<PAGE>
 
                                                                     EXHIBIT 3.3

                      BYLAWS OF GOLDEN STATE BANCORP INC.
                      -----------------------------------
                             Adopted June 23, 1997
                           As Amended July 22, 1997



                                   ARTICLE I
                                    OFFICES

          SECTION 1. Registered Office. Golden State Bancorp Inc. (hereinafter 
                     -----------------
referred to as the "Corporation") shall at all times maintain a registered
office in the State of Delaware, which, except as otherwise determined by the
Board of Directors of the Corporation (hereinafter referred to as the "Board"),
shall be in the City of Wilmington, County of New Castle.

          SECTION 2. Other Offices. The Corporation may also have offices at 
                     -------------
such other places within or without the State of Delaware as the Board shall 
from time to time designate or the business of the Corporation shall require.

                                  ARTICLE II
                                 Stockholders

          SECTION 1. Place of Meetings. All annual and special meetings of 
                     -----------------
stockholders shall be held at such places within or without the State of 
Delaware as may from time to time be designated by the Board and specified in 
the notice of meeting.

          SECTION 2. Annual Meeting. A meeting of the stockholders of the 
                     --------------
Corporation for the election of directors and for the transaction of any other 
business of the Corporation shall be held annually at 10:00 a.m. on the forth 
Tuesday of October, if not a legal holiday, and if a legal holiday, then on the 
next day following such day which is not a legal holiday, or at such other date 
and time as the Board may determine and specify in the notice of the meeting.

          SECTION 3. Special Meetings. A special meeting of the stockholders may
                     ----------------
be called by the Chairman of the Board of Directors of the Corporation or a 
majority of the Board then in office, and shall be called by the Chairman of the
Board of Directors of the Corporation or by a majority of the Board of Directors
upon the written request of the holders of not less than 10% of the outstanding 
capital stock of the Corporation entitled to vote at a meeting. Business 
transacted at any special meeting of the stockholders shall be confined to the 
purpose or purposes stated in the notice of such meeting.

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        SECTION 4. Conduct of Meetings. Annual and special meetings of the 
                   -------------------
stockholders shall be conducted in accordance with Delaware law unless otherwise
prescribed by the Bylaws. The Chairman of the Board, or in the absence of the 
Chairman of the Board, the highest ranking officer of the Corporation who is 
present, or such other person as the Board shall have designated, shall call to 
order any meeting of the stockholders and act as chairman of the meeting. The 
Secretary of the Corporation, if present at the meeting, shall be the secretary 
of the meeting. In the absence of the Secretary of the Corporation, the 
secretary of the meeting shall be such person as the chairman of the meeting 
shall appoint. The chairman of any meeting of the stockholders, unless otherwise
prescribed by law or regulation or unless the Chairman of the Board has 
otherwise determined, shall determine the order of business and the procedure at
the meeting.

        SECTION 5. Notice of Meetings. Written notice stating the place, day and
                   ------------------
hour of the meeting and the purpose or purposes for which the meeting of the 
stockholders is called shall be delivered not less than ten nor more than sixty 
days before the date of the meeting, either personally or by mail, by or at the 
direction of the Chairman of the Board, the Secretary or the directors 
requesting the meeting, to each stockholder of record entitled to vote at such 
meeting. If mailed, such notice shall be deemed given when deposited in the 
United States mail, postage prepaid, addressed to the stockholder at his or her 
address as it appears on the stock transfer books or records of the Corporation 
as of the record date prescribed in Section 6 of this Article II. When any 
meeting of the stockholders, either annual or special, is adjourned for more 
than thirty days or if, after adjournment, a new record date is fixed for the 
adjourned meeting, notice of the adjourned meeting shall be given as in the case
of an original meeting. It shall not be necessary to give any notice of the time
and place of any other adjourned meeting of the stockholders, other than an 
announcement at the meeting at which such adjournment is taken.

        SECTION 6. Fixing of Record Date. For the purpose of determining 
                   ---------------------
stockholders entitled to notice of or to vote at any meeting of the stockholders
or any adjournment thereof, or stockholders entitled to receive payment of any 
dividend, or in order to make a determination of stockholders for any other 
proper purpose under Delaware law, the Board may fix, in advance, a date as the 
record date for any such determination of stockholders. Such date shall not be 
more than sixty days and not less than ten days before the date of such meeting,
nor more than sixty days prior to any other action.

