<PAGE>
 
                                                                     EXHIBIT 3.2
 
                                              EFFECTIVE
                                           OCTOBER 1, 1998



                           MARVEL ENTERPRISES, INC.

                                    BY-LAWS

                           (as restated and amended)
<PAGE>
 
                               TABLE OF CONTENTS
                               -----------------

<TABLE> 
<CAPTION> 
                                                                            PAGE
                                                                            ----
<S>                                                                         <C> 
ARTICLE 1.  OFFICES.........................................................   1
     Section 1.1.   Registered Office.......................................   1
     Section 1.2.   Other Offices...........................................   1

ARTICLE 2.  MEETINGS OF STOCKHOLDERS........................................   1
     Section 2.1.   Place of Meetings.......................................   1
     Section 2.2.   Annual Meetings.........................................   1
     Section 2.3.   Special Meetings........................................   2
     Section 2.4.   Notice of Meetings......................................   2
     Section 2.5.   Quorum..................................................   2
     Section 2.6.   Notice of Stockholder Business and
                    Nominations.............................................   4
     Section 2.7.   Organization............................................   6
     Section 2.8.   Voting..................................................   6
     Section 2.9.   No Stockholder Action by Written Consent................   8
     Section 2.10.  Inspectors..............................................   8
     Section 2.11.  List of Stockholders....................................   8

ARTICLE 3.  BOARD OF DIRECTORS..............................................   9
     Section 3.1.   Number of Directors.....................................   9
     Section 3.2.   General Powers..........................................   9
     Section 3.3.   Election of Directors . . . . . . . . . ................  11
     Section 3.4.   Tenure and Qualifications...............................  11
     Section 3.5.   Quorum and Manner of Acting.............................  11
     Section 3.6.   Action by Communications Equipment......................  11
     Section 3.7.   Offices, Place of Meeting and Records...................  11
     Section 3.8.   Annual Meeting..........................................  12
     Section 3.9.   Regular Meetings........................................  12
     Section 3.10.  Special Meetings; Notice................................  12
     Section 3.11.  Organization............................................  12
     Section 3.12.  Order of Business.......................................  13
     Section 3.13.  Removal of Directors....................................  13
     Section 3.14.  Resignation.............................................  13
     Section 3.15.  Vacancies...............................................  13
     Section 3.16.  Compensation............................................  14
     Section 3.17.  Interested Directors....................................  14

ARTICLE 4.  ACTION BY CONSENT...............................................  14
     Section 4.1.   Consent by Directors....................................  14
     Section 4.2.   Consent by Stockholders.................................  15

ARTICLE 5.  OFFICERS........................................................  15
     Section 5.1.   Number..................................................  15
     Section 5.2.   Election, Qualifications and
                    Term of Office..........................................  15
     Section 5.3.   Removal.................................................  15
     Section 5.4.   Resignation.............................................  15
</TABLE> 

                                      -i-
<PAGE>
 
<TABLE> 
<S>                                                                           <C>
     Section 5.5.   Vacancies...............................................  16
     Section 5.6.   Chairman of the Board...................................  16
     Section 5.7.   Chief Executive Officer.................................  16
     Section 5.8.   President...............................................  16
     Section 5.9.   Chief Financial Officer.................................  16
     Section 5.10.  Treasurer...............................................  17
     Section 5.11.  Secretary...............................................  17
     Section 5.12.  Other Officers..........................................  17
     Section 5.13.  Salaries................................................  18

ARTICLE 6.  INDEMNIFICATION, ETC............................................  18
     Section 6.1.   Indemnification and Advances of Expenses................  18
     Section 6.2.   Employees and Agents....................................  19
     Section 6.3.   Repeal or Modification..................................  19
     Section 6.4.   Other Indemnification...................................  19

ARTICLE 7.  CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC...................  20
     Section 7.1.   Execution of Contracts..................................  20
     Section 7.2.   Loans...................................................  20
     Section 7.3.   Checks, Drafts, etc.....................................  20
     Section 7.4.   Deposits................................................  21
     Section 7.5.   Proxies in Respect of Securities of
                    Other Corporations......................................  21

ARTICLE 8.  BOOKS AND RECORDS...............................................  21
     Section 8.1.   Place...................................................  21
     Section 8.2.   Addresses of Stockholders...............................  21
     Section 8.3.   Record Dates............................................  22
     Section 8.4.   Audit of Books and Accounts.............................  22

ARTICLE 9.  SHARES AND THEIR TRANSFER.......................................  22
     Section 9.1.   Certificates of Stock...................................  22
     Section 9.2.   Record..................................................  23
     Section 9.3.   Transfer of Stock.......................................  23
     Section 9.4.   Transfer Agent and Registrar; Regulations...............  23
     Section 9.5.   Lost, Destroyed or Mutilated Certificates...............  23

ARTICLE 10. SEAL............................................................  24

ARTICLE 11. FISCAL YEAR.....................................................  24

ARTICLE 12. NOTICE..........................................................  24
     Section 12.1.  Delivery of Notices.....................................  24
     Section 12.2.  Waivers of Notice.......................................  25

ARTICLE 13. AMENDMENTS......................................................  25
     Section 13.1.  By-Laws.................................................  25

ARTICLE 14. DIVIDENDS.......................................................  25
</TABLE> 

                                     -ii-
 
<PAGE>
 


                           MARVEL ENTERPRISES, INC.
                                    By-Laws
                           (as restated and amended)



                                  ARTICLE 1.

                                    OFFICES
                                    -------

          Section 1.1.   Registered Office.  The registered office and
                         -----------------                            
registered agent of the Corporation in the State of Delaware shall be as set
forth in the Corporation's Certificate of Incorporation.

          Section 1.2.   Other Offices.  The Corporation may also have an office
                         -------------                                          
at such other place or places either within or without the State of Delaware
from time to time as the Board of Directors may determine or the business of the
Corporation may require.


                                  ARTICLE 2.

                           MEETINGS OF STOCKHOLDERS
                           ------------------------

          Section 2.1.   Place of Meetings.  All meetings of the stockholders of
                         -----------------                                      
the Corporation shall be held at such place either within or without the State
of Delaware as may be designated from time to time by the Board of Directors.

          Section 2.2.   Annual Meetings.
                         --------------- 

          (a)  The annual meeting of the stockholders for the election of
directors and for the transaction of such other business as may properly come
before the meeting shall be held at such date, time and place either within or
without the State of Delaware, as may be designated by the Board of Directors
from time to time.

          (b)  In respect of the annual meeting for any particular year the
Board of Directors may, by resolution fix a different day, time or place (either
within or without the State of Delaware) for the annual meeting.

          (c)  If the election of directors shall not be held on the day fixed
by the Board for any annual meeting, or on the day of any adjourned session
thereof, the Board of Directors shall 
<PAGE>
 
cause the election to be held at a special meeting as soon thereafter as
conveniently may be. At such special meeting, the stockholders may elect the
directors and transact such other business properly before the meeting with the
same force and effect as at an annual meeting duly called and held.

