<PAGE>   1
                                                                     EXHIBIT 3.2




                              AMENDED AND RESTATED
                                     BY-LAWS
                                       OF
                               BEST PROGRAMS, INC.


                               ARTICLE 1 - OFFICES

The office of the Corporation shall be located in the City and State designated
in the Articles of Incorporation. The Corporation may also maintain offices at
such other places within or without the United States as the Board of Directors
may, from time to time, determine.


                      ARTICLE II - MEETING OF SHAREHOLDERS

Section 1 - Annual Meetings:

The annual meeting of the shareholders of the Corporation shall be held at such
time during each year as may be specified by the Board of Directors. Such
meeting shall be held for the purpose of electing directors and transacting such
other business as may properly come before it.

Section 2 - Special Meetings:

Special meetings of the shareholders may be called in accordance with the
provisions of the Virginia Stock Corporation Act, as amended.

Section 3 - Place of Meetings:

All meetings of shareholders shall be held at the principal office of the
Corporation, or at such other places as shall be designated in the notices or
waivers of notice of such meetings.

Section 4 - Notice of Meetings:

(a) Written notice of each meeting of shareholders, whether annual or special,
shall be served and shall contain such information as is required pursuant to
the Virginia Stock Corporation Act, as amended.

(b) Notice of any meeting need not be given to any person who may become a
shareholder of record after the mailing of such notice and prior to the meeting,
or to any shareholder who attends such meeting, in person or by proxy, or to any
shareholder who, in person or by proxy, submits a signed waiver of notice either



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before or after such meeting. Notice of any adjourned meeting of shareholders
need not be given, unless otherwise required by statute.

(c) Except as otherwise provided bylaw, at any annual or special meeting of
shareholders only such business shall be conducted a shall have been properly
brought before the meeting. In order to be properly brought before the meeting,
such business must have been either (A) specified in the written notice of the
meeting (or any supplement thereto) given to shareholders of record on the
record date for such meeting by or at the direction of the Board of Directors,
(B) brought before the meeting at the direction of the Board of Directors or the
chairman of the meeting or (C) specified in a written notice given by or on
behalf of a shareholder of record on the record date for such meeting entitled
to vote thereat or a duly authorized proxy for such shareholder, in accordance
with all of the following requirements. A notice referred to in clause (C)
hereof must be delivered personally to or mailed to and received at the
principal executive office of the corporation, addressed to the attention of the
Secretary, not more than ten (10) days after the date of the initial notice
referred to in clause (A) hereof, in the case of business to be brought before a
special meeting of shareholders, and not less than thirty (30) days prior to the
first anniversary date of the initial notice referred to in clause (A) hereof to
the previous year's annual meeting, in the case of business to be brought before
an annual meeting of shareholders, provided, however, that such notice shall not
be required to be given more than sixty (60) days prior to an annual meeting of
shareholders. Such notice referred to in clause (C) hereof shall set forth (i) a
full description of each such item of business proposed to be brought before the
meeting, (ii) the name and address of the person proposing to bring such
business before the meeting, (iii) the class and number of shares held of
record, held beneficially and represented by proxy by such person as of the
record date for the meeting (if such date has been made publicly available) and
as of the date of such notice, (iv), if any item of such business involves
nomination for director, all information regarding each such nominee that would
be required to be set forth in a definitive proxy statement filed with the
Securities Exchange Commission pursuant to Section 14 of the Securities Act of
1934, as amended, or any successor thereto, and the written consent of each such
nominee to serve if elected, and (v) all other information that would be
required to be filed with the Securities and Exchange Commission if, with
respect to the business proposed to be brought before the meeting, the person
proposed such business was a participant in a solicitation subject to Section 14
of the Securities Exchange Act of 1934, as amended, or any successor thereto. No
business shall




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be brought before any meeting of shareholders of the Corporation otherwise than
as provided in this paragraph.