        SECTION 7. Voting Lists. The Secretary of the Corporation, or other 
                   ------------
officer or agent of the Corporation having charge of the stock transfer books 
for shares of the capital stock of the Corporation, shall prepare and make, at 
least ten days before each meeting of the stockholders, a complete list of the 
stockholders entitled to vote at such meeting, or any adjournment thereof, 
arranged in alphabetical order, with the address of and the number of shares 
held by each stockholder. Such list shall be open to the examination of any 
stockholder, for any purpose germane to the meeting, during ordinary business 
hours, for a period of at least 10 days prior to the meeting as required by 
applicable law. Such list shall also be produced and kept open at the time and 
place of the meeting during the whole time

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thereof and shall be subject to the inspection of any stockholder present at the
meeting. The stock transfer books shall be the only evidence as to who are the 
stockholders entitled to examine the stock transfer books, or to vote in person 
or by proxy at any meeting of stockholders.

        SECTION 8. Quorum. A majority of the outstanding shares of the 
                   ------
Corporation entitled to vote at a meeting of the stockholders, represented in 
person or by proxy, shall constitute a quorum at a meeting. If less than a 
majority of the outstanding shares are represented at a meeting, a majority of 
the shares so represented may adjourn the meeting from time to time without 
further notice. At such adjourned meeting at which a quorum shall be present or 
represented, any business may be transacted which might have been transacted at 
the meeting as originally called. The stockholders present at a duly organized 
meeting may continue to transact business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum.

        SECTION 9. Proxies. At any meeting of the stockholders, every 
                   -------
stockholder having the right to vote shall be entitled to vote in person, or by 
proxy appointed by an instrument in writing and complying with the requirements 
of Delaware law.

        SECTION 10. Voting by the Corporation. Neither treasury shares of its 
                    -------------------------
own capital stock held by the Corporation, nor shares held by another 
corporation, a majority of the shares of which entitled to vote for the election
of directors are held by the Corporation, shall be entitled to vote or be 
counted for quorum purposes at any meeting of the stockholders; provided, 
however, that the Corporation may vote shares of its capital stock held by it, 
or by any such other corporation, if such shares of capital stock are held by 
the Corporation or such other corporation in a fiduciary capacity.

        SECTION 11. New Business. At any meeting of stockholders, only such 
                    ------------
business shall be conducted, and only such proposals shall be acted upon as 
shall have been brought before the meeting (a) by, or at the direction of, the 
majority of the Board of Directors, (b) by the Chairman or (c) by any 
stockholder of the Corporation who complies with the notice procedures set forth
in this Section. For a proposal to be properly brought before the meeting by a 
stockholder, the stockholder must have given timely notice thereof in writing to
the Secretary of the Corporation. To be timely, a stockholder's notice must be 
delivered to, or mailed and received at, the principal executive offices of the 
Corporation not less than five days prior the scheduled annual meeting at which 
the business or proposal is proposed to be presented, regardless of any 
postponements or adjournments of that meeting to a later date.

        The provisions of this Section shall not prevent the consideration and 
approval or disapproval at the stockholders' meeting of reports of officers, 
directors and committees of the Board of Directors, but, in connection with such
reports, no new business shall be acted upon at such meeting unless stated, 
filed and received as herein provided.

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        SECTION 12. Informal Action by Stockholders. Any action required to be 
                    -------------------------------
taken at a meeting of the stockholders, or any other action which may be taken 
at a meeting of stockholders, may be taken without a meeting if consent in 
writing, setting forth the action so taken, shall be signed by all of the 
stockholders entitled to vote with respect to the subject matter of such action.

        SECTION 13. Inspectors of Election. In advance of any meeting of 
                    ----------------------
stockholders, the Board may appoint any persons other than nominees for office 
as inspectors of election to act at such meeting or any adjournment thereof. If 
inspectors of election be not so appointed, or if any persons so appointed 
fail to appear or refuse to act, the presiding officer of any such meeting 
may, and on the request of any stockholder or a stockholder's proxy shall, make 
such appointment at the meeting. The number of inspectors shall be either one or
three. If appointed at a meeting on the request of one or more stockholders or 
proxies, the majority of shares represented in person or by proxy shall 
determine whether one or three inspectors are to be appointed. The duties of 
such inspectors shall include: determining the number of shares of stock and the
voting power of each share, the shares of stock represented at the meeting, the 
existence of a quorum, and the authenticity, validity and effect of the proxies;
receiving votes, ballots or consents; hearing and determining all challenges and
questions in any way arising in connection with the right to vote; counting and
tabulating all votes or consents; determining the result, and such acts as may
be proper to conduct the election or vote with fairness to all stockholders.