          Section 2.3.   Special Meetings.  A special meeting of the
                         ----------------                           
stockholders for any purpose or purposes may be called at any time or from time
to time by the Chief Executive Officer or Chairman of the Board, and shall be
called at any time or from time to time at the request in writing of a majority
of the total number of directors in office.  A special meeting shall also be
called by the Chief Executive Officer or the Secretary upon the written request
of not less than 15% in interest of the Stockholders entitled to vote thereat.
At any special meeting, no business shall be transacted and no corporate action
shall be taken other than as stated in the notice of the meeting.

          Section 2.4.   Notice of Meetings.
                         ------------------ 

          (a) Except as otherwise required by law or the Certificate of
Incorporation, written notice of each annual or special meeting of the
stockholders shall be given to each stockholder of record entitled to vote at
such meeting not less than ten days nor more than sixty days before the date of
such meeting.  Every such notice shall state the date, time and place of the
meeting and, in case of a special meeting, shall state briefly the purposes
thereof.

          (b) Attendance of a stockholder at a meeting, in person or by proxy,
shall constitute a waiver of notice of such meeting, except when such
stockholder attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business on the grounds that
the meeting is not lawfully called or convened.  Notice of any adjourned meeting
of the stockholders shall not be required to be given except by announcement at
the meeting so adjourned or when expressly required by law.


          Section 2.5.   Quorum.
                         ------ 

          (a) At each meeting of the stockholders, except where otherwise
provided by law, the Certificate of Incorporation or these By-Laws, the holders
of record of a majority in voting power of the issued and outstanding shares of
stock of the Corporation entitled to vote at such meeting, present in person or
represented by proxy, shall be required to constitute a quorum for the
transaction of business.  Where a separate vote by class or classes or one or
more series of a class or classes of stock is required by law or the Certificate
of Incorporation for any matter, the holders of a majority in voting power of
the issued 

                                      -2-
<PAGE>
 
and outstanding shares of each such class or classes or one or more series of a
class or classes entitled to vote, present in person or represented by proxy,
shall be required to constitute a quorum with respect to a vote on that matter,
except that where the unanimous affirmative vote or written consent of all of
the holders of the outstanding shares of a class or classes of stock is required
by the Certificate of Incorporation with respect to any matter, all of the
holders of the outstanding shares of such class or classes entitled to vote,
present in person or by proxy, shall be required to constitute a quorum with
respect to a vote on that matter. For purposes of these By-Laws, the term "total
voting power" shall mean, (a) in the case of matters which do not require a
separate vote by class or classes or one or more series of a class or classes of
stock, the aggregate number of votes which all of the shares of stock, excluding
the votes of shares of stock having such entitlement only upon the happening of
a contingency, would be entitled to cast in the election of directors to the
Board of Directors, if all such shares of stock were present at a meeting of the
Corporation's stockholders for the purpose of the election of directors, and (b)
in the case of matters which do require a separate vote by class or classes or
one or more series of a class or classes of stock, the aggregate number of votes
which all of the shares of such class or classes or one or more series of a
class or classes of stock, excluding the votes of shares of stock having such
entitlement only upon the happening of a contingency, would be entitled to cast
on any such matter, if all of the shares of such class or classes or one or more
series of a class or classes of stock were present and voted at a meeting of the
Corporation's stockholders for the purpose of stockholder action on such matter.

          (b) In the absence of a quorum at any annual or special meeting of
stockholders, a majority in total voting power of the shares of stock entitled
to vote, or in the case of matters requiring a separate vote by any class or
classes or one or more series of a class or classes of stock, a majority in
total voting power of the shares of each such class or classes or one or more
series of a class or classes entitled to vote, present in person or represented
by proxy or, in the absence of all such stockholders, any person entitled to
preside at or act as secretary of such meeting, shall have the power to adjourn
the meeting from time to time, if the date, time and place thereof are announced
at the meeting at which the adjournment is taken. At any such adjourned meeting
at which a quorum shall be present, any business may be transacted which might
have been transacted at the meeting as originally called.  If the adjournment is
for more than thirty days, or if after the adjournment a new record date is
fixed for the adjourned meeting, a notice of the adjourned meeting shall be
given to each stockholder of record entitled to vote at the meeting.

                                      -3-
<PAGE>
 
          Section 2.6.   Notice of Stockholder Business and Nominations.
                         ---------------------------------------------- 

          (a)  Annual Meetings of Stockholders.  (i) Nominations of persons for
election to the Board of Directors of the Corporation and the proposal of
business to be considered by the stockholders may be made at an annual meeting
of stockholders (A) pursuant to the Corporation's notice of meeting, (B) by or
at the direction of the Board of Directors or (C) by any stockholder of the
Corporation who was a stockholder of record at the time of giving of notice
provided for in this By-Law, who is entitled to vote at the meeting and who
complies with the notice procedures set forth in this By-Law.

          (ii) For nominations or other business to be properly brought before
an annual meeting by a stockholder pursuant to clause (C) of paragraph (a)(i) of
this By-Law, the stockholder must have given timely notice thereof in writing to
the Secretary of the Corporation and such other business must otherwise be a
proper matter for stockholder action.  To be timely, a stockholder's notice
shall be delivered to the Secretary at the principal executive offices of the
Corporation not later than the close of business on the 60th day 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 more than 30 days
before or after such anniversary date, notice by the stockholder to be timely
must be so delivered not later than the close of business on the later of the
60th day prior to such annual meeting or the 10th day following the day on which
public announcement of the date of such meeting is first made by the
Corporation.  In no event shall the public announcement of an adjournment of an
annual meeting commence a new time period for the giving of a stockholder's
notice as described above.  Such stockholder's notice shall set forth (A) as to
each person whom the stockholder proposes to nominate for election or re-
election as a director all information relating to such person that is required
to be disclosed in solicitations of proxies for election of directors in an
election contest, or is otherwise required, in each case pursuant to Regulation
14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act")
and Rule 14a-11 thereunder (including such person's written consent to being
named in the proxy statement as a nominee and to serving as a director if
elected); (B) as to any other business that the stockholder proposes to bring
before the meeting, a brief description of the business desired to be brought
before the meeting, the reasons for conducting such business at the meeting and
any material interest in such business of such stockholder and the beneficial
owner, if any, on whose behalf the proposal is made; and (C) as to the
stockholder giving the notice and the beneficial owner, if any, on whose behalf
the nomination or proposal is made (x) the name and address of such stockholder,
as 

                                      -4-
<PAGE>
 
they appear on the Corporation's books, and of such beneficial owner and (y) the
class and number of shares of the Corporation which are owned beneficially and
of record by such stockholder and such beneficial owner.

          (iii)  Notwithstanding anything in the second sentence of paragraph
(a)(ii) of this By-Law to the contrary, in the event that the number of
directors to be elected to the Board of Directors of the Corporation is
increased and there is no public announcement by the Corporation naming all of
the nominees for director or specifying the size of the increased Board of
Directors at least 70 days prior to the first anniversary of the preceding
year's annual meeting, a stockholder's notice required by this By-Law shall also
be considered timely, but only with respect to nominees for any new positions
created by such increase, if it shall be delivered to the Secretary at the
principal executive offices of the Corporation not later than the close of
business on the 10th day following the day on which such public announcement is
first made by the Corporation.