        Notwithstanding the foregoing provisions, the Board of Directors shall
be obligated to include information as to any nominee for director in any proxy
statement or other communication sent to shareholders.

        The chairman of the meeting may, if the facts warrant, determine and
declare to the meeting that any proposed item of business was not brought before
the meeting in accordance with the foregoing procedure and, if he should so
determine, he shall so declare to the meeting and the effective item of business
shall be disregarded.

Section 5 - Quorum:

(a) Except as otherwise provided herein, or by statute, or in the Articles of
Incorporation (such Articles and any amendments thereof being hereinafter
collectively referred to as the "Articles of Incorporation"), at all meetings of
shareholders holding of record a majority of the total number of shares of the
Corporation then issued and outstanding and entitled to vote, shall be necessary
and sufficient to constitute a quorum for the transaction of any business. The
withdrawal of any shareholder after the commencement of a meeting shall have no
effect on the existence of a quorum, after a quorum has been established at such
meeting. Shares represented by executed proxies received by the Corporation will
be counted for purposes of establishing a quorum at any meeting of shareholders,
regardless of how or whether such shares are voted on any specific proposal.

(b) Despite the absence of a quorum at any annual or special meeting of
shareholders, the shareholders, by a majority of the votes cast by the holders
of shares entitled to vote thereon, may adjourn the meeting. At any such
adjourned meeting at which a quorum is present, any business may be transacted
which might have been transacted at the meeting as originally called if a quorum
has been present.

Section 6 - Voting:

(a) Except as otherwise provided by subsection (e) of this Section 6, by statute
or by the Articles of Incorporation, any corporate action, other than the
election of directors to be taken by vote of the shareholders, shall be
authorized by a majority of votes cast at a meeting of shareholders by the
holders of shares entitled to vote thereon.




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(b) Except as otherwise provided by statute or by the Articles of Incorporation,
at each meeting of shareholders, each holder of record of shares of the
Corporation entitled to vote thereat, shall be entitled to one vote for each
share registered in his name on the books of the Corporation.

(c) Each shareholder entitled to vote or to express consent or dissent without a
meeting, may do so by proxy; provided, however, that the instrument authorizing
such proxy to act shall have been executed in writing by the shareholder himself
or by his attorney-in-fact thereunto duly authorized in writing. No proxy shall
be valid after the expiration of eleven months from the date of its execution,
unless the persons executing it shall have specified therein the length of time
it is to continue in force. Such instrument shall be exhibited to the Secretary
at the meeting and shall be filed with the records of the Corporation. In any
proxy, abstentions will be treated as votes cast or shares present and
represented, while votes withheld by nominee recordholders who did not receive
specific instructions from the beneficial owners of such shares will not be
treated as votes cast or as shares present or represented.

(d) Any resolution in writing, signed by all of the shareholders entitled to
vote thereon, shall be and constitute action by such shareholders to the effect
as if the same had been duly passed by unanimous vote at a duly called meeting
of shareholders and such resolution so signed shall be inserted in the Minute
Book of the Corporation under its proper date.


                        ARTICLE III - BOARD OF DIRECTORS

Section 1 - Number. Election and Term of office:

(a) The number of the directors of the Corporation shall consist of not less
than three nor more than eight. The exact number of directors within the minimum
and maximum limitations specified in the preceding sentence shall be fixed from
time to time by the Board of Directors pursuant to a resolution adopted by a
majority of the entire Board.

(b) The Board of Directors shall be and is divided into three classes: Class I,
Class II and Class III. No one class shall have more than one director more than
any other class. If a fraction is contained in the quotient arrived at by
dividing the authorized number of directors by three, then if such fraction is
one-third, the extra director shall be a member of Class III and, if such
fraction is two-thirds, one of the extra directors shall be a member of Class II
and the other extra director shall be a



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member of Class III, unless otherwise provided for from time to time by
resolution adopted by a majority of the Board of Directors.