                                  ARTICLE III
                              BOARD OF DIRECTORS

        SECTION 1. General Powers. The business and affairs of the Corporation 
                   --------------
shall be managed by or under the direction of the Board. The Board shall 
annually elect a Chairman of the Board and a President, and may elect one or 
more Vice Chairmen from among its members, and shall designate, when present, 
either the Chairman or the President or a Vice Chairman to preside at its 
meetings.

        SECTION 2. Number. The Board shall consist of not less than five nor 
                   ------
more than fifteen members. The exact number of directors has been initially
fixed in the Corporation's Certificate of Incorporation at nine, but may be
changed from time to time by the Board pursuant to resolutions adopted by a
majority of the entire Board.

        SECTION 3. Election of Directors. The Board shall be divided into three
                   ---------------------
classes, as nearly equal in number as possible: the first class, the second 
class and the third class. Each director shall serve for a term ending on the 
third annual meeting following the annual meeting of the stockholders at which 
such director was elected; provided, however, that the directors first elected 
                           --------  -------
to the first class shall serve for a term ending upon the election of directors 
at the annual meeting next following the end of the calendar year 1996, the 
directors first elected to the second class shall serve for a term ending upon 
the election of directors at the second annual meeting next following the end of
the calendar year 1996, and

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the directors first elected to the third class shall serve for a term ending
upon the election of directors at the third annual meeting next following the
end of the calendar year 1996.

        At each annual election commencing at the first annual meeting of the 
stockholders, the successors to the class of directors whose term expires at 
that time shall be elected by the stockholders to hold office for a term of 
three years to succeed those directors whose term expires, so that the term of 
one class of directors shall expire each year, unless, by reason of any 
intervening changes in the authorized number of directors, the Board shall have 
designated one or more directorships whose term then expires as directorships of
another class in order more nearly to achieve equality of number of directors 
among the classes.

        Notwithstanding the requirement that the three classes shall be as 
nearly equal in number of directors as possible, in the event of any change in 
the authorized number of directors, each director then continuing to serve as 
such shall nevertheless continue as a director of the class of which he or she 
is a member until the expiration of his or her current term, or his or her prior
resignation, disqualification, disability or removal. Stockholders shall be 
entitled to cumulate their votes in the election of directors in the manner 
provided in Section 214 of the Delaware General Corporation Law.

        SECTION 4. Nomination of Directors. Nominations of candidates for 
                   -----------------------
election as directors at any meeting of stockholders may be made (i) by, or at 
the direction of, a majority of the Board of Directors, or (ii) by any 
stockholder entitled to vote at such annual meeting. Only persons nominated in 
accordance with procedures set forth in this Section shall be eligible for 
election as directors.

        Nominations, other than those made by, or at the direction of, the Board
of Directors, shall be made pursuant to timely notice in writing to the 
Secretary of the Corporation as set forth in this Section. To be timely, a 
stockholder's notice shall be delivered to, or mailed and received at, the 
principal executive offices of the Corporation not less than five days prior to 
the scheduled date for meeting, regardless of any postponements or adjournments 
of that meeting to a later date. The Board of Directors may reject any 
nomination by a stockholder not timely made in accordance with the requirements 
of this Section.

        SECTION 5. Regular Meetings. Meetings of the Board shall be held at such
                   ----------------
time, and at such places within or without the State of Delaware, as shall be 
fixed by the Board. No call shall be required for regular meetings for which the
time and place has been fixed.

        Members of the Board of Directors may participate in regular meetings by
means of conference telephone or similar communications equipment by which all 
persons participating in the meeting can hear each other.

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     SECTION 6. Special Meetings. Special Meetings of the Board may be called by
                ----------------
or at the request of the Chairman of the Board, the President or a majority of 
the directors. The persons authorized to call special meetings of the Board may 
fix any place as the place for holding any special meeting of the Board called 
by such persons.

     Members of the Board of Directors may participate in special meetings by 
means of conference telephone or similar communications equipment by which all 
persons participating in the meeting can hear each other.

     SECTION 7. Notice. Written notice of any special meeting of the Board
                ------ 
shall be given to each director at least one day prior thereto delivered
personally, by facsimile or by telegram or at least 2 days prior thereto
delivered by a guaranteed overnight delivery service or at least five days prior
thereto delivered by mail at the last address given by the director to the
Corporation for such purpose. Such notice shall be deemed to be delivered when
deposited in the United States mail so addressed, with postage thereon prepaid,
if mailed, when deposited with the delivery service, if sent by guaranteed
overnight delivery, when the facsimile confirmation is received, if sent by
facsimile or when delivered to the telegraph company if sent by telegram. Any
director may waive notice of any meeting by a writing filed with the Secretary.
The attendance of a director at a meeting shall constitute a waiver of notice of
such meeting, except in the event a director attends a meeting for the express
purpose of objecting to the transaction of any business because the meeting is
not lawfully called or convened. Neither the business to be transacted at, nor
the purpose of, any meeting of the Board need be specified in the notice or
waiver of notice of such meeting.