          (b)    Special Meetings of Stockholders.  Only such business shall be
conducted at a special meeting of stockholders as shall have been brought before
the meeting pursuant to the Corporation's notice of meeting.  Nominations of
persons for election to the Board of Directors may be made at a special meeting
of stockholders at which directors are to be elected pursuant to the
Corporation's notice of meeting (i) by or at the direction of the Board of
Directors or (ii) provided that the Board of Directors has determined that
directors shall be elected at such meeting, by any stockholder of the
Corporation who is a stockholder of record at the time of giving of notice
provided for in this By-Law, who shall be entitled to vote at the meeting and
who complies with the notice procedures set forth in this By-Law.  In the event
the Corporation calls a special meeting of stockholders for the purpose of
electing one or more directors to the Board of Directors, any such stockholder
may nominate a person or persons (as the case may be),for election to such
position(s) as specified in the Corporation's notice of meeting, if the
stockholder's notice required by paragraph (a)(ii) of this By-Law shall be
delivered to the Secretary at the principal executive offices of the Corporation
not earlier than the close of business on the 90th day prior to such special
meeting and not later than the close of business on the later of the 60th day
prior to such special meeting or the 10th day following the day on which public
announcement is first made of the date of the special meeting and of the
nominees proposed by the Board of Directors to be elected at such meeting.  In
no event shall the public announcement of an adjournment of a special meeting
commence a new time period for the giving of a stockholder's notice as described
above.

                                      -5-
<PAGE>
 
          (c)   General.  (i)  Only such persons who are nominated in accordance
with the procedures set forth in this By-Law shall be eligible to serve as
directors and only such business shall be conducted at a meeting of stockholders
as shall have been brought before the meeting in accordance with the procedures
set forth in this By-Law.  Except as otherwise provided by law, the Certificate
of Incorporation or these By-Laws, the Chairman of the meeting shall have the
power and duty to determine whether a nomination or any business proposed to be
brought before the meeting was made or proposed, as the case may be, in
accordance with the procedures set forth in this By-Law and, if any proposed
nomination or business is not in compliance with this By-Law, to declare that
such defective proposal or nomination shall be disregarded.

          (ii)  For purposes of this By-Law, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News 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 Section 13,
14 or 15(d) of the Exchange Act.

          (iii) Notwithstanding the foregoing provisions of this By-Law, a
stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set
forth in this By-Law. Nothing in this By-Law shall be deemed to affect any
rights (i) of stockholders to request inclusion of proposals in the
Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act or
(ii) of the holders of any series of Preferred Stock to elect directors under
specified circumstances.

          Section 2.7.   Organization.  At each meeting of the stockholders, the
                         ------------                                           
Chairman of the Board or in his absence, the Chief Executive Officer, or in his
absence, the President or any other officer designated by the Board, shall act
as chairman of and preside over the meeting, and the Secretary or an Assistant
Secretary of the Corporation, or any other person whom the chairman of such
meeting shall appoint, shall act as secretary of the meeting and keep the
minutes thereof.

          Section 2.8.   Voting.
                         ------ 

          (a)   Except as otherwise provided by law or by the Certificate of
Incorporation or these By-Laws, at every meeting of the stockholders or in the
case of any written consent of stockholders, and for all other purposes, each
holder of record of shares of Common Stock on the relevant record date shall be
entitled to one (1) vote for each share of Common Stock standing in such
person's name on the stock transfer records of the 

                                      -6-
<PAGE>
 
Corporation. If no such record date shall have been fixed by the Board, then the
record date shall be as fixed by applicable law.

          (b) Persons holding a share or shares of stock in a fiduciary capacity
shall be entitled to vote the share or shares so held and to consent in writing
with respect to such share or shares.  If shares of stock stand of record in the
names of two or more persons, or if two or more persons have the same fiduciary
relationship respecting the same shares of stock, such persons may designate in
writing one or more of their number to represent such stock and vote the shares
so held, unless there is a provision to the contrary in the instrument or order,
if any, defining their powers and duties, appointing them, or creating their
relationship, and a copy of such instrument or order is furnished to the
Secretary of the Corporation along with written notice to the contrary.

          (c) Persons whose stock is pledged shall be entitled to vote the
pledged shares, unless in the transfer by the pledgor on the books of the
Corporation the pledgor has expressly empowered the pledgee to vote thereon, in
which case only the pledgee, or his proxy, may represent such stock and vote
thereon.

          (d) Any stockholder entitled to vote may do so in person or by his
proxy appointed by an instrument in writing subscribed by such stockholder or by
his attorney thereunto authorized, delivered to the secretary of the meeting;
provided, however, that no proxy shall be voted after three years from its date,
unless said proxy provides for a longer period.  The provisions of this
subsection 2.8(d) are not intended to and do not limit the manner in which a
stockholder may authorize another person or persons to act for him as proxy.

          (e) At all meetings of the stockholders at which a quorum is present,
except as otherwise provided by law or by the Certificate of Incorporation or
these By-Laws, all matters shall be decided by the affirmative vote of the
holders of a majority in voting power of the shares entitled to vote thereon and
present in person or represented by proxy at such meeting, voting as a single
class.  Except as otherwise provided by the Certificate of Incorporation, where
a separate vote by class or classes or one or more series of a class or classes
of stock is required for any matter, such matters shall be decided by the
affirmative vote of the holders of a majority in voting power of the shares of
each such class or classes or one or more series of a class or classes entitled
to vote thereon and present in person or represented by proxy at such meeting, a
quorum being present. Except as otherwise provided by the Certificate of
Incorporation or these By-Laws, directors shall be elected by the affirmative
vote of a plurality in voting power of the shares present in person or
represented by proxy and entitled to vote for the election of directors at a
meeting at which a quorum is present.

                                      -7-
<PAGE>
 
          Section 2.9.   No Stockholder Action by Written Consent. Subject to
                         ---------------------------------------- 
the rights of the holders of any series of Preferred Stock with respect to such
series of Preferred Stock, any action required or permitted to be taken by the
stockholders of the Corporation must be effected at a meeting of stockholders of
the Corporation and may not be effected by any consent in writing by such
stockholder.

          Section 2.10.  Inspectors.  The Corporation shall, in advance of any
                         ----------                                           
meeting of the stockholders, appoint one or more inspector to act at the meeting
of the stockholders and make a written report thereof.  Such inspectors, among
other things, shall accept and count the votes for and against the matters
presented for a vote, make a written report of the results of such votes, and
subscribe and deliver to the secretary of the meeting a certificate stating the
number of shares of stock issued and outstanding and entitled to vote thereon
and the number of shares voted for and against the questions presented. If no
inspector or alternate is able to act at a meeting of stockholders, the chairman
of the meeting shall appoint one or more inspectors to act at the meeting.  The
inspectors need not be stockholders of the Corporation, and any director or
officer of the Corporation may be an inspector on any matter subject to a vote
other than a vote for or against his election to any position or office on or
with the Board or the Corporation or on any other matter subject to a vote in
which he may be directly interested.  Before entering upon the discharge of any
of his duties as such, each inspector shall subscribe an oath faithfully to
execute the duties of an inspector with strict impartiality and according to the
best of his ability.