(c) Each director shall serve for a term ending on the date of the third annual
meeting following the annual meeting at which such director was elected;
provided, however, that each initial director in Class I shall serve for a term
ending on the date of the annual meeting next following the end of the
Corporation's fiscal year ending March 31, 1993; each initial director in Class
II shall serve for a term ending on the date of the annual meeting next
following the end of the Corporation's fiscal year ending March 31, 1994; and
each initial director in Class III shall serve for a term ending on the date of
the annual meeting next following the end of the Corporation's fiscal year
ending March 31, 1995.

(d) In the event of any increase or decrease in the authorized number of
directors, (i) each director then serving as such shall nevertheless continue as
a director of the class of which he is a member until the expiration of his
current term or his prior death, retirement or resignation and (ii) the newly
created or eliminated directorships resulting from such increase or decrease
shall be apportioned by the Board of Directors among the three classes of
directors so as to ensure that no one class has more than one director more than
any other class. To the extent possible, consistent with the foregoing rule, any
newly created directorships shall be added to those classes whose terms of
office are to expire at the latest dates following such allocation, and any
newly eliminated directorships shall be subtracted from those classes whose
terms of office are to expire at the earliest dates following such allocation,
unless otherwise provided for from time to time by resolution adopted by a
majority of the directors then in office, although less than a quorum.

(e) Notwithstanding any provisions to the contrary contained herein, each
director shall hold office until his successor is elected and qualified, or
until his earlier death, resignation or removal.

(f) Except as may otherwise be provided herein or in the Articles of
Incorporation, the members of the Board of Directors of the Corporation, who
need not be shareholders, shall be elected by a majority of the votes cast at a
meeting of shareholders, by the holders of shares entitled to vote.




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Section 2 - Duties and Powers:

The Board of Directors shall be responsible for the control and management of
the affairs, property and interests of the Corporation, and may exercise all
powers of the Corporation, except as are in the Articles of Incorporation or by
statute expressly conferred upon or reserved to the shareholders.

Section 3 - Annual and Regular Meetings; Notice:

(a) A regular annual meeting of the Board of Directors shall be held immediately
following the annual meeting of the shareholders, at the place of such annual
meeting of shareholders.

(b) The Board of Directors, from time to time, may provide by resolution for the
holding of other regular meetings of the Board of Directors, and may fix the
time and place thereof.

(c) Notice of any regular meeting of the Board of Directors shall not be
required to be given and, if given, need not specify the purpose of the meeting;
provided, however, that in case the Board of Directors shall fix or change the
time or place of any regular meeting, notice of such action shall be given to
each director who shall not have been present at the meeting at which such
action was taken within the time limited, and in the manner set forth in
paragraph (b) of Section 4 of this Article III, with respect to special
meetings, unless such notice shall be waived in the manner set forth in
paragraph (c) of such Section 4.

Section 4 - Special Meetings; Notice:

(a) Special Meetings of the Board of Directors shall be held whenever called by
the President or by one of the directors, at such time and place as may be
specified in the respective notices or waivers of notice thereof.

(b) Notice of special meetings shall be mailed directly to each director,
addressed to him at his residence or usual place of business, at least two (2)
days before the day on which the meeting is to be held, or shall be sent to him
at such place by telegram, radio or cable, or shall be delivered to him
personally or given to him orally, not later than the day before the day on
which the meeting is to be held. A notice, or waiver of notice, except as
required by Section 8 of this Article III, need not specify the purpose of the
meeting.

(c) Notice of any special meeting shall not be required to be given to any
director who shall attend such meeting without protesting prior thereto or at
its commencement, the lack of



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notice to him, or who submits a signed waiver of notice, whether before or after
the meeting. Notice of any adjourned meeting shall not be required to be given.

Section 5 - Chairman:

At all meetings of the Board of Directors, the Chairman of the Board, if any and
if present, shall preside. If there shall be no Chairman, or he shall be absent,
then the President shall preside, and in his absence, a Chairman chosen by the
Directors shall preside.

