entitled
to inspect the list at any time during the meeting or any adjournment.

                                   ARTICLE II

                                   DIRECTORS

      2.1.  Powers. All corporate power shall be exercised by or under the
authority of, and the business and affairs of the Corporation shall be managed
under the direction of, its Board of Directors.

      2.2.  Number and Election. The Board of Directors shall consist of not
less than the minimum number of individuals permitted by law and, subject to the
rights of holders of any class or series of Preferred Stock to elect Directors,
shall be divided into three classes, such classes to be as nearly equal in
number as possible. Subject to the rights of holders of any class or series of
Preferred Stock to elect Directors, at each annual meeting of shareholders, the
successors to the class of Directors whose term expires at that meeting shall be
elected. Subject to the foregoing requirements and applicable law, the Board of
Directors may, from time to time, fix the number of Directors and their
respective classifications, provided that any such action does not operate to
remove a Director elected by the shareholders or the Directors other than in the
manner specified in the Articles of Organization or these Bylaws.

      2.3.  Vacancies. Subject to the rights of holders of any class or series
of Preferred Stock, vacancies and newly created directorships, whether resulting
from an increase in the size of the Board of Directors, from the death,
resignation, disqualification or removal of a Director or otherwise, shall be
filled solely by the affirmative vote of a majority of the remaining Directors
then in office, even though less than a quorum of the Board of Directors. A
vacancy that will occur at a specific later date may be filled before the
vacancy occurs, but the new Director may not take office until the vacancy
occurs.

      2.4.  Change in Size of the Board of Directors. Subject to the rights of
holders of any class or series of Preferred Stock, the number of Directors may
be fixed or changed from time to time by the Board of Directors.

      2.5.  Tenure. Subject to the rights of holders of any class or series of
Preferred Stock to elect Directors, each Director shall serve for a term ending
on the date of the third annual meeting at which such Director was elected;
provided, however, that the term of each Director shall continue until the
election and qualification of a successor and be subject to such Director's
earlier death, resignation or removal. No decrease in the number of Directors
constituting the Board of Directors shall shorten the term of any incumbent
Director. Any Director elected to fill a vacancy shall hold office for the
remainder of the full term of the class of Directors in which the vacancy
occurred or the new directorship was created and until such Director's successor
shall have been elected and qualified.

      2.6.  Resignation. A Director may resign at any time by delivering written
notice of resignation to the Board of Directors, the Chairman of the Board or
the Corporation. A

                                      -8-
<PAGE>

resignation is effective when the notice is delivered unless the notice
specifies a later effective date.

      2.7.  Removal. A Director may be removed from office with or without cause
by vote of the holders of a majority of the shares entitled to vote in the
election of Directors. However, the Directors elected by the holders of a
particular class or series of stock may be removed from office with or without
cause only by vote of the holders of a majority of the outstanding shares of
such class or series. In addition, a Director may be removed from office for
cause by vote of a majority of the Directors then in office. A Director may be
removed for cause only after reasonable notice and opportunity to be heard
before the body proposing to remove him. Notwithstanding the foregoing
provisions, if the Directors of the Corporation are classified with respect to
the time for which they severally hold office pursuant to paragraph (a) of
Section 50A of the Massachusetts Business Corporation Law, as it may be amended
from time to time, the removal of Directors shall be governed by the provisions
of paragraph (c) of such Section 50A.

      2.8.  Regular Meetings. Regular meetings of the Board of Directors may be
held at such times and places as shall from time to time be fixed by the Board
of Directors without notice of the date, time, place or purpose of the meeting.

      2.9.  Special Meetings. Special meetings of the Board of Directors may be
called by the Chairman of the Board, the Chief Executive Officer, the President,
the Secretary, any two Directors or one Director in the event that there is only
one Director.

      2.10. Notice. Special meetings of the Board of Directors must be preceded
by at least two days' notice of the date, time and place of the meeting. The
notice need not describe the purpose of the special meeting. All notices to
Directors shall conform to the requirements of Article III of these Bylaws.

      2.11. Waiver of Notice. A Director may waive any notice before or after
the date and time of the meeting. The waiver shall be in writing, signed by the
Director entitled to the notice, or in the form of an electronic transmission by
the Director to the Corporation, and filed with the minutes or corporate
records. A Director's attendance at or participation in a meeting waives any
required notice to him or her of the meeting unless the Director at the
beginning of the meeting, or promptly upon his or her arrival, objects to
holding the meeting or transacting business at the meeting and does not
thereafter vote for or assent to action taken at the meeting.

      2.12. Quorum. Unless otherwise provided by law, the Articles of
Organization or these Bylaws, a quorum of the Board of Directors consists of a
majority of the Directors then in office, provided always that any number of
Directors (whether one or more and whether or not constituting a quorum)
constituting a majority of Directors present at any meeting or at any adjourned
meeting may make an adjournment thereof.