     SECTION 8. Quorum. A majority of the number of directors fixed pursuant to 
                ------ 
Section 2 of this Article III shall constitute a quorum for the transaction of 
business at any meeting of the Board, but if less than such majority is present 
at a meeting, a majority of the directors present may adjourn the meeting from 
time to time. Notice of any adjourned meeting shall be given in the same manner 
as prescribed by Section 6 of this Article III.

     SECTION 9. Manner of Acting. The act of the majority of the directors
                ----------------
present at a meeting at which a quorum is present shall be the act of the Board.

     SECTION 10. Action Without a Meeting. Any action required or permitted to 
                 ------------------------
be taken by the Board at a meeting may be taken without a meeting if a consent
in writing, setting forth the action so taken, shall be signed by all of the
directors.

     SECTION 11. Resignation. Any director may resign at any time by sending a 
                 -----------
written notice of such resignation to the Corporation addressed to the Chairman 
of the Board, the President or the Board. Unless otherwise specified therein, 
such resignation shall take effect upon receipt thereof.

     SECTION 12. Vacancies. Any vacancy occurring in the Board may be filled in 
                 ---------
accordance with the Certificate of Incorporation.
<PAGE>
 
     SECTION 13. Compensation.  Directors, as such, may receive a stated salary
                 ------------
for their services. By resolution of the Board, a reasonable fixed sum, and
reasonable expenses of attendance, if any, may be allowed for actual attendance
at each regular or special meeting of the Board. Members of either standing or
special committees may be allowed such compensation for actual attendance at
committee meetings as the Board may determine. Directors may also, subject to
applicable law, be entitled to receive stock options and benefits under a
retirement plan.

     SECTION 14. Presumption of Assent.  A director of the Corporation who is
                 ---------------------
present at a meeting of the Board at which action is taken shall be presumed to
have assented to the action taken unless his or her dissent or abstention shall
be entered in the minutes of the meeting or unless he or she shall file a
written dissent to such action with the person acting as the secretary of the
meeting before the adjournment thereof or shall forward such dissent by
registered mail to the secretary of the Corporation within five days after the
date a copy of the minutes of the meeting is received. Such right to dissent
shall not apply to a director who voted in favor of such action.

     SECTION 15. Removal.  At a meeting of stockholders called expressly for
                 -------
that purpose, a director may be removed only for cause as determined by the
affirmative vote of the holders of a majority of the shares then entitled to
vote in an election of directors, which vote may only be taken at a meeting of
stockholders called expressly for that purpose. Cause for removal shall be
deemed to exist only if the director whose removal is proposed has been
convicted of a felony by a court of competent jurisdiction or has been adjudged
by a court of competent jurisdiction to be liable for gross negligence or
misconduct in the performance of such director's duty to the Corporation and
such adjudication is no longer subject to direct appeal.

     SECTION 16. Qualifications.  Each director shall at all times be the
                 --------------
beneficial owner of not less than 100 shares of capital stock of the
Corporation. No person of an age 70 years or older shall be eligible for
election, reelection, appointment or reappointment to the board of directors of
the Corporation. No director shall serve as such beyond the annual meeting of
the Corporation immediately following the attainment of age 70.

                                  ARTICLE IV
                        EXECUTIVE AND OTHER COMMITTEES

     SECTION 1.  Appointment.  The Board, by resolution adopted by a majority of
                 -----------
the Board, may designate the Chief Executive Officer and two or more of the
other directors to constitute an Executive Committee. The designation of any
committee pursuant to this Article IV and the delegation of authority thereto
shall not operate to relieve the Board, or any director, of any responsibility
imposed by law or regulation, except to the extent provided by law.


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      SECTION 2.  Authority. The Executive Committee, when the Board is not in 
                  ---------
session, shall have and may exercise all of the authority of the Board except to
the extent, if any, that such authority shall be limited by the resolution 
appointing the Executive Committee, or as otherwise expressly provided by law, 
the Certificate of Incorporation or the Bylaws.

      SECTION 3.  Tenure. Subject to the provisions of Section 8 of this Article
                  ------
IV, each member of the Executive Committee shall hold office until a successor
is designated as a member of the Executive Committee.