          Section 2.11.  List of Stockholders.
                         -------------------- 

          (a) It shall be the duty of the Secretary or other officer of the
Corporation who shall have charge of its stock ledger to prepare and make, or
cause to be prepared and made, at least ten days before every meeting of the
stockholders, a complete list of the stockholders entitled to vote thereat,
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 during ordinary business hours to the examination of any
stockholder for any purpose germane to the meeting for a period of at least ten
days prior to the meeting, either at a place within the city where the meeting
is to be held, which place shall be specified in the notice of the meeting or,
if not so specified, at the place where the meeting is to be held.

          (b) Such list shall be produced and kept at the time and place of the
meeting during the whole time thereof and may be inspected by any stockholder
who is present.

                                      -8-
<PAGE>
 
          (c) The stock ledger shall be the conclusive evidence as to who are
the stockholders entitled to examine the stock ledger, and the list of
stockholders required by this Section 2.11, or the books of the Corporation, or
to vote in person or by proxy at any meeting of stockholders.



                                  ARTICLE 3.

                              BOARD OF DIRECTORS
                              ------------------

          Section 3.1.   Number of Directors.  The number of Directors which
                         -------------------                                
shall constitute the entire Board of Directors shall be eleven (11).

          Section 3.2.   General Powers.
                         -------------- 

          (a) Except as otherwise provided in the Certificate of Incorporation,
the business, property, policies, and affairs of the Corporation shall be
managed by or under the direction of the Board of Directors.

          (b) Compensation and Nominating, Audit, Finance and Other Committees.
The Board of Directors may, by resolution adopted by a majority of the Board (i)
designate a Compensation and Nominating Committee to exercise, subject to
applicable provisions of law, the functions regularly administered by committees
of such type including, without limitation, the power to review and recommend to
the Board the compensation and benefit arrangements for the officers of the
Corporation, the administering of the stock option plans and executive
compensation programs of the Corporation, including bonus and incentive plans
applicable to officers and key employees of the Corporation and to recommend to
the Board nominees for election as Directors, (ii) designate an Audit Committee
to exercise, subject to applicable provisions of laws, the functions regularly
administered by committees of such type including, without limitation, (A) to
review the professional services and independence of the Corporation's
independent auditors and the scope of the annual external audit as recommended
by the independent auditors, (B) to ensure that the scope of the annual external
audit by the independent auditors of the Corporation is sufficiently
comprehensive, (C) to review, in consultation with the independent auditors and
the internal auditors, the plan and results of the annual external audit, the
adequacy of the Corporation's internal control systems and the results of the
Corporation's internal audits, (D) to review with management and the independent
auditors, the Corporation's annual financial statements, financial reporting
practices and the results of each external audit, and (E) to consider the
qualification of the 

                                      -9-
<PAGE>
 
Corporation's independent auditors, to make recommendations to the Board as to
their selection and to review the relationship between such independent auditors
and management, (iii) designate a Finance Committee to exercise, subject to
applicable provisions of law, the functions regularly administered by committees
of such type including, without limitation, to make recommendations to the Board
with respect to the Corporation's credit arrangements, the issuance of equity
and long term debt instruments and other financial matters, and(iv) by
resolution similarly adopted, designate one or more other committees. The
Compensation and Nominating Committee, the Audit Committee, the Finance
Committee and each such other committee shall consist of five or more directors
of the Corporation. The Board may designate one or more directors as alternate
members of any committee, who may replace any absent or disqualified member at
any meeting of the committee. Any such committee, other than the Compensation
and Nominating Committee, Audit Committee and Finance Committee (the powers of
which are expressly provided for herein), may to the extent permitted by law
exercise such powers and shall have such responsibilities as shall be specified
in the designating resolution. In the absence or disqualification of any member
of such committee or committees, the member or members thereof present at any
meeting and not disqualified from voting, whether or not constituting a quorum,
may unanimously appoint another member of the Board to act at the meeting in the
place of any such absent or disqualified member. Under no circumstances may the
committee members, in their capacities as such, appoint another director to act
in the place of such absent or disqualified member. In the event that, and for
so long as, there are no duly appointed members, no duly designated alternate
members, and no duly appointed replacement members of one (1) or more committees
of the Board, the powers and authority that otherwise would be delegated to and
exercised by such committee shall be reserved to and exercised by the Board.

     A majority of any committee may determine its action and fix the time and
place of its meetings, unless the Board shall otherwise provide.  Notice of such
meetings shall be given to each member of the committee in the manner provided
for in Section 3.10 of these By-Laws.  The Board shall have power at any time to
fill vacancies in, to change the membership of, or to dissolve any such
committee.  Nothing herein shall be deemed to prevent the Board from appointing
one or more committees consisting in whole or in part of persons who are not
directors of the Corporation; provided, however, that no such committee shall
have or may exercise any authority of the Board.

     Each committee of the Board shall keep regular minutes of its
proceedings and report the same to the Board when so requested by the Board.
Any such committee shall fix its own rules of procedure, subject to the approval
of the Board and the 

                                      -10-
<PAGE>
 
provisions of the Certificate of Incorporation and of these By Laws.

          Section 3.3.   Election of Directors.  Except as otherwise provided in
                         ---------------------                                  
the Certificate of Incorporation, the directors shall be elected by the
stockholders at the annual meeting of stockholders.

          Section 3.4.   Tenure and Qualifications.  A director need not be a
                         -------------------------                           
stockholder.  Each director shall hold office until the annual meeting of the
Stockholders next following his election and until his successor shall have been
elected and qualified, or until his death, or until he shall resign, or until he
shall have been removed or disqualified.

          Section 3.5.   Quorum and Manner of Acting.
                         --------------------------- 

          (a) Except as otherwise provided by law, the Certificate of
Incorporation or these By-Laws, a majority of the whole Board shall be required
to constitute a quorum for the transaction of business at any meeting of the
Board, and the affirmative vote of a majority of the directors present at any
meeting of the Board at which a quorum is present shall be required for the
taking of any action by the Board.  Except as otherwise provided by law, the
Certificate of Incorporation, or By-Laws, a majority of the total number of
members of any committee of the Board shall be required to constitute a quorum
for the transaction of business at any meeting of such committee, and the
affirmative vote of a majority of the members of any committee of the Board
present at any meeting of such committee at which a quorum is present shall be
required for the taking of any action by such committee.

          (b) In the absence of a quorum at any meeting of the Board of
Directors or of any committee of the Board, such meeting need not be held; or a
majority of the directors or committee members, as the case may be, present
thereat or, if no director or committee member be present, the Secretary, may
adjourn such meeting from time to time until a quorum shall be present. Notice
of any adjourned meeting need not be given except by announcement at the meeting
at which the adjournment is taken.

          Section 3.6.   Action by Communications Equipment.  The directors may
                         ----------------------------------                    
participate in a meeting of the Board or any committee thereof by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and such participation
shall constitute presence in person at such meeting.

          Section 3.7.   Offices, Place of Meeting and Records. The Board and
                         -------------------------------------               
any committee of the Board may hold meetings and 

                                      -11-
<PAGE>
 
have an office or offices at such place or places within or without the State of
Delaware as the Board or such committee, as the case may be, may from time to
time determine. The place of meeting shall be as from time to time designated by
the Board or such committee, as the case may be, or as specified or fixed in the
respective notices or waivers of notice thereof, except where no notice of such
meeting is required, and except as otherwise provided by law, by the Certificate
of Incorporation or these By-Laws.