      2.13. Action at Meeting. If a quorum is present when a vote is taken, the
affirmative vote of a majority of Directors present is the act of the Board of
Directors unless the Articles of Organization or these Bylaws require the vote
of a greater number of Directors. A Director who is present at a meeting of the
Board of Directors or a committee of the Board of Directors when corporate
action is taken is considered to have assented to the action taken unless: (a)
he or she

                                      -9-
<PAGE>

objects at the beginning of the meeting, or promptly upon his or her arrival, to
holding it or transacting business at the meeting; (b) his or her dissent or
abstention from the action taken is entered in the minutes of the meeting; or
(c) he or she delivers written notice of his or her dissent or abstention to the
presiding officer of the meeting before its adjournment or to the Corporation
immediately after adjournment of the meeting. The right of dissent or abstention
is not available to a Director who votes in favor of the action taken.

      2.14. Action Without Meeting. Any action required or permitted to be taken
by the Directors may be taken without a meeting if the action is taken by the
unanimous consent of the members of the Board of Directors. The action must be
evidenced by one or more consents describing the action taken, in writing,
signed by each Director, or delivered to the Corporation by electronic
transmission, to the address specified by the Corporation for the purpose or, if
no address has been specified, to the principal office of the Corporation,
addressed to the Secretary or other officer or agent having custody of the
records of proceedings of Directors, and included in the minutes or filed with
the corporate records reflecting the action taken. Action taken under this
Section 2.14 is effective when the last Director signs or delivers the consent,
unless the consent specifies a different effective date. A consent signed or
delivered under this Section 2.14 has the effect of a meeting vote and may be
described as such in any document.

      2.15. Telephone Conference Meetings. The Board of Directors may permit any
or all Directors to participate in a regular or special meeting by, or conduct
the meeting through the use of, any means of communication by which all
Directors participating may simultaneously hear each other during the meeting. A
Director participating in a meeting by this means is considered to be present in
person at the meeting.

      2.16. Committees. The Board of Directors may create one or more committees
and appoint members of the Board of Directors to serve on them. Each committee
may have one or more members, who serve at the pleasure of the Board of
Directors. The creation of a committee and appointment of members to it must be
approved by a majority of all the Directors in office when the action is taken.
Article III and Sections 2.10 through 2.15 of these Bylaws shall apply to
committees and their members. To the extent specified by the Board of Directors,
each committee may exercise the authority of the Board of Directors to the
extent permitted by law. The creation of, delegation of authority to, or action
by a committee does not alone constitute compliance by a Director with the
standards of conduct described in Section 2.18 of these Bylaws.

      2.17. Compensation. The Board of Directors may fix the compensation of
Directors.

      2.18. Standard of Conduct for Directors.

            (a)   A Director shall discharge his or her duties as a Director,
including his or her duties as a member of a committee: (1) in good faith; (2)
with the care that a person in a like position would reasonably believe
appropriate under similar circumstances; and (3) in a manner the Director
reasonably believes to be in the best interests of the Corporation. In
determining what the Director reasonably believes to be in the best interests of
the Corporation, a Director may consider the interests of the Corporation's
employees, suppliers, creditors and customers, the economy of the state, the
region and the nation, community and societal considerations, and

                                      -10-
<PAGE>

the long-term and short-term interests of the Corporation and its shareholders,
including the possibility that these interests may be best served by the
continued independence of the Corporation.

            (b)   In discharging his or her duties, a Director who does not have
knowledge that makes reliance unwarranted is entitled to rely on information,
opinions, reports or statements, including financial statements and other
financial data, if prepared or presented by: (1) one or more officers or
employees of the Corporation whom the Director reasonably believes to be
reliable and competent with respect to the information, opinions, reports or
statements presented; (2) legal counsel, public accountants or other persons
retained by the Corporation, as to matters involving skills or expertise the
Director reasonably believes are matters (i) within the particular person's
professional or expert competence or (ii) as to which the particular person
merits confidence; or (3) a committee of the Board of Directors of which the
Director is not a member if the Director reasonably believes the committee
merits confidence.

            (c)   A Director is not liable for any action taken as a Director,
or any failure to take any action, if he or she performed the duties of his or
her office in compliance with this Section 2.18.

      2.19. Conflict of Interest.

            (a)   A conflict of interest transaction is a transaction with the
Corporation in which a Director of the Corporation has a material direct or
indirect interest. A conflict of interest transaction is not voidable by the
Corporation solely because of the Director's interest in the transaction if any
one of the following is true:

                  (1)   the material facts of the transaction and the Director's
interest were disclosed or known to the Board of Directors or a committee of the
Board of Directors and the Board of Directors or committee authorized, approved
or ratified the transaction;

                  (2)   the material facts of the transaction and the Director's
interest were disclosed or known to the shareholders entitled to vote and they
authorized, approved or ratified the transaction; or

                  (3)   the transaction was fair to the Corporation.