Section 6 - Quorum and Adjournments:

(a) At all meetings of the Board of Directors, the presence of a majority of the
entire Board shall be necessary and sufficient to constitute a quorum for the
transaction of business, except as otherwise provided by law, by the Articles of
Incorporation, or by these By-Laws.

(b) A majority of the directors present at the time and place of any regular or
special meeting, although less than a quorum, may adjourn the same from time to
time without notice, until a quorum shall be present.

Section 7 - Manner of Acting:

(a) At all meetings of the Board of Directors, each director present shall have
one vote, irrespective of the number of shares of stock, if any, which he may
hold.

(b) Except as otherwise provided by statute, by the Articles of Incorporation,
or by these By-Laws, the action of a majority of the directors present at any
meeting at which a quorum is present shall be the act of the Board of Directors.
Any action authorized, in writing, by all of the directors entitled to vote
thereon and filed with the minutes of the corporation shall be the act of the
Board of Directors with the same force and effect as if the same had been passed
by unanimous vote at a duly called meeting of the Board.

Section 8 - Vacancies:

Any vacancy in the Board of Directors occurring by reason of an increase in the
number of directors, or by reason of the death, resignation, disqualification,
removal (unless a vacancy created by the removal of a director by the
shareholders shall be filled by the shareholders at the meeting at which the
removal was effected) or inability to act of any director, or otherwise, shall



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be filled for a term expiring at the Annual Meeting of Shareholders at which the
term of the class to which they have been elected expires by a majority vote of
the remaining directors, though less than a quorum, at any regular meeting or
special meeting of the Board of Directors called for that purpose.

Section 9 - Resignation:

Any director may resign at any time by giving written notice to the Board of
Directors, the President or the Secretary of the Corporation. Unless otherwise
specified in such written notice, such resignation shall take effect upon
receipt thereof by the Board of Directors or such officer, and the acceptance of
such resignation shall not be necessary to make it effective.

Section 10 - Removal:

Any director may be removed with cause at any time by the shareholders, at a
special meeting of the shareholders called for that purpose, by vote of the
holders of over two-thirds of the shares outstanding and entitled to vote
thereon.

Section 11 - Salary:

No stated salary shall be paid to directors, as such, for their services, but by
resolution of the Board of Directors a fixed sum and expenses of attendance, if
any, may be allowed for attendance at each regular or special meeting of the
Board; provided, however, that nothing herein contained shall be construed to
preclude any director, from serving the Corporation in any other capacity and
receiving compensation therefor.

Section 12 - Contracts:

(a) No contract or other transaction between this Corporation and any other
Corporation shall be impaired, affected or invalidated, nor shall any director
be liable in any way by reason of the fact that any one or more of the directors
of this Corporation is or are interested in, or is a director or officer, or are
directors or officers of such other Corporation, provided that such facts are
disclosed or made known to the Board of Directors.

(b) Any director, personally and individually, may be a party to or may be
interested in any contract or transaction of this Corporation, and no director
shall be liable in any way by reason of such interest, provided that the fact of
such interest be disclosed or made known to the Board of Directors, and provided
that the Board of Directors shall authorize, approve or ratify such contract or
transaction by the vote (not counting the vote of



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any such director) of a majority of a quorum, not withstanding the presence of
any such director at the meeting at which such action is taken. Such director or
directors may be counted in determining the presence of a quorum at such
meeting. This Section shall not be construed to impair or invalidate or in any
way affect any contract or other transaction which would otherwise be valid
under the law (common, statutory or otherwise) applicable thereto.

Section 13 - Committees:

The Board of Directors, by resolution adopted by a majority of the entire Board,
may from time to time designate from among its members an executive committee
and such other committees, and alternate members thereof, as they deem
desirable, each consisting of three or more members, with such powers and
authority (to the extent permitted by law) as may be provided in such
resolution. Each such committee shall serve at the pleasure of the Board.