      SECTION 4.  Meetings. Regular meetings of the Executive Committee may be 
                  --------
held without notice at such times and places as the Executive Committee may fix 
from time to time. Special meetings of the Executive Committee may be called by 
any member thereof upon not less than one day's notice stating the place, date 
and hour of the meeting, which notice may be written or oral. Any member of the 
Executive Committee may waive notice of any meeting and no notice of any meeting
need by given to any member thereof who attends in person. The notice of a 
meeting of the Executive Committee need not state the business proposed to be 
transacted at the meeting. 

      Regular or special meetings may be held by means of conference telephone 
or similar communications equipment by which all persons participating in the 
meeting can hear each other.

      SECTION 5.  Quorum. A majority of the members of the Executive Committee 
                  ------
shall constitute a quorum for the transaction of business at any meeting 
thereof, and action of the Executive Committee must be authorized by the 
affirmative vote of a majority of the members present at a meeting at which a 
quorum is present.

      SECTION 6.  Action Without a Meeting. Any action required or permitted to 
                  ------------------------
be taken by the Executive Committee at a meeting may be taken without a meeting 
if a consent in writing, setting forth the action so taken, shall be signed by 
all of the members of the Executive Committee.

      SECTION 7.  Vacancies. Any vacancy in the Executive Committee may be 
                  ---------
filled by a resolution adopted by a majority of the Board. 

      SECTION 8.  Resignations and Removal. Any member of the Executive 
                  ------------------------
Committee may be removed at any time with or without cause by resolution adopted
by a majority of the Board. Any member of the Executive Committee may resign 
from the Executive Committee at any time by giving written notice to the 
Chairman of the Board, the President or the Board. Unless otherwise specified 
thereon, such resignation shall take effect upon receipt. The acceptance of such
resignation shall not be necessary to make it effective.

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     SECTION 9.  Procedure.  The Executive Committee shall elect a presiding
                 ---------
officer from its members and may fix its own rules of procedures which shall not
be inconsistent with the Bylaws. It shall keep regular minutes of its
proceedings and report the same to the Board for its information.

     SECTION 10. Other Committees.  The Board may by resolution establish any of
                 ----------------
an audit committee, a nominating committee or such other committees composed of
directors as they may determine to be necessary or appropriate for the conduct
of the business of the Corporation and may prescribe the duties, constitution
and procedures thereof.

                                   ARTICLE V
                                   OFFICERS 

     SECTION 1.  Positions.  The officers of the Corporation shall be a Chairman
                 ---------
of the Board, a Vice Chairman, a Chief Executive Officer, a President, one or
more Vice Presidents, a Secretary and a Treasurer or a Vice President in charge
of financial matters, each of whom shall be elected by the Board. Any number of
such offices may be held by the same person. The Board may designate one or more
Vice Presidents as Executive Vice President, Senior Vice President or such other
designation as the Board may determine. The Board may also elect or authorize
the appointment of such officers as the business of the Corporation may require.
The officers shall have such authority and perform such duties as the Board may
from time to time authorize or determine. In the absence of action by the Board,
the officers shall have such powers and duties as generally pertain to their
respective offices.

     SECTION 2.  Election and Term of Office.  The officers of the Corporation
                 ---------------------------
shall be elected annually at the first meeting of the Board held after each
annual meeting of the stockholders. If the election of officers is not held at
such meeting, such election shall be held as soon thereafter as possible. Each
officer shall hold office until his or her successor shall have been duly
elected and qualified or until his or her death, resignation or removal in the
manner hereinafter provided. Election or appointment of an officer, employee or
agent shall not by itself create any contractual rights. The Board may authorize
the Corporation to enter into an employment contract with an officer, but no
contract shall impair the right of the Board to remove any officer at any time
in accordance with Section 3 of this Article V.

     SECTION 3.  Removal.  Any officer may be removed by the Board whenever in
                 -------
its judgment the best interests of the Corporation will be served thereby, but
such removal, other than for cause, shall be without prejudice to the contract
rights, if any, of the person so removed.

     SECTION 4.  Vacancies.  A vacancy in any office because of death,
                 ---------
resignation, removal, disqualification or otherwise, may be filled by a majority
vote of the Board for the unexpired portion of the term.


                                       9

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      SECTION 5.  Remuneration. The remuneration of the officers shall be fixed 
                  ------------
from time to time by the Board or its delegees.


                                  ARTICLE VI
                     CONTRACTS, LOANS, CHECKS AND DEPOSITS


      SECTION 1.  Contracts. To the extent permitted by applicable law, the 
                  --------- 
Certificate of Incorporation or the Bylaws, the Board may authorize any officer,
employee or agent of the Corporation to enter into any contract or execute and 
deliver any instrument in the name of and on behalf of the Corporation. Such 
authority may be general or confined to specific instances. 