            (b)   For purposes of this Section 2.19, and without limiting the
interests that may create conflict of interest transactions, a Director of the
Corporation has an indirect interest in a transaction if: (1) another entity in
which he or she has a material financial interest or in which he or she is a
general partner is a party to the transaction; or (2) another entity of which he
or she is a director, officer or trustee or in which he or she holds another
position is a party to the transaction and the transaction is or should be
considered by the Board of Directors.

            (c)   For purposes of clause (1) of subsection (a) of this Section
2.19, a conflict of interest transaction is authorized, approved or ratified if
it receives the affirmative vote of a majority of the Directors on the Board of
Directors (or on the committee) who have no direct or indirect interest in the
transaction, but a transaction may not be authorized, approved or ratified under
this Section 2.19 by a single Director. If a majority of the Directors who have
no direct or

                                      -11-
<PAGE>

indirect interest in the transaction vote to authorize, approve or ratify the
transaction, a quorum is present for the purpose of taking action under this
Section 2.19. The presence of, or a vote cast by, a Director with a direct or
indirect interest in the transaction does not affect the validity of any action
taken under clause (1) of subsection (a) of this Section 2.19 if the transaction
is otherwise authorized, approved or ratified as provided in that subsection.

            (d)   For purposes of clause (2) of subsection (a) of this Section
2.19, a conflict of interest transaction is authorized, approved or ratified if
it receives the vote of a majority of the shares entitled to be counted under
this subsection (d). Shares owned by or voted under the control of a Director
who has a direct or indirect interest in the transaction, and shares owned by or
voted under the control of an entity described in clause (1) of subsection (b)
of this Section 2.19, may not be counted in a vote of shareholders to determine
whether to authorize, approve or ratify a conflict of interest transaction under
clause (2) of subsection (a) of this Section 2.19. The vote of those shares,
however, is counted in determining whether the transaction is approved under
other provisions of these Bylaws. A majority of the shares, whether or not
present, that are entitled to be counted in a vote on the transaction under this
subsection constitutes a quorum for the purpose of taking action under this
Section 2.19.

                                  ARTICLE III

                                MANNER OF NOTICE

      All notices provided for under these Bylaws shall conform to the following
requirements:

      (a)   Notice shall be in writing unless oral notice is reasonable under
the circumstances. Notice by electronic transmission is written notice.

      (b)   Notice may be communicated in person; by telephone, voice mail,
telegraph, teletype or other electronic means; by mail; by electronic
transmission; or by messenger or delivery service. If these forms of personal
notice are impracticable, notice may be communicated by a newspaper of general
circulation in the area where published; or by radio, television or other form
of public broadcast communication.

      (c)   Written notice, other than notice by electronic transmission, if in
a comprehensible form, is effective upon deposit in the United States mail, if
mailed postpaid and correctly addressed to the addressee's address shown in the
Corporation's current records.

      (d)   Written notice by electronic transmission, if in comprehensible
form, is effective: (1) if by facsimile telecommunication, when directed to a
number furnished by the addressee for the purpose; (2) if by electronic mail,
when directed to an electronic mail address furnished by the addressee for the
purpose; (3) if by a posting on an electronic network together with separate
notice to the addressee of such specific posting, directed to an electronic mail
address furnished by the addressee for the purpose, upon the later of (i) such
posting and (ii) the giving of such separate notice; and (4) if by any other
form of electronic transmission, when directed to the addressee in such manner
as the addressee shall have specified to the Corporation. An affidavit of the
Secretary or an Assistant Secretary of the Corporation, the transfer agent or
other agent of

                                      -12-
<PAGE>

the Corporation that the notice has been given by a form of electronic
transmission shall, in the absence of fraud, be prima facie evidence of the
facts stated therein.

      (e)   Except as provided in subsection (c) of this Article III, written
notice, other than notice by electronic transmission, if in a comprehensible
form, is effective at the earliest of the following: (1) when received; (2) five
days after its deposit in the United States mail, if mailed postpaid and
correctly addressed; (3) on the date shown on the return receipt, if sent by
registered or certified mail, return receipt requested; or if sent by messenger
or delivery service, on the date shown on the return receipt signed by or on
behalf of the addressee; or (4) on the date of publication if notice by
publication is permitted.

      (f)   Oral notice is effective when communicated if communicated in a
comprehensible manner.