Section 14 - Indemnification and Exculpation:

(a) In this Section:

         "applicant" means the person seeking indemnification pursuant to this
Section.

         "expenses" includes counsel fees.

         "liability" means the obligation to pay a judgment, settlement,
penalty, fine, including any excise tax assessed with respect to an employee
benefit plan, or reasonable expenses incurred with respect to a proceeding.

         "party" includes an individual who was, is, or is threatened to be made
a named defendant or respondent in a proceeding.

         "proceeding" means any threatened, pending, or completed action, suit,
or proceeding, whether civil, criminal, administrative or investigative and
whether formal or informal.

(b) In any proceeding brought by or in the right of the Corporation or brought
by or on behalf of shareholders of the Corporation, no director or officer of
the Corporation shall be liable to the Corporation or its shareholders for
monetary damages with respect to any transaction, occurrence or course of
conduct, except for liability resulting from such person's having engaged in
willful misconduct or a knowing violation of the criminal law or any federal or
state securities law.




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(c) The Corporation shall indemnify (1) any person who was or is a party to any
proceeding, including a proceeding brought by a shareholder in the right of the
Corporation or brought by or on behalf of shareholders of the Corporation, by
reason of the fact that he is or was a director, or officer, employee or agent
of the Corporation, or (2) any director or officer who is or was serving at the
request of the Corporation as a director, trustee, partner employee, agent or
officer of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, against any liability incurred by him in
connection with such proceeding unless he engaged in willful misconduct or a
knowing violation of the criminal law. A person is considered to be serving an
employee benefit plan at the Corporation's request if his duties to the
Corporation also impose duties on, or otherwise involve services by, him to the
plan or to participants in or beneficiaries of the plan. The Board of Directors
is hereby empowered, by a majority vote of a quorum of disinterested directors,
to enter into a contract to indemnify any director or officer in respect of any
proceedings arising from any act or omission, whether occurring before or after
the execution of such contract.

(d) The provisions of this Section shall be applicable to all proceedings
commenced after the adoption hereof by the shareholders of the Corporation,
arising from any act or omission, whether occurring before or after such
adoption. No amendment or repeal of this Section shall have any effect on the
rights provided under this Section with respect to any act or omission occurring
prior to such amendment or repeal. The Corporation shall promptly take all such
actions, and make all such determinations, as shall be necessary or appropriate
to comply with its obligation to make any indemnity under this Section and shall
promptly pay or reimburse all reasonable expenses, including attorneys' fees,
incurred by any such director, officer, employee or agent in connection with
such actions and determinations or proceedings of any kind arising therefrom.

(e) The termination of any 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 applicant did not meet the standard of
conduct described in subsection (b) or (c) of this Section.

(f) Any indemnification under subsection (c) of this Section (unless ordered by
a court) shall be made by the Corporation only as authorized in the specific
case upon a determination that indemnification of the applicant is permissible
in the circumstances because he has met the applicable standard of conduct set
forth in subsection (c).



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         The determination shall be made:

         (1) By the Board of Directors by a majority vote of a quorum consisting
of directors not at the time parties to the proceeding;

         (2) If a quorum cannot be obtained under subsection (1) of this
subsection (f), by majority vote of a committee duly designated by the Board of
Directors (in which designation directors who are parties may participate),
consisting solely of two or more directors not at the time parties to the
proceeding;

         (3) By special legal counsel:

                  (i) Selected by the Board of Directors or its committee in the
manner prescribed in subsection (1) or (2) of this subsection (f); or

                  (ii) If a quorum of the Board of Directors cannot be obtained
under subsection (1) of this subsection (f) and a committee cannot be designated
under subsection (2) of this subsection (f), selected by majority vote of the
full Board of Directors, in which selection directors who are parties may
participate; or

                  (4) By the shareholders, but shares owned by or voted under
         the control of Directors who are at the time parties to the proceeding
         may not be voted on the determination.