          Section 3.8.   Annual Meeting.  The Board shall meet for the purpose
                         --------------                                       
of organization, the election of principal officers and the transaction of other
business, if a quorum be present, immediately following each annual election of
directors by the stockholders; or the time and place of such meeting may be
fixed by a majority of the total number of directors in office.

          Section 3.9.   Regular Meetings.  Regular meetings of the Board and
                         ----------------                                    
committees of the Board shall be held at such places and at such times as the
Board or such committee, as the case may be, shall from time to time determine.
Notice of regular meetings need not be given.

          Section 3.10.  Special Meetings; Notice.  Special meetings of the
                         ------------------------                          
Board of Directors shall be held whenever called by the Chief Executive Officer
or Chairman of the Board or by a majority of the total number of directors in
office.  Special meetings of committees of the Board shall be held whenever
called by the Chief Executive Officer or Chairman of the Board, a majority of
the total number of directors in office or a majority of the members of such
committee.  Notice of each such meeting shall be mailed to each director or
committee member, as the case may be, addressed to him at his usual place of
business at least ten days before the day on which the meeting is to be held, or
shall be sent to him at such place of business by facsimile transmission or
other available means, or delivered personally or by telephone not later than 24
hours before the day on which the meeting is to be held.  Each such notice shall
state the time and place of the meeting and the purpose thereof.  Notice of any
such meeting need not be given to any director or committee member, as the case
may be, however, if waived by him in writing, whether before or after such
meeting shall be held, or if he shall be present at such meeting other than for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.

          Section 3.11.  Organization.  At each meeting of the Board of
                         ------------                                  
Directors, the Chairman of the Board or, in his absence, a director chosen by a
majority of the directors present shall act as chairman of and preside over the
meeting.  At each meeting of any committee of the Board, the Chairman of the
Board, if he 

                                      -12-
<PAGE>
 
be a member of such committee, or in his absence, the member of such committee
designated as chairman of such committee by the Board, or in the absence of such
designation or such designated chairman, a member of such committee chosen by a
majority of the members of such committee present, shall act as chairman of and
preside over the meeting. The Secretary or, in his absence an Assistant
Secretary or, in the absence of the Secretary and all Assistant Secretaries, a
person whom the chairman of such meeting shall appoint, shall act as secretary
of such meeting and keep the minutes thereof.

          Section 3.12.  Order of Business.  At all meetings of the Board of
                         -----------------                                  
Directors and committees of the Board, business shall be transacted in the order
determined by the chairman of such meeting.

          Section 3.13.  Removal of Directors.  Except as otherwise provided by
                         --------------------                                  
law, the Certificate of Incorporation or these By-Laws, any director or the
entire Board may be removed, either with or without cause, at any time and from
time to time, by the affirmative vote or written consent of a majority in voting
power of the shares of the capital stock of the Corporation then entitled to
vote for the election of directors of the Corporation.

          Section 3.14.  Resignation.  Any director of the Corporation may
                         -----------                                      
resign at any time by giving written notice of his resignation to the Board, the
Chief Executive Officer, President or Chairman of the Board, or the Secretary of
the Corporation.  Such resignation shall take effect at the date of receipt of
such notice or at any later time specified therein; and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.

          Section 3.15.  Vacancies.  Except as otherwise provided in the
                         ---------                                      
Certificate of Incorporation, vacancies on the Board, caused by death,
resignation, removal, disqualification, or other cause, and newly created
directorships resulting from any increase in the authorized number of directors,
may be filled by a majority action of the remaining directors then in office,
though less than a quorum, or by election upon the vote of the stockholders of
the Corporation at the next annual meeting or any special meeting called for
such purpose or upon action of the stockholders of the Corporation taken by
written consent, and each director so elected to fill any such vacancy or newly
created directorship shall hold office until the next annual election of
directors and until his successor shall be duly elected and qualified or until
his death or until he shall resign or until he shall have been removed or
disqualified.

                                      -13-
<PAGE>
 
          Section 3.16.  Compensation.  Each director, in consideration of his
                         ------------                                         
serving as such, shall be entitled to receive from the Corporation such amount
per annum or such fees for attendance at directors' meetings, or both, as the
Board shall from time to time determine, together with reimbursement for the
reasonable expenses incurred by him in connection with the performance of his
duties; provided that nothing herein contained shall be construed to preclude
any director from serving the Corporation or its subsidiaries in any other
capacity and receiving proper compensation therefor.

          Section 3.17.  Interested Directors.  No contract or transaction
                         --------------------                             
between the Corporation and one or more of its directors or officers, or between
the Corporation and any other corporation, partnership, association or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, that is otherwise duly authorized in
accordance with the provisions of the Certificate of Incorporation, shall be
void or voidable solely for this reason, or solely because the director or
officer is present at or participates in the meeting of the Board or committee
thereof which authorizes the contract or transaction, or solely because his or
their votes are counted for such purpose, if (i) the material facts as to his or
their relationship or interest and as to the contract or transaction are
disclosed or are known to the Board or the committee, and the Board or committee
in good faith authorizes the contract or transaction by the affirmative vote of
a majority of the disinterested directors, even though the dis  interested
directors be less than a quorum; or (ii) the material facts as to his or their
relationship or interest and as to the contract or transaction are disclosed or
are known to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the stockholders;
or (iii) the contract or transaction is fair as to the Corporation as of the
time it is authorized, approved or ratified, by the Board, a committee thereof
or the stockholders. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board or of a committee
which authorizes the contract or transaction.


                                  ARTICLE 4.

                               ACTION BY CONSENT
                               -----------------

          Section 4.1.   Consent by Directors.  Unless otherwise provided in the
                         --------------------                                   
Certificate of Incorporation or these By-Laws, any action required or permitted
to be taken at any meeting of the Board or of any committee thereof may be taken
without a meeting, without prior notice and without a vote if a written consent
thereto is signed by all members of the Board or of such committee, as the case
may be, and such written consent or 

                                      -14-
<PAGE>
 
consents is filed with the minutes of the proceedings of the Board or such
committee.

          Section 4.2.   Consent by Stockholders.  Any action required or
                         -----------------------                         
permitted to be taken at any meeting of the stockholders may be taken without a
meeting, without prior notice and without a vote upon the delivery to the
Corporation in accordance with Section 228 of the General Corporation Law of the
State of Delaware, as the same now exists or may hereafter be amended, or the
provisions of a successor statute ("Section 228"), of a written consent or
written consents of the holders of outstanding shares of stock having not less
than the minimum number of votes that would be necessary to authorize or take
such action at a meeting at which all shares entitled to vote thereon were
present and voted.  Prompt notice of the taking of any corporate action without
a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing, and any certificate required to
be filed with the office of the Secretary of State of the State of Delaware with
respect to such matter shall state that written consent has been given in
accordance with Section 228 and that such written notice has been given.


                                  ARTICLE 5.

                                   OFFICERS
                                   --------

          Section 5.1.   Number.  The principal officers of the Corporation
                         ------                                            
shall be a Chairman of the Board, Chief Executive officer, a President, a Chief
Financial Officer, a Treasurer and a Secretary.  In addition, there may be such
other or subordinate officers, agents and employees as may be appointed in
accordance with the provisions of Section 5.12.  Any two or more offices may be
held by the same person, except that the office of Secretary shall be held by a
person other than the person holding the office of President.