                                   ARTICLE IV

                                    OFFICERS

      4.1.  Enumeration. The Corporation shall have a President, a Treasurer, a
Secretary and such other officers as may be appointed by the Board of Directors
from time to time in accordance with these Bylaws, including, but not limited
to, a Chairman of the Board, a Vice Chairman of the Board, a Chief Executive
Officer and one or more Vice Presidents, Assistant Treasurers and Assistant
Secretaries.

      4.2.  Appointment. The officers shall be appointed by the Board of
Directors. A duly appointed officer may appoint one or more officers or
assistant officers if authorized by the Board of Directors. Each officer has the
authority and shall perform the duties set forth in these Bylaws or, to the
extent consistent with these Bylaws, the duties prescribed by the Board of
Directors or by direction of an officer authorized by the Board of Directors to
prescribe the duties of other officers. The appointment of an officer shall not
itself create contract rights.

      4.3.  Qualification. The same individual may simultaneously hold more than
one office in the Corporation. No officer need be a shareholder.

      4.4.  Tenure. Except as otherwise provided by law, the Articles of
Organization or these Bylaws, each officer shall hold office until his or her
successor is duly appointed, unless a different term is specified in the vote
appointing him or her, or until his or her earlier death, resignation or
removal.

      4.5.  Resignation. An officer may resign at any time by delivering notice
of the resignation to the Corporation. A resignation is effective when the
notice is delivered unless the notice specifies a later effective date. If a
resignation is made effective at a later date and the Corporation accepts the
future effective date, the Board of Directors may fill the pending vacancy
before the effective date if the Board of Directors provides that the successor
shall not take office until the effective date. An officer's resignation shall
not affect the Corporation's contract rights, if any, with the officer.

                                      -13-
<PAGE>

      4.6.  Removal. The Board of Directors may remove any officer at any time
with or without cause. An officer's removal shall not affect the officer's
contract rights, if any, with the Corporation.

      4.7.  Vacancies. The Board of Directors may fill any vacancy occurring in
any office for any reason and may, in its discretion, leave unfilled for such
period as it may determine any offices other than those of President, Treasurer
and Secretary. Each such successor shall hold office for the unexpired term of
his or her predecessor and until his or her successor is duly appointed, or
until he or she sooner dies, resigns or is removed.

      4.8.  Chairman of the Board and Vice Chairman of the Board. The Board of
Directors may appoint from its members a Chairman of the Board, who need not be
an employee or officer of the Corporation. If the Board of Directors appoints a
Chairman of the Board, he or she shall perform such duties and possess such
powers as are assigned to him or her by the Board of Directors and, if the
Chairman of the Board is also designated as the Corporation's Chief Executive
Officer, shall have the powers and duties of the Chief Executive Officer
prescribed in Section 4.9 of these Bylaws. Unless otherwise provided by the
Board of Directors, the Chairman of the Board shall preside at all meetings of
the Board of Directors and shareholders.

      If the Board of Directors appoints a Vice Chairman of the Board, he or she
shall, in the event of the absence, inability or refusal to act of the Chairman
of the Board, perform the duties and exercise the powers of the Chairman of the
Board and shall perform such other duties and possess such other powers as may
from time to time be vested in him or her by the Board of Directors.

      4.9.  President; Chief Executive Officer. Unless the Board of Directors
has designated the Chairman of the Board or another person as Chief Executive
Officer, the President shall be the Chief Executive Officer. The Chief Executive
Officer shall have general charge and supervision of the business of the
Corporation, subject to the direction of the Board of Directors. The President
shall perform such other duties and shall have such other powers as the Board of
Directors or the Chief Executive Officer (if the President is not the Chief
Executive Officer) may from time to time prescribe. In the event of the absence,
inability or refusal to act of the Chief Executive Officer or the President (if
the President is not the Chief Executive Officer), the Vice President (or, if
there shall be more than one, the Vice Presidents in the order determined by the
Board of Directors) shall perform the duties of the Chief Executive Officer and,
when so performing such duties, shall have all the powers of and be subject to
all the restrictions upon, the Chief Executive Officer.

      4.10. Vice Presidents. Any Vice President shall perform such duties and
shall possess such powers as the Board of Directors, the Chief Executive Officer
or the President may from time to time prescribe. The Board of Directors may
assign to any Vice President the title Executive Vice President, Senior Vice
President or any other title selected by the Board of Directors.

      4.11. Treasurer and Assistant Treasurers. The Treasurer shall perform such
duties and shall have such powers as may from time to time be assigned to him or
her by the Board of Directors, the Chief Executive Officer or the President. In
addition, the Treasurer shall perform

                                      -14-
<PAGE>

such duties and have such powers as are incident to the office of treasurer,
including without limitation the duty and power to keep and be responsible for
all funds and securities of the Corporation, to deposit funds of the Corporation
in depositories, to disburse such funds as ordered by the Board of Directors,
the Chief Executive Officer or the President, to make proper accounts of such
funds, and to render as required by the Board of Directors, the Chief Executive
Officer or the President statements of all such transactions and of the
financial condition of the Corporation.