      SECTION 2.  Loans. No loans shall be contracted on behalf of the 
                  -----
Corporation and no evidence of indebtedness shall be issued in its name unless 
authorized by the Board. Such authority may be general or confined to specific 
instances.

      SECTION 3.  Checks, Drafts, Etc. All checks, drafts or other orders for 
                  -------------------
the payment of money, notes or other evidences of indebtedness issued in the 
name of the Corporation shall be signed by one or more officers, employees or 
agents of the Corporation in such manner as shall from time to time be 
determined by the Board.

      SECTION 4.  Deposits. All funds of the Corporation not otherwise employed 
                  --------
shall be deposited from time to time to the credit of the Corporation in any 
duly authorized depositories as the Board may select.


                                  ARTICLE VII
                  CERTIFICATES FOR SHARES AND THEIR TRANSFER


      SECTION 1.  Certificates for Shares. Certificates representing shares of 
                  -----------------------
capital stock of the Corporation shall be in such form as shall be determined by
the Board. Such certificates shall be signed by the Chairman of the Board, the
Chief Executive Officer or any other officer of the Corporation authorized by
the Board, attested by the Secretary or an Assistant Secretary, and sealed with
the corporate seal or a facsimile thereof. The signatures of such officers upon
a certificate may be facsimiles if the certificate is manually signed on behalf
of a transfer agent or a registrar other than the Corporation itself or one of
its employees. Each certificate for shares of capital stock shall be
consecutively numbered or otherwise identified. The name and address of the
person to whom the shares are issued, with the number of shares issued and date
of issue, shall be entered on the stock transfer books of the Corporation. All
certificates surrendered to the Corporation for transfer shall be canceled and
no new certificate shall be issued until the former certificate for a like
number of shares shall have been surrendered and canceled, except that in the
case of a lost, stolen or destroyed certificate, a new certificate may be issued
therefor upon such terms and indemnity to the Corporation as the Board may
prescribe as sufficient to indemnify the Corporation against any claim that may
be made against it on account of such loss, theft or destruction.

                                      10
<PAGE>
 
        SECTION 2. Transfer of Shares. Transfer of shares of capital stock of 
                   ------------------
the Corporation shall be made only on its stock transfer books. Authority for 
such transfer shall be given only by the holder of record thereof or by his or 
her legal representative, who shall furnish proper evidence of such authority, 
or by his or her attorney thereunto duly authorized by power of attorney duly 
executed and filed with the Corporation. Such transfer shall be made only on 
surrender for cancellation of the certificate for such shares. The person in 
whose name shares of capital stock stand on the books of the Corporation shall 
be deemed by the Corporation to be the owner thereof for all purposes.

                                 ARTICLE VIII
                           FISCAL YEAR, ANNUAL AUDIT

        The fiscal year of the Corporation shall end on the 30th day of June of 
each year. The Corporation shall be subject to an annual audit as of the end of 
its fiscal year by independent accountants appointed by and responsible to the 
Board. The appointment of such accountants shall be subject to annual 
ratification by the stockholders.

                                  ARTICLE IX
                                   DIVIDENDS

        Subject to applicable law, the Certificate of Incorporation or the 
Bylaws, the Board may, from time to time, declare and the Corporation may pay, 
dividends on the outstanding shares of capital stock of the Corporation. 

                                   ARTICLE X
                                CORPORATE SEAL

        The corporate seal of the Corporation shall be in such form as the Board
shall prescribe.

                                  ARTICLE XI
                                  AMENDMENTS

        Bylaws may be adopted, amended or repealed by the vote of two thirds of 
the outstanding stock of the Corporation entitled to vote thereon or by a 
resolution adopted by a majority of the directors then in office.

                                  ARTICLE XII
                                INDEMNIFICATION

        SECTION 1. Actions, Suits or Proceedings Other than by or in the Right 
                   -----------------------------------------------------------
of the Corporation. The Corporation shall indemnify any person who was or is a 
------------------
party or is threatened to be made a party to any threatened, pending or 
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or

                                      11
<PAGE>
 
in the right of the Corporation) by reason of the fact that he or she is or was
or has agreed to become a director or officer of the Corporation, or is or was
serving or has agreed to serve at the request of the Corporation as a director
or officer of another corporation, partnership, limited liability company,
limited liability partnership, joint venture, trust or other enterprise, or by
reason of any action alleged to have been taken or omitted in such capacity,
against costs, charges, expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him or her or
on his or her behalf in connection with such action, suit or proceeding and any
appeal therefrom, if he or she acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
               ---------------
presumption that the person did not act in good faith and in a manner which he
or she reasonably believed to be within the scope of his or her authority and
in, or not opposed to the best interests of the Corporation, or, with respect to
any criminal action or proceeding, had reasonable cause to believe that his or
her conduct was unlawful.