                  Any evaluation as to reasonableness of expenses shall be made
         in the same manner as the determination that indemnification is
         appropriate, except that if the determination is made by special legal
         counsel, such evaluation as to reasonableness of expenses shall be made
         by those entitled under subsection (3) of this subsection (f) to select
         counsel.

                  Notwithstanding the foregoing, in the event there has been a
         change in the composition of a majority of the Board of Directors after
         the date of the alleged act or omission with respect to which
         indemnification is claimed, any determination as to indemnification and
         advancement of expenses with respect to any claim for indemnification
         made pursuant to this Section shall be made by special legal counsel
         agreed upon by the Board of Directors and the applicant. If the Board
         of Directors and the applicant are unable to agree upon such special
         legal counsel the Board of Directors and the applicant each shall
         select a nominee, and the nominees shall select such special legal
         counsel.



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(g) (1) The Corporation shall pay for or reimburse the reasonable expenses
incurred by any applicant who is a party to a proceeding in advance of final
disposition of the proceeding or the making of any determination under
subsection (c) if the applicant furnishes the Corporation:

                  (i) a written statement of his good faith belief that he has
met the standard of conduct described in subsection (c); and

                  (ii) a written undertaking, executed personally or on his
behalf, to repay the advance if it is ultimately determined that he did not meet
such standard of conduct.

         (2) The undertaking required by paragraph (ii) of subsection (1) of
this subsection (g) shall be an unlimited general obligation of the applicant
but need not be secured and may be accepted without reference to financial
ability to make repayment.

         (3) Authorizations of payments under this subsection (g) shall be made
by the persons specified in subsection (f) upon a determination that the facts
then known to those making the determination would not preclude indemnification
under this Article.

(h) The Corporation may purchase and maintain insurance to indemnify it against
the whole or any portion of the liability assumed by it in accordance with this
Section and may also procure insurance, in such amounts as the Board of
Directors may determine, on behalf of any person who is or was 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, joint venture, trust, employee benefit plan or other
enterprise, against any liability asserted against or incurred by him in any
such capacity or arising from his status as such, whether or not the Corporation
would have power to indemnify him against such liability under the provisions of
this Section.

(i) Every reference herein to directors, officers, employees or agents shall
include former directors, officers, employees and agent and their respective
heirs, executors and administrators. The indemnification hereby provided and
provided hereafter pursuant to the power hereby conferred by this Section on the
Board of Directors shall not be exclusive of any other rights to which any
person may be entitled, including any right under policies of insurance that may
be purchased and maintained by the



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Corporation or others, with respect to claims, issues or matters in relation to
which the Corporation would not have the power to indemnify such person under
the provisions of this Section. Such rights shall not prevent or restrict the
power of the Corporation to make or provide for any further indemnity, or
provisions for determining entitlement to indemnity, pursuant to one or more
indemnification agreements, bylaws, or other arrangements (including, without
limitation, creation of trust funds or security interests funded by letters of
credit or other means) approved by the Board of Directors (whether or not any of
the directors of the Corporation shall be a party to or beneficiary of any such
agreements, bylaws or arrangements); provided, however, that any provision of
such agreements, bylaws or other arrangements shall not be effective if and to
the extent that it is determined to be contrary to this Section, the
Corporation's Articles of Incorporation or applicable laws of the Commonwealth
of Virginia.

(j) Each provision of this Section shall be severable, and an adverse
determination as to any such provision shall in no way affect the validity of
any other provision.

                             ARTICLE IV - OFFICERS

Section 1 - Number, Qualifications, Election and Term of Office:

(a) The officers of the Corporation shall consist of a President, a Secretary, a
Treasurer, and such other officers, including a Chairman of the Board of
Directors, and one or more Vice Presidents, as the Board of Directors may from
time to time deem advisable. Any officer other than the Chairman of the Board of
Directors may be, but is not required to be, a director of the Corporation. Any
two or more offices may be held by the same person, except the offices of
President and Secretary.