      Any Assistant Treasurer shall perform such duties and possess such powers
as the Board of Directors, the Chief Executive Officer, the President or the
Treasurer may from time to time prescribe. In the event of the absence,
inability or refusal to act of the Treasurer, the Assistant Treasurer (or if
there shall be more than one, the Assistant Treasurers in the order determined
by the Board of Directors) shall perform the duties and exercise the powers of
the Treasurer.

      4.12. Secretary and Assistant Secretaries. The Secretary shall perform
such duties and shall possess such powers as the Board of Directors, the Chief
Executive Officer or the President may from time to time prescribe. In addition,
the Secretary shall perform such duties and shall have such powers as are
incident to the office of the secretary, including without limitation the duty
and power to give notices of all meetings of shareholders and Directors, to
attend all meetings of shareholders and Directors, to prepare minutes of the
meetings of shareholders and Directors, to authenticate the records of the
Corporation, to maintain a stock ledger and prepare lists of shareholders and
their addresses as required, to be custodian of corporate records and the
corporate seal and to affix and attest to the same on documents.

      Any Assistant Secretary shall perform such duties and possess such powers
as the Board of Directors, the Chief Executive Officer, the President or the
Secretary may from time to time prescribe. In the event of the absence,
inability or refusal to act of the Secretary, the Assistant Secretary (or if
there shall be more than one, the Assistant Secretaries in the order determined
by the Board of Directors) shall perform the duties and exercise the powers of
the Secretary.

      In the absence of the Secretary or any Assistant Secretary at any meeting
of shareholders or Directors, the person presiding at the meeting shall
designate a temporary secretary to prepare the minutes of the meeting.

      4.13. Salaries. Officers of the Corporation shall be entitled to such
salaries, compensation or reimbursement as shall be fixed or allowed from time
to time by the Board of Directors.

      4.14. Standard of Conduct for Officers. An officer shall discharge his or
her duties: (a) in good faith; (b) with the care that a person in a like
position would reasonably exercise under similar circumstances; and (c) in a
manner the officer reasonably believes to be in the best interests of the
Corporation. In discharging his or her duties, an officer who does not have
knowledge that makes reliance unwarranted is entitled to rely on information,
opinions, reports or statements, including financial statements and other
financial data, if prepared or presented by: (1) one or more officers or
employees of the Corporation whom the officer reasonably believes to be reliable
and competent with respect to the information, opinions, reports or statements
presented; or (2) legal counsel, public accountants or other persons retained by
the

                                      -15-
<PAGE>

Corporation as to matters involving skills or expertise the officer reasonably
believes are matters (i) within the particular person's professional or expert
competence or (ii) as to which the particular person merits confidence. An
officer shall not be liable to the Corporation or its shareholders for any
decision to take or not to take any action taken, or any failure to take any
action, as an officer, if the duties of the officer are performed in compliance
with this Section 4.14.

                                   ARTICLE V

                          PROVISIONS RELATING TO SHARES

      5.1.  Issuance and Consideration. The Board of Directors may issue the
number of shares of each class or series authorized by the Articles of
Organization. The Board of Directors may authorize shares to be issued for
consideration consisting of any tangible or intangible property or benefit to
the Corporation, including cash, promissory notes, services performed, contracts
for services to be performed, or other securities of the Corporation. Before the
Corporation issues shares, the Board of Directors shall determine that the
consideration received or to be received for shares to be issued is adequate.
The Board of Directors shall determine the terms upon which the rights, options
or warrants for the purchase of shares or other securities of the Corporation
are issued and the terms, including the consideration, for which the shares or
other securities are to be issued.

      5.2.  Share Certificates. If shares are represented by certificates, at a
minimum each share certificate shall state on its face: (a) the name of the
Corporation and that it is organized under the laws of The Commonwealth of
Massachusetts; (b) the name of the person to whom issued; and (c) the number and
class of shares and the designation of the series, if any, the certificate
represents. Every certificate for shares of stock that are subject to any
restriction on the transfer or registration of transfer of such shares pursuant
to the Articles of Organization, these Bylaws, an agreement among shareholders
or an agreement among shareholders and the Corporation, shall have conspicuously
noted on the front or back of such certificate the existence of such
restrictions. If different classes of shares or different series within a class
are authorized, then the variations in rights, preferences and limitations
applicable to each class and series, and the authority of the Board of Directors
to determine variations for any future class or series, must be summarized on
the front or back of each certificate. Alternatively, each certificate may state
conspicuously on its front or back that the Corporation will furnish the
shareholder this information on request in writing and without charge. Each
share certificate shall be signed, either manually or in facsimile, by the Chief
Executive Officer, the President or a Vice President and by the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary, or any two
officers designated by the Board of Directors, and may bear the corporate seal
or its facsimile. If the person who signed, either manually or in facsimile, a
share certificate no longer holds office when the certificate is issued, the
certificate shall be nevertheless valid.