      SECTION 2.  Actions or Suits by or in the Right of the Corporation. The 
                  ------------------------------------------------------
Corporation shall indemnify any person who was or is a party or is threatened 
to be made a party to any threatened, pending or completed action or suit by or 
in the right of the Corporation to procure a judgment in its favor by reason of 
the fact that he or she is or was or has agreed to become a director or officer 
of the Corporation, or is or was serving or has agreed to serve at the request 
of the Corporation as a director or officer of another corporation, partnership,
limited liability company, limited liability partnership, joint venture, trust 
or other enterprise, or by reason of any action alleged to have been taken or 
omitted in such capacity, against costs, charges and expenses (including 
attorneys' fees) actually and reasonably incurred by him or her or on his or her
behalf in connection with the defense or settlement of such action or suit and
any appeal therefrom, if he or she acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interest of the
Corporation except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable for gross negligence or misconduct in the performance of his or her duty
to the Corporation unless and only to the extent that the Court of Chancery of
Delaware or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of such liability but in view of
all the circumstances of the case, such person is fairly and reasonably entitled
to indemnity for such costs, charges and expenses which the Court of Chancery or
such other court shall deem proper.

      SECTION 3.  Indemnification for Costs, Charges and Expenses of Successful 
                  -------------------------------------------------------------
Party. Notwithstanding the other provisions of this Article XII, to the extent 
-----
that a director or officer has been successful, on the merits or otherwise, 
including, without limitation, the dismissal of an action without prejudice, in 
defense of any action, suit or proceeding referred to in Sections 1 and 2 of
this Article XII, or in defense of any claim, issue or matter therein,

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<PAGE>
 
he or she shall be indemnified against all costs, charges and expenses 
(including attorneys' fees) actually and reasonably incurred by him or her or on
his or her behalf in connection therewith.

          SECTION 4.  Determination of Right to Indemnification. Any 
                      -----------------------------------------
indemnification under Sections 1 and 2 of this Article XII (unless ordered by a
court) shall be paid by the Corporation unless a determination is made by (i)
the board of directors by a majority vote of the directors who were not parties
to such action, suit or proceeding, or if such majority of disinterested
directors so directs, (ii) by independent legal counsel in a written opinion, or
(iii) by the stockholders, that indemnification of the director or officer is
not proper in the circumstances because he or she has not met the applicable
standard of conduct set forth in Sections 1 and 2 of this Article XII.

           SECTION 5.  Advance of Costs, Charges and Expenses. Costs, charges 
                       --------------------------------------
and expenses (including attorneys' fees) incurred by a person referred to in
Sections 1 or 2 of this Article XII in defending a civil or criminal action,
suit or proceeding shall be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding; provided, however, that the
                                                --------  -------
payment of such costs, charges and expenses incurred by a director or officer in
his or her capacity as a director or officer (and not in any other capacity in
which service was or is rendered by such person while a director or officer) in
advance of the final disposition of such action, suit or proceeding shall be
made only upon receipt of an undertaking by or on behalf of the director or
officer to repay all amounts so advanced in the event that it shall ultimately
be determined that such director or officer is not entitled to be indemnified by
the Corporation as authorized in this Article XII. Such costs, charges and
expenses incurred by other employees and agents may be so paid upon such terms
and conditions, if any, as the majority of the directors deems appropriate. The
majority of the directors may, in the manner set forth above, and upon approval
of such director or officer of the Corporation, authorize the Corporation's
counsel to represent such person, in any action, suit or proceeding, whether or
not the Corporation is a party to such action, suit or proceeding.

           SECTION 6.  Procedure for Indemnification. Any indemnification under 
                       -----------------------------
Sections 1, 2 and 3, or advance of costs, charges and expenses under Section 5
of this Article XII shall be made promptly, and in any event within 60 days,
upon the written request of the director or officer. The right to
indemnification or advances as granted by this Article XII shall be enforceable
by the director or officer in any court of competent jurisdiction, if the
Corporation denies such request, in whole or in part, or if no disposition
thereof is made within 60 days. Such person's costs and expenses incurred in
connection with successfully establishing his or her right to indemnification,
in whole or in part, in any such action shall also be indemnified by the
Corporation. It shall be a defense to any such action (other than an action
brought to enforce a claim for the advance of costs, charges and expenses under
Section 5 of this Article XII where the required undertaking, if any, has been
received by the Corporation) that the claimant has not met the standard of
conduct set forth in Sections 1 or 2 or this Article XII, but the burden of
proving such defense shall be on the Corporation.