(b) The officers of the Corporation shall be elected by the Board of Directors
at the regular annual meeting of the Board following the annual meeting of
shareholders.

(c) Each officer shall hold office until the annual meeting of the Board of
Directors next succeeding his election, and until his successor shall have been
elected and qualified, or until his death, resignation or removal.

Section 2 - Resignation:

Any officer may resign at any time by giving written notice of such resignation
to the Board of Directors, or to the President or



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the Secretary of the Corporation. Unless otherwise specified in such written
notice, such resignation shall take effect upon receipt thereof by the Board of
Directors or by such officer, and the acceptance of such resignation shall not
be necessary to make it effective.

Section 3 - Removal:

Any officer may be removed, either with or without cause, and a successor
elected by the Board at any time.

Section 4 - Vacancies:

A vacancy in any office by reason of death, resignation, inability to act,
disqualification, or any other cause, may at any time be filled for the
unexpired portion of the term by the Board of Directors.

Section 5 - Duties of Officers:

Officers of the Corporation shall, unless otherwise provided by the Board of
Directors, each have such powers and duties as generally pertain to their
respective offices as well as such powers and duties as may be set forth in
these By-Laws, or may from time to time be specifically conferred or imposed by
the Board of Directors. The President shall be the Chief Executive Officer of
the Corporation.

Section 6 - Sureties and Bonds:

In case the Board of Directors shall so require, any officer, employee or agent
of the Corporation shall execute to the Corporation a bond in such sum, and with
such surety or sureties as the Board of the Directors may direct, conditioned
upon the faithful performance of his duties to the Corporation, including
responsibility for negligence and for the accounting for all property, funds or
securities of the Corporation which may come into his hands.

Section 7 - Shares of Other Corporations:

Whenever the Corporation is the holder of shares of any other corporation,
any right or power of the Corporation as such shareholder (including the
attendance, acting and voting at shareholder's meetings and execution of
waivers, consents, proxies or other instruments) may be exercised on behalf of
the Corporation by the President, any Vice President, or such other person as
the Board of Directors may authorize.




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Section 8 - Limitation of Liability:

The limit of liability of any officer of the Corporation shall be limited in
accordance with the provisions of Section 14 of Article III hereof.


                          ARTICLE V - SHARES OF STOCK

Section 1 - Certificates of Stock:

(a) The certificates representing shares of the Corporation shall be in such
form as shall be adopted by the Board of Directors, and shall be numbered and
registered in the order issued. They shall bear the holder's name and the number
of shares, and shall be signed by (i) the Chairman of the Board or the President
or a Vice President, and (ii) the Secretary, or any Assistant Secretary, and may
bear the corporate seal.

(b) No certificate representing shares shall be issued until the full amount of
consideration therefor has been paid, except as otherwise permitted by law.

(c) The Board of Directors may authorize the issuance of certificates for
fractions of a share shall entitle the holder to exercise voting rights, receive
dividends and participate in liquidating distributions, in proportion to the
fractional holdings; or it may authorize the payment in cash of the fair value
of fractions of a share as of the time when those entitled to receive such
fractions are determined; or it may authorize the issuance, subject to such
conditions as may be permitted by law, of scrip in registered or bearer form
over the signature of an officer or agent of the Corporation, exchangeable as
therein provided for full shares, but such scrip shall not entitle the holder to
any rights of a shareholder, except as therein provided.

Section 2 - Lost or Destroyed Certificates:

The holder of any certificate representing shares of the Corporation shall
immediately notify the Corporation of any loss or destruction of the certificate
representing the same. The Corporation may issue a new certificate in the place
of any certificate theretofore issued by it, alleged to have been lost or
destroyed. On production of such evidence of loss or destruction as the Board of
Directors in its discretion may require, the Board of Directors may, in its
discretion require the owner of the lost or destroyed certificate, or his legal
representatives, to give the Corporation a bond in such sum as the Board may
direct, and with such surety or sureties as may be satisfactory to the Board,



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to indemnify the Corporation against any claims, loss, liability or damage it
may suffer an account of the issuance of the new certificate. A new certificate
may be issued without requiring any such evidence or bond when, in the judgment
of the Board of Directors, it is proper so to do.