      5.3.  Uncertificated Shares. The Board of Directors may authorize the
issue of some or all of the shares of any or all of the Corporation's classes or
series without certificates. The authorization shall not affect shares already
represented by certificates until they are surrendered to the Corporation.
Within a reasonable time after the issue or transfer of shares without

                                      -16-
<PAGE>

certificates, the Corporation shall send the shareholder a written statement of
the information required by the MBCA to be on certificates.

      5.4.  Transfers; Record and Beneficial Owners. Subject to the
restrictions, if any, stated or noted on the stock certificates, shares of stock
may be transferred on the books of the Corporation by the surrender to the
Corporation or its transfer agent of the certificate representing such shares
properly endorsed or accompanied by a written assignment or power of attorney
properly executed, and with such proof of authority or the authenticity of
signature as the Corporation or its transfer agent may reasonably require. The
Corporation shall be entitled to treat the record holder of shares as shown on
its books as the owner of such shares for all purposes, including the payment of
dividends and other distributions and the right to vote with respect thereto,
regardless of any transfer, pledge or other disposition of such shares until the
shares have been transferred on the books of the Corporation in accordance with
the requirements of these Bylaws. Notwithstanding anything to the contrary
herein, to the extent the Board of Directors has established a procedure by
which the beneficial owner of shares that are registered in the name of a
nominee will be recognized by the Corporation as a shareholder, the Corporation
shall be entitled to treat the beneficial owner of shares as the shareholder to
the extent of the rights granted by a nominee certificate on file with the
Corporation.

      5.5.  Replacement of Certificates. The Board of Directors may, subject to
applicable law, determine the conditions upon which a new share certificate may
be issued in place of any certificate alleged to have been lost, destroyed or
wrongfully taken. The Board of Directors may, in its discretion, require the
owner of such share certificate, or his or her legal representative, to give a
bond, sufficient in its opinion, with or without surety, to indemnify the
Corporation against any loss or claim which may arise by reason of the issue of
the new certificate.

                                   ARTICLE VI

                                CORPORATE RECORDS

      6.1.  Records to be Kept.

            (a)   The Corporation shall keep as permanent records minutes of all
meetings of its shareholders and Board of Directors, a record of all actions
taken by the shareholders or Board of Directors without a meeting, and a record
of all actions taken by a committee of the Board of Directors in place of the
Board of Directors on behalf of the Corporation. The Corporation shall maintain
appropriate accounting records. The Corporation or its agent shall maintain a
record of its shareholders, in a form that permits preparation of a list of the
names and addresses of all shareholders, in alphabetical order by class of
shares showing the number and class of shares held by each. The Corporation
shall maintain its records in written form or in another form capable of
conversion into written form within a reasonable time.

            (b)   The Corporation shall keep within The Commonwealth of
Massachusetts a copy of the following records at its principal office or an
office of its transfer agent or of its Secretary or Assistant Secretary or of
its registered agent:

                                      -17-
<PAGE>

                  (1)   its Articles or Restated Articles of Organization and
all amendments to them currently in effect;

                  (2)   its Bylaws or Restated Bylaws and all amendments to them
currently in effect;

                  (3)   resolutions adopted by its Board of Directors creating
one or more classes or series of shares, and fixing their relative rights,
preferences and limitations, if shares issued pursuant to those resolutions are
outstanding;

                  (4)   the minutes of all shareholders' meetings, and records
of all action taken by shareholders without a meeting, for the past three years;

                  (5)   all written communications to shareholders generally
within the past three years, including the financial statements furnished under
Section 16.20 of the MBCA, or any successor Section thereto, for the past three
years;

                  (6)   a list of the names and business addresses of its
current Directors and officers; and

                  (7)   its most recent annual report delivered to the
Massachusetts Secretary of State.

      6.2.  Inspection of Records by Shareholders.

            (a)   A shareholder is entitled to inspect and copy, during regular
business hours at the office where they are maintained pursuant to Section
6.1(b) of these Bylaws, copies of any of the records of the Corporation
described in said Section 6.1(b) if he or she gives the Corporation written
notice of his or her demand at least five business days before the date on which
he or she wishes to inspect and copy.