          Section 5.2.   Election, Qualifications and Term of Office.  Each
                         -------------------------------------------       
officer of the Corporation, except such officers as may be appointed in
accordance with the provisions of Section 5.12, shall be elected annually by the
Board of Directors and shall hold office until his successor shall have been
duly elected and qualified, or until his death, or until he shall have resigned
or shall have been removed.

          Section 5.3.   Removal.  Any officer may be removed, either with or
                         -------                                             
without cause, by the action of the Board of Directors.

          Section 5.4.   Resignation.  Any officer may resign at any time by
                         -----------                                        
giving written notice to the Board of Directors, or 

                                      -15-
<PAGE>
 
the Chairman of the Board, the Chief Executive Officer, the President or the
Secretary of the Corporation. Any such resignation shall take effect at the date
of receipt of such notice or at any later time specified therein; and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.

          Section 5.5.   Vacancies.  A vacancy in any office under this Article
                         ---------                                             
Five because of death, resignation, removal, disqualification or any other cause
shall be filled for the unexpired portion of the term in the manner prescribed
in this Article Five for regular election or appointment to such office.

          Section 5.6.   Chairman of the Board.  The directors may elect one of
                         ---------------------                                 
their members to be Chairman of the Board.  The Chairman of the Board, as such,
shall be subject to the control of and may be removed by the Board.  The
Chairman of the Board shall be a director and shall preside at all meetings of
the Board and stockholders.  The Chairman of the Board shall have general
executive powers and such specific powers and duties as from time to time may be
conferred or assigned by the Board.

          Section 5.7.   Chief Executive Officer.  Subject to the direction of
                         -----------------------                              
the Board or the Chairman of the Board, the Chief Executive Officer shall be the
chief executive officer of the Corporation, shall have general charge and
supervision of the business of the Corporation and shall exercise chief
executive powers and such specific powers and shall perform such duties as from
time to time may be conferred upon or assigned to him by the Board, the Chairman
of the Board or any committee thereof designated by it to so act.  In the
absence of the Chairman of the Board, the Chief Executive Officer shall preside
at all meetings of the Board and the stockholders.

          Section 5.8.   President.  The President shall have general executive
                         ---------                                             
powers and such specific powers and shall perform such duties as from time to
time may be conferred upon or assigned to him by the Board, the Chairman of the
Board, the Chief Executive Officer, or any committee of the Board designated by
it to so act.

          Section 5.9.   Chief Financial Officer.  The Chief Financial Officer
                         -----------------------                              
shall maintain or cause to be maintained adequate records of all assets,
liabilities, and transactions of the Corporation and adequate internal
accounting controls; shall prepare or cause to be prepared such financial
statements or reports on the Corporation's results of operations or financial
condition as required by law or directed by the Board; shall insure that
adequate audits thereof are currently and regularly made; and shall, in
consultation with the Chief Executive Officer or the Chairman of the Board,
undertake measures and implement procedures designed to facilitate or further
the foregoing.  His 

                                      -16-
<PAGE>
 
duties and powers shall, so far as the Chief Executive Officer or the Chairman
of the Board may deem practicable, extend to all subsidiary corporations.

          Section 5.10.  Treasurer.  The Treasurer shall have charge and custody
                         ---------                                              
of, and be responsible for, all funds and securities of the Corporation, and
shall deposit all such funds to the credit of the Corporation in such banks,
trust companies or other depositories as shall be selected in accordance with
the provisions of these By-Laws.  The Treasurer shall disburse the funds of the
Corporation as may be ordered by the Board, making proper vouchers for such
disbursements, and shall render to the Board or the committee of the Board to
which he reports or the stockholders, whenever the Board may require him so to
do, a statement of all his transactions as Treasurer and of the financial
condition of the Corporation; and, in general, he shall perform all the duties
as from time to time may be assigned to him by the Board, or by the Chief
Executive Officer or Chairman of the Board.  When required by the Board, the
Treasurer shall give bonds for the faithful discharge of his duties in such sums
and with such sureties as the Board shall approve.

          Section 5.11.  Secretary.  The Secretary shall record or cause to be
                         ---------                                            
recorded in books provided for the purpose the minutes of the meetings of the
stockholders, the Board, and all committees of which a secretary shall not have
been appointed; shall see that all notices are duly given in accordance with the
provisions of the Certificate of Incorporation and these By-Laws and as required
by law; shall be custodian of all corporate records (other than financial
records) and of the seal of the Corporation and see that the seal is affixed to
all documents the execution of which on behalf of the Corporation under its seal
is duly authorized, in accordance with, and required by, the provisions of these
By-Laws; shall keep, or cause to be kept, the list of stockholders as required
by Section 2.11 of Article Two of these By-Laws, which shall include the post-
office addresses of the stockholders and the number of shares held by them,
respectively, and shall make or cause to be made, all proper changes therein;
shall see that the books, reports, statements, certificates and all other
documents and records required by law are properly kept and filed; and, in
general, shall perform all duties incident to the office of Secretary and such
other duties as may from time to time be assigned to him by the Board, by any
committee of the Board designated by it to so act, or by the Chief Executive
Officer or Chairman of the Board.  The Secretary shall be appointed by the Chief
Executive Officer or by the Board of Directors.

          Section 5.12.  Other Officers.  The Corporation may have such other
                         --------------                                      
officers, agents, and employees as the Board may designate, including without
limitation, one or more Senior or Executive Vice Presidents, one or more Vice
Presidents, a Chief 

                                      -17-
<PAGE>
 
Operating Officer, a Senior Legal Officer, a Controller, one or more Assistant
Controllers, one or more Assistant Treasurers, and one or more Assistant
Secretaries, each of whom shall hold such office, for such period, have such
authority, and perform such duties as the Board, any committee of the Board
designated by it to so act, or the Chief Executive Officer or Chairman of the
Board may from time to time determine. The Board may delegate to any principal
officer the power to appoint or remove any such subordinate officers, agents or
employees.

          Section 5.13.  Salaries.  The salaries of the principal officers of
                         --------                                            
the Corporation shall be fixed from time to time by the Board or a duly
designated and constituted committee thereof duly empowered and authorized so to
act, and none of such officers shall be prevented from receiving a salary by
reason of the fact that he is a director of the Corporation.


                                  ARTICLE 6.