                                      13
<PAGE>
 
Neither the failure of the Corporation (including its board of directors, its 
independent legal counsel and its stockholders) to have made a determination 
prior to the commencement of such action that indemnification of the claimant is
proper in the circumstances because he or she has met the applicable standard of
conduct set forth in Sections 1 or 2 of this Article XII, nor the fact that
there has been an actual determination by the Corporation (including its board
of directors, its independent legal counsel and its stockholders) that the
claimant has not met such applicable standard of conduct, shall be a defense to
the action or create a presumption that the claimant has not met the applicable
standard of conduct.

      SECTION 7.  Settlement. The Corporation shall not be obligated to 
                  ----------
reimburse the costs of any settlement to which it has not agreed. If in any 
action, suit or proceeding, including any appeal, within the scope of Sections 1
or 2 of this Article XII, the person to be indemnified shall have unreasonably
failed to enter into a settlement thereof, then, notwithstanding any other 
provision hereof, the indemnification obligation of the Corporation to such 
person in connection with such action, suit or proceeding shall not exceed the 
total of the amount at which settlement could have been made and the expenses 
incurred by such person prior to the time such settlement could reasonably have 
been effected.

      SECTION 8.  Subsequent Amendment. No amendment, termination or repeal of 
                  --------------------
this Article XII or of relevant provisions of the Delaware General Corporation 
Law or any other applicable laws shall affect or impair in any way the rights of
any director or officer of the Corporation to indemnification under the 
provisions hereof with respect to any action, suit or proceeding arising out of,
or relating to, any actions, transactions or facts occurring prior to the final 
adoption of such amendment, termination or appeal.

      SECTION 9.  Other Rights; Continuation of Right to Indemnification. The 
                  ------------------------------------------------------
indemnification provided by this Article XII shall not be deemed exclusive of 
any other rights to which a director, officer, employee or agent seeking 
indemnification may be entitled under any law (common or statutory), agreement, 
vote of stockholders or disinterested directors or otherwise, both as to 
action in his or her official capacity and as to action in another capacity
while holding office or while employed by or acting as agent for the
Corporation, and shall continue as to a person who has ceased to be a director,
officer, employee or agent, and shall inure to the benefit of the estate, heirs,
executors and administrators of such person. Nothing contained in this Article
XII shall be deemed to prohibit, and the Corporation is specifically authorized
to enter into, agreements with officers and directors providing indemnification
rights and procedures different from those set forth herein. All rights to
indemnification under this Article XII shall be deemed to be a contract between
the Corporation and each director or officer of the Corporation who serves or
served in such capacity at any time while this Article XII is in effect. Any
repeal or modification of this Article XII or any repeal or modification of
relevant provisions of the Delaware General Corporation Law or any other
applicable laws shall not in any way diminish any rights to indemnification of a
director, officer, employee or agent or the obligations of the Corporation
arising hereunder. This Article XII shall be binding upon any successor
Corporation to this Corporation, whether by way of acquisition, merger,
consolidation or otherwise.

                                      14
<PAGE>
 
     SECTION 10. Insurance. The Corporation shall purchase and maintain 
                 ---------
insurance on behalf of any person who is or was or has agreed to become a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, limited liability company, limited liability
partnership, joint venture, trust or other enterprise against any liability
asserted against him or her and incurred by him or her or on his or her behalf
in any such capacity, or arising out of his or her status as such, whether or
not the Corporation would have the power to indemnify him or her against such
liability under the provisions of this Article XII; provided, that such
                                                    --------
insurance is available on acceptable terms, which determination shall be made by
a vote of a majority of the directors.

     SECTION 11. Savings Clause. If this Article XII or any portion hereof shall
                 ---------------
be invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each director or officer of the
Corporation as to costs, charges and expenses (including attorneys' fees),
judgments, fine and amounts paid in settlement with respect to any action, suit
or proceeding, whether civil, criminal, administrative or investigative,
including an action by or in the right of the Corporation, to the full extent
permitted by any applicable portion of this Article XII that shall not have been
invalidated and to the full extent permitted by applicable law.

     SECTION 12. Subsequent Legislation. If the Delaware General Corporation Law
                 ----------------------
is amended after approval by the stockholders of this Article to further expand
the indemnification permitted to directors and officers of the Corporation, then
the corporation shall indemnify such persons to the fullest extent permitted by
the Delaware General Corporation Law, as so amended.

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