            (b)   A shareholder is entitled to inspect and copy, during regular
business hours at a reasonable location specified by the Corporation, any of the
following records of the Corporation if the shareholder meets the requirements
of subsection (c) of this Section 6.2 and gives the Corporation written notice
of his or her demand at least five business days before the date on which he or
she wishes to inspect and copy:

                  (1)   excerpts from minutes reflecting action taken at any
meeting of the Board of Directors, records of any action of a committee of the
Board of Directors while acting in place of the Board of Directors on behalf of
the Corporation, minutes of any meeting of the shareholders, and records of
action taken by the shareholders or Board of Directors without a meeting, to the
extent not subject to inspection under subsection (a) of this Section 6.2;

                  (2)   accounting records of the Corporation, but if the
financial statements of the Corporation are audited by a certified public
accountant, inspection shall be limited to the financial statements and the
supporting schedules reasonably necessary to verify any line item on those
statements; and

                                      -18-
<PAGE>

                  (3)   the record of shareholders described in Section 6.1(a)
of these Bylaws.

            (c)   A shareholder may inspect and copy the records described in
subsection (b) of this Section 6.2 only if:

                  (1)   his or her demand is made in good faith and for a proper
purpose;

                  (2)   he or she describes with reasonable particularity his or
her purpose and the records he or she desires to inspect;

                  (3)   the records are directly connected with his or her
purpose; and

                  (4)   the Corporation shall not have determined in good faith
that disclosure of the records sought would adversely affect the Corporation in
the conduct of its business or, in the case of a public corporation, constitutes
material non-public information at the time when the shareholder's notice of
demand to inspect and copy is received by the Corporation.

            (d)   For purposes of this Section 6.2, "shareholder" includes a
beneficial owner whose shares are held in a voting trust or by a nominee on his
or her behalf.

      6.3.  Scope of Inspection Right.

            (a)   A shareholder's agent or attorney has the same inspection and
copying rights as the shareholder represented.

            (b)   The Corporation may, if reasonable, satisfy the right of a
shareholder to copy records under Section 6.2 of these Bylaws by furnishing to
the shareholder copies by photocopy or other means chosen by the Corporation,
including copies furnished through an electronic transmission.

            (c)   The Corporation may impose a reasonable charge, covering the
costs of labor, material, transmission and delivery, for copies of any documents
provided to the shareholder. The charge may not exceed the estimated cost of
production, reproduction, transmission or delivery of the records.

            (d)   The Corporation may comply at its expense with a shareholder's
demand to inspect the record of shareholders under clause (3) of subsection (b)
of Section 6.2 of these Bylaws by providing the shareholder with a list of
shareholders that was compiled no earlier than the date of the shareholder's
demand.

            (e)   The Corporation may impose reasonable restrictions on the use
or distribution of records by the demanding shareholder.

      6.4.  Inspection of Records by Directors. A Director is entitled to
inspect and copy the books, records and documents of the Corporation at any
reasonable time to the extent reasonably related to the performance of the
Director's duties as a Director, including duties as a member of

                                      -19-
<PAGE>

a committee, but not for any other purpose or in any manner that would violate
any duty to the Corporation.

                                  ARTICLE VII

                                INDEMNIFICATION

      Except as otherwise provided below, the corporation shall, to the extent
legally permissible, indemnify each person who is, or shall have been, a
Director, officer or Plan Fiduciary (as defined below) of the corporation or who
is serving, or shall have served, at the request of the corporation as a
Director or officer of another organization in which the corporation owns any
shares or of which it is a creditor, against all liabilities and expenses
(including judgments, fines, penalties and reasonable attorneys' fees and all
amounts paid, other than to the corporation or such other organization, in
compromise or settlement) imposed upon or incurred by any such person in
connection with, or arising out of, the defense or disposition of any action,
suit or other proceeding, whether civil or criminal, in which he may be a
defendant or with which he may be threatened or otherwise involved, directly or
indirectly, by reason of his being or having been such a Director, officer or
Plan Fiduciary.

      The corporation shall provide no indemnification with respect to any
matter as to which any such Director, officer or Plan Fiduciary shall be finally
adjudicated in such action, suit or proceeding not to have acted in good faith
in the reasonable belief that his action was in the best interests of the
corporation. The corporation shall provide no indemnification with respect to
any matter settled or compromised, pursuant to a consent decree or otherwise,
unless such settlement or compromise shall have been approved as in the best
interests of the corporation, after notice that indemnification is involved, by
(i) a disinterested majority of the Board of Directors or, (ii) the holders of a
majority of the outstanding stock entitled to elect Directors, voting as a
single class, exclusive of any stock owned by any interested Director, officer
or Plan Fiduciary.

      Indemnification may include payment by the corporation of expenses in
defending a civil or criminal action or proceeding in advance of the final
disposition of such action or proceeding upon receipt of an undertaking by the
person indemnified to repay such payment if it is ultimately determined that
such person is not entitled to indemnification under this Article.