                             INDEMNIFICATION, ETC.
                             -------------------- 

          Section 6.1.   Indemnification and Advances of Expenses.  To the
                         ------------------------------- --------         
fullest extent permitted by the General Corporation Law of the State of Delaware
("GCL"), as the same now exists or may hereafter be amended, and, to the extent
required by the GCL, only as authorized in the specific case upon the making of
a determination that indemnification of the person is proper in the
circumstances because he has met the applicable standard of conduct prescribed
in Sections 145(a) and (b) of the GCL, the Corporation shall indemnify and hold
harmless any person who was or is a director, officer or incorporator of the
Corporation from and against any and all expenses (including counsel fees and
disbursements), judgments, fines (including excise taxes assessed on a person
with respect to an employee benefit plan), and amounts paid in settlement that
may be imposed upon or incurred by him in connection with, or as a result of,
any threatened, pending, or completed proceeding, whether civil, criminal,
administrative or investigative (whether or not by or in the right of the
Corporation), in which he is or may become involved, as a party or otherwise, by
reason of the fact that he is or was such a director, officer or incorporator of
the Corporation or is or was serving at the request of the Corporation as a
director, officer, incorporator, employee, partner, trustee or agent of another
corporation, partnership, joint venture, trust or other enterprise (including an
employee benefit plan), whether or not he continues to be such at the time such
expenses and judgments, fines and amounts paid in settlement shall have been
imposed or incurred.  The Corporation shall be required to indemnify such a
person who is or was a director, officer, or incorporator in connection with a
proceeding (or part thereof) initiated by such person, however, only if the

                                      -18-
<PAGE>
 
initiation of such proceeding (or part thereof) by such person was authorized by
the Board.  Such right of indemnification shall inure whether or not such
expenses and judgments, fines and amounts paid in settlement are imposed or
incurred based on matters which antedate the adoption of this Article Six.  Such
right of indemnification shall continue as to a person who has ceased to be a
director, officer or incorporator of the Corporation, and shall inure to the
benefit of the heirs and personal representatives of such a person.

          Expenses incurred by a person who is or was a director, officer, or
incorporator of the Corporation in defending or investigating a threatened or
pending action, suit or proceeding in which such person is or may become
involved, as a party or otherwise, by reason of the fact that he is or was a
director, officer, or incorporator of the Corporation or is or was serving at
the request of the Corporation as a director, officer, incorporator, employee,
partner, trustee, or agent of another corporation, partnership, joint venture,
trust or other enterprise (including an employee benefit plan), shall be paid by
the Corporation in advance of final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such person to
repay such amount if it shall ultimately be determined that he is not entitled
to be indemnified by the Corporation under this Article Six or otherwise.

          The rights to indemnification and advancement of expenses provided by
this Article Six shall not be deemed exclusive of any other rights which are or
may be provided now or in the future under any provision currently in effect or
hereafter adopted of these By-Laws, by any agreement, by vote of stockholders,
by resolution of directors, by provision of law or otherwise.

          Section 6.2.   Employees and Agents.  The Corporation may, to the
                         --------------------                              
extent authorized from time to time by the Board of Directors, provide to
employees and agents of the Corporation who are not directors, officers or
incorporators rights to indemnification and advancement of expenses similar to
those conferred in this Article Six on directors, officers and incorporators of
the Corporation.

          Section 6.3.   Repeal or Modification.  Any repeal or modification of
                         ----------------------                                
this Article Six shall not adversely affect any rights to indemnification and
advancement of expenses of a director, officer or incorporator of the
Corporation existing pursuant to this Article Six with respect to any acts or
omissions occurring prior to such repeal or modification.

          Section 6.4.   Other Indemnification.  The Corporation's obligation,
                         ---------------------                                
if any, to indemnify any person who is or was serving at its request as a
director, officer, 

                                      -19-
<PAGE>
 
incorporator, employee, partner, trustee, or agent of another corporation,
partnership, joint venture, trust or other enterprise (including an employee
benefit plan), shall be reduced by any amount such person actually receives as
indemnification from such other corporation, partnership, joint venture, trust
or other enterprise.


                                  ARTICLE 7.

                CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
                --------------------------------------------- 

          Section 7.1.   Execution of Contracts.  Unless the Board shall
                         ----------------------                         
otherwise determine, the Chief Executive Officer, President or Chairman of the
Board, any Vice President, the Treasurer or the Secretary may enter into any
contract or execute any contract or other instrument, the execution of which is
not otherwise specifically provided for, in the name and on behalf of the
Corporation.  The Board, or any committee designated by it to so act, except as
otherwise provided in these By-Laws, may authorize any other or additional
officer or officers or agent or agents of the Corporation to so act, and such
authority may be general or confined to specific instances.  Unless duly
authorized so to do by the Certificate of Incorporation or by these By-Laws or
by the Board or by any such committee, no officer, agent or employee shall have
any power or authority to bind the Corporation by any contract or engagement or
to pledge its credit or to render it liable pecuniarily for any purpose or to
any amount.

          Section 7.2.   Loans.  No loan shall be contracted on behalf of the
                         -----                                               
Corporation, and no evidence of indebtedness shall be issued, endorsed or
accepted in its name, unless duly authorized by the Board or any committee
designated by it to so act.  Such authority may be general or confined to
specific instances.  When so authorized, the officer or officers thereunto
authorized may effect loans and advances at any time for the Corporation from
any bank, trust company or other institution, or from any firm, corporation or
individual, and for such loans and advances may make, execute and deliver
promissory notes or other evidences of indebtedness of the Corporation, and,
when authorized as aforesaid, as security for the payment of any and all loans,
advances, indebtedness and liabilities of the Corporation, may mortgage, pledge,
hypothecate or transfer any real or personal property at any time owned or held
by the Corporation, and to that end execute instruments of mortgage or pledge or
otherwise transfer such property.

          Section 7.3.   Checks, Drafts, etc.  All checks, drafts, bills of
                         --------------------                              
exchange or other orders for the payment of money, obligations, notes, or other
evidence of indebtedness, bills of lading, warehouse receipts and insurance
certificates of 

                                      -20-
<PAGE>
 
the Corporation, shall be signed or endorsed by such officer or officers, agent
or agents, attorney or attorneys, employee or employees, of the Corporation as
shall from time to time be determined by resolution of the Board or any
committee designated by it to so act.

          Section 7.4.   Deposits.  All funds of the Corporation not otherwise
                         --------                                             
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositories as the Board or any
committee designated by it to so act may from time to time designate, or as may
be designated by any officer or officers or agent or agents of the Corporation
to whom such power may be delegated by the Board or any committee designated by
it to so act and, for the purpose of such deposit and for the purposes of
collection for the account of the Corporation may be endorsed, assigned and
delivered by any officer, agent or employee of the Corporation or in such other
manner as may from time to time be designated or determined by resolution of the
Board or any committee designated to so act.

          Section 7.5.   Proxies in Respect of Securities of Other Corporations.
                         ------------------------------------------------------ 
Unless otherwise provided by resolution adopted by the Board or any committee
designated by it to so act, the Chairman of the Board, Chief Executive Officer
or President or any Vice President may from time to time appoint an attorney or
attorneys or agent or agents of the Corporation, in the name and on behalf of
the Corporation, to cast the votes which the Corporation may be entitled to cast
as the holder of stock or other securities in any other corporation, association
or trust, any of whose stock or other securities may be held by the Corporation,
at meetings of the holders of the stock or other securities of such other
corporation, association or trust, or to consent in writing, in the name of the
Corporation as such holder, to any action by or respecting such other
corporation, association or trust, and may instruct the person or persons so
appointed as to the manner of casting such votes or giving such consent, and may
execute or cause to be executed in the name and on behalf of the Corporation and
under its corporate seal, or otherwise, all such written proxies or other
instruments as he may deem necessary or proper in the premises.


                                  ARTICLE 8.

                               BOOKS AND RECORDS
                               -----------------

          Section 8.1.   Place.  The books and records of the Corporation may be
                         -----                                                  
kept at such places within or without the state of Delaware as the Board may
from time to time determine.