Section 3 - Transfers of Shares:

(a) Transfers of shares of the Corporation shall be made on the share records of
the Corporation only by the holder of record thereof, in person or by his duly
authorized attorney, upon surrender for cancellation of the certificate or
certificates representing such shares, with an assignment of power of transfer
endorse thereon or delivered therewith duly executed, with such proof of the
authenticity of the signature and of authority to transfer and of payment of
transfer taxes as the Corporation or its agents may require.

(b) The Corporation shall be entitled to treat the holder of record of any share
or shares as the absolute owner thereof for all purposes and, accordingly, shall
not be bound to recognize any legal, 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 expressly
provided by law.

Section 4 - Record Date:

In lieu of closing the share records of the Corporation, the Board of
Directors may fix, in advance, a date not exceeding seventy days, nor less than
ten days, as the record date for the determination of shareholders entitled to
receive notice of, or to vote at, any meeting of shareholders, or to consent to
any proposal without a meeting, of for the purpose of determining shareholders
entitled to receive payment of dividends, of allotment of any rights, or for
the purpose of any other action. If no record date is fixed, the record date
for the determination of shareholders entitled to notice of or to vote at a
meeting of shareholders shall be at the close of business on the day next
preceding the day on which notice is given, or if no notice is given, the day
on which the meeting is held; the record date for determining shareholders for
any other purpose shall be at the close of business on the day on which the
resolution of the directors relating thereto is adopted. When a determination
of shareholders of record entitled to notice of or to vote at any meeting of
shareholders has been made as provided for herein, such determination shall
apply to any adjournment thereof, unless the directors fix a new record date
for the adjourned meeting.




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                             ARTICLE VI - DIVIDENDS

Subject to applicable law, dividends may be declared and paid out of any funds
available therefor, as often, in such amounts, and at such time or times as the
Board of Directors may determine.


                            ARTICLE VII - FISCAL YEAR

The fiscal year of the Corporation shall be fixed by the Board of Directors from
time to time, subject to applicable law.


                          ARTICLE VIII - CORPORATE SEAL

The corporate seal, if any, shall be in such form as shall be approved from time
to time by the Board of Directors.

                             ARTICLE IX - AMENDMENTS

Section 1 - By Shareholders:

All By-Laws of the Corporation shall be subject to alteration or repeal, and new
By-Laws may be made, by a majority vote of the shareholders at the time entitled
to vote in the election of directors. Notwithstanding the foregoing, Section
4(c) of Article II, Section 6(a) of Article II, Section 1(a) of Article III,
Section 1(b) of Article III, Section 14 of Article III and this Section 1 of
this Article IX may only be amended by vote of the holders of at least
two-thirds of the shares outstanding and entitled to vote thereon.

Section 2 - By Directors:

The Board of Directors shall have power to make, adopt, alter, amend and repeal,
from time to time, By-Laws of the Corporation; provided, however, that the
shareholders entitled to vote with respect thereto as in this Article IX
above-provided may alter, amend or repeal By-Laws made by the Board of
Directors, except that the Board of Directors shall have no power to change the
quorum for meetings of shareholders or of the Board of Directors, or to change
any provisions of the By-Laws with respect to the removal of directors or the
filling of vacancies in the Board resulting from the removal by the
shareholders. If any By-Laws regulating an impending election of directors is
adopted, amended or repealed by the Board of Directors, there shall be set forth
in the notice of the next meeting of shareholders for the election of



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directors, the By-Law so adopted, amended or repealed, together with a concise
statement of the changes made.




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