      As used in this Article, the terms "Director", "officer" and "Plan
Fiduciary" include their respective heirs, executors, administrators and legal
representatives, and an "interested" Director, officer or Plan Fiduciary is one
against whom in such capacity the proceeding in question or another proceeding
on the same or similar grounds is then pending.

      To assure indemnification under this Article of all persons who are
determined by the corporation or otherwise to be or to have been "fiduciaries"
of any employee benefit plan of the corporation which may exist from time to
time, this Article shall be interpreted as follows: (i) "Plan Fiduciary" shall
mean any Director, officer or employee of the corporation who serves such an
employee benefit plan in a fiduciary capacity at the request of the corporation;
(ii) "fines" shall be deemed to include any excise taxes assessed on a person
with respect to an employee benefit plan pursuant to the Employee Retirement
Income Security Act of 1974; and

                                      -20-
<PAGE>

(iii) actions taken or omitted by a person with respect to an employee benefit
plan in the performance of such person's duties for a purpose reasonably
believed by such person to be in the interest of the participants and
beneficiaries of the plan shall be deemed to be for a purpose which is in the
best interests of the corporation.

      The right of indemnification provided in this Article shall not be
exclusive of or affect any other rights to which any Director, officer or Plan
Fiduciary may be entitled under any agreement, statute, vote of stockholders or
otherwise. The corporation's obligation to provide indemnification under this
Article shall be offset to the extent of any other source of indemnification or
any otherwise applicable insurance coverage under a Policy maintained by the
corporation or any other person. Nothing contained in this Article shall affect
any rights to which corporate personnel other than Directors and officers may be
entitled by contract or otherwise.

                                  ARTICLE VIII

                                 MISCELLANEOUS

      8.1.  Fiscal Year. Except as otherwise determined from time to time by the
Board of Directors, the fiscal year of the Corporation shall in each year end on
December 31.

      8.2.  Seal. The seal of the Corporation shall, subject to alteration by
the Board of Directors, bear the Corporation's name, the word "Massachusetts"
and the year of its incorporation.

      8.3.  Voting of Securities. Except as the Board of Directors may otherwise
designate, the Chief Executive Officer, President or Treasurer may waive notice
of, and act as, or appoint any person or persons to act as, proxy or
attorney-in-fact for the Corporation (with or without power of substitution) at,
any meeting of shareholders of any other corporation or organization, the
securities of which may be held by the Corporation.

      8.4.  Evidence of Authority. A certificate by the Secretary, an Assistant
Secretary or a temporary Secretary as to any action taken by the shareholders,
Directors, any committee or any officer or representative of the Corporation
shall as to all persons who rely on the certificate in good faith be conclusive
evidence of such action.

      8.5.  Articles of Organization. All references in these Bylaws to the
Articles of Organization shall be deemed to refer to the Articles of
Organization of the Corporation, as amended and in effect from time to time.

      8.6.  Severability. Any determination that any provision of these Bylaws
is for any reason inapplicable, illegal or ineffective shall not affect or
invalidate any other provision of these Bylaws.

      8.7.  Pronouns. All pronouns used in these Bylaws shall be deemed to refer
to the masculine, feminine or neuter, singular or plural, as the identity of the
person or persons may require.

                                      -21-
<PAGE>

                                   ARTICLE IX

                                   AMENDMENTS

            (a)   These By-Laws may be amended by vote of the holders of a
majority of the shares of each class of the capital stock at the time
outstanding and entitled to vote at any annual or special meeting of
stockholders, if notice of the substance of the proposed amendment is stated in
the notice of such meeting. If authorized by the Articles of Organization, the
Directors, by a majority of their number then in office, may also make, amend or
repeal these By-Laws, in whole or in part, except with respect to (a) the
provisions of these By-Laws governing (i) the removal of Directors, (ii) the
indemnification of Directors and (iii) the amendment of these By-Laws and (b)
any provision of these By-Laws which by law, the Articles of Organization or
these By-Laws requires action by the stockholders.

            (b)   No change in the date fixed in these By-Laws for the annual
meeting of stockholders may be made within 60 days before the date fixed in
these By-Laws, and in case of any change in such date, notice thereof shall be
given to each stockholder in person or by letter mailed to his last known post
office address at least 20 days before the new date fixed for such meeting.

            (c)   Not later than the time of giving notice of the meeting of
stockholders next following the making, amending or repealing by the Directors
of any By-Law, notice stating the substance of such change shall be given to all
stockholders entitled to vote on amending the By-Laws.

            (d)   Any By-Law adopted by the Directors may be amended or repealed
by the stockholders entitled to vote on amending the By-Laws.

                                      -22-