          Section 8.2.   Addresses of Stockholders.  Each stockholder shall
                         -------------------------                         
furnish to the Secretary of the Corporation or 

                                      -21-
<PAGE>
 
to a transfer agent of the Corporation an address at which notices of meetings
and all other corporate notices and communications may be served upon or mailed
to him, and if any stockholder shall fail to designate such address, corporate
notices and communications may be served upon him by mail, postage prepaid, to
him at his post office address last known to the Secretary or to a transfer
agent of the Corporation or by transmitting a notice thereof to him at such
address by facsimile transmission or other available method.

          Section 8.3.   Record Dates.  Except as otherwise provided by law or
                         ------------                                         
these By-Laws, 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, or entitled to consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock, or for the purpose of
any other lawful action, the Board may fix, in advance, a record date, which
shall not be more than sixty days nor less than ten days before the date of such
meeting, or more than sixty days prior to any other action.  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 may fix a new record date for the adjourned meeting.

          Section 8.4.   Audit of Books and Accounts.  The books and accounts of
                         ---------------------------                            
the Corporation shall be audited at least once in each fiscal year by certified
public accountants of good standing selected by the Board.


                                  ARTICLE 9.

                           SHARES AND THEIR TRANSFER
                           -------------------------

          Section 9.1.   Certificates of Stock.  Every holder of record of
                         ---------------------                            
shares of stock of the Corporation shall be entitled to have a certificate
certifying the number of shares owned by him and designating the class of stock
to which such shares belong, which shall otherwise be in such form as the Board
may prescribe. Every such certificate shall be signed by the Chairman of the
Board, President or a Vice President, and the Treasurer or any Assistant
Treasurer or the Secretary or any Assistant Secretary of the Corporation; any
and all signatures may be in facsimile form.  In case any officer or officers
who shall have signed, or whose facsimile signature or signatures shall have
been used on, any such certificate or certificates shall cease to be such
officer or officers of the Corporation, whether because of death, resignation or
otherwise, before such certificate or certificates shall have been delivered by
the Corporation, such certificate or 

                                      -22-
<PAGE>
 
certificates may nevertheless be issued and delivered by the Corporation as
though the person or persons who signed such certificate or whose facsimile
signature or signatures shall have been used had not ceased to be such officer
or officers of the Corporation.

          Section 9.2.   Record.  A record shall be kept of the name of the
                         ------                                            
person, firm or corporation owning the shares of stock represented by each
certificate for shares of stock of the Corporation issued, the number of shares
represented by each such certificate, and the date thereof, and, in case of
cancellation, the date of cancellation.  The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the Certificate of Incorporation or law. The stock record books and the blank
stock certificate books shall be kept by the Secretary or by any other officer
or agent designated by the Board.

          Section 9.3.   Transfer of Stock.  Except as otherwise provided by law
                         -----------------                                      
or the Certificate of Incorporation, transfers of shares of the stock of the
Corporation shall be made only on the books of the Corporation by the registered
holder thereof, or by his attorney thereunto authorized, and on the surrender of
the certificate or certificates for such shares properly endorsed or accompanied
by proper instruments of transfer; provided, however, that such transfer is
                                   --------  -------                       
subject to the transfer restrictions contained in the Certificate of
Incorporation.

          Section 9.4.   Transfer Agent and Registrar; Regulations.  The
                         -----------------------------------------      
Corporation shall, if and whenever the Board shall so determine, maintain one or
more transfer offices or agencies, each in charge of a transfer agent designated
by the Board, where the shares of the capital stock of the Corporation shall be
directly transferable, and also if and whenever the Board shall so determine,
maintain one or more registry offices, each in charge of a registrar designated
by the Board, where such shares of stock shall be registered.  The Board may
make such rules and regulations as it may deem expedient, not inconsistent with
the Certificate of Incorporation or these By-Laws, concerning the issue,
transfer and registration of certificates for shares of the capital stock of the
Corporation.

          Section 9.5.   Lost, Destroyed or Mutilated Certificates.  The Board
                         ---------------------------- ------------            
may direct a new certificate representing shares of stock to be issued in place
of any certificate theretofore issued by the Corporation alleged to have 

                                      -23-
<PAGE>
 
been lost, stolen or destroyed, upon the making of an affidavit of that fact by
the person claiming the certificate of stock to be lost, stolen or destroyed.
When authorizing such issue of a new certificate, the Board may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate, or his legal
representative, to advertise the same in such manner as the Board of Directors
shall require and/or give the Corporation a bond in such sum as the Board may
direct to indemnify the Corporation against any claim that may be made against
the Corporation with respect to the certificate alleged to have been lost,
stolen or destroyed.


                                  ARTICLE 10.

                                     SEAL
                                     ----

          The Board shall adopt and approve a corporate seal, which shall be in
the form of a circle and shall bear the full name of the Corporation, the year
of its incorporation and the words and figures "Corporate Seal, Delaware."  The
seal may be used by causing it or a facsimile thereof to be impressed or affixed
or reproduced or otherwise.


                                  ARTICLE 11.

                                  FISCAL YEAR
                                  -----------

          The fiscal year of the Corporation shall commence on the first day of
January, except as otherwise provided from time to time by resolution of the
Board of Directors.


                                  ARTICLE 12.

                                    NOTICE
                                    ------

          Section 12.1.  Delivery of Notices.  Except as otherwise provided in
                         -------------------                                  
these By-Laws, whenever written notice is required by law, the Certificate of
Incorporation or these By  Laws, to be given to any director, member of a
committee of the Board or stockholder, such notice may be given by mail,
addressed to such director, member of a committee or stockholder, at his address
as it appears on the records of the Corporation, with postage thereon prepaid,
and such notice shall be deemed to be given at the time when the same shall be
deposited in the United States mail.  Written notice may also be given
personally or by facsimile transmission, telegram, telex or cable or other
permissible means.

                                      -24-
<PAGE>
 
          Section 12.2.  Waivers of Notice.  Whenever any notice is required by
                         -----------------                                     
law, the Certificate of Incorporation or these By  Laws, to be given to any
director, member of a committee of the Board or stockholder, a waiver thereof in
writing, signed by the person or persons entitled to said notice, whether before
or after the time stated therein, shall be deemed equivalent thereto.


                                  ARTICLE 13.

                                  AMENDMENTS
                                  ----------

          Section 13.1.  By-Laws.  The Board may adopt, amend or repeal the By-
                         -------                                              
Laws by the affirmative vote of a majority of the Board provided, however, that
Section 2.3 may not be amended or repealed without the affirmative vote of 85%
of the outstanding shares entitled to vote for the election of directors.  No
such amendment may be made unless the By-Laws, as amended, are consistent with
the provisions of the General Corporation Law of the State of Delaware and of
the Certificate of Incorporation.


                                  ARTICLE 14.

                                   DIVIDENDS
                                   ---------

          Dividends upon shares of the capital stock of the Corporation, subject
to the provisions of the Certificate of Incorporation, if any, may be declared
by the Board, only in accordance with these By-Laws and the Certificate of
Incorporation, and may be paid in cash, in property, or in shares of the capital
stock.  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 from
time to time, in its absolute discretion, deems 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 any proper purpose, and the
Board may modify or abolish any such reserve.

                                      -25-