<PAGE>
                                                                     EXHIBIT 3.2


                       SECOND AMENDED AND RESTATED BYLAWS



                                       OF



                                  LIN TV CORP.,



                             A DELAWARE CORPORATION
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE
<S>                                                                         <C>
ARTICLE 1:  OFFICES......................................................     1
  1.1    Registered Office and Agent.....................................     1
  1.2    Other Offices...................................................     1

ARTICLE 2:  MEETINGS OF STOCKHOLDERS.....................................     1
  2.1    Annual Meeting..................................................     1
  2.2    Special Meeting.................................................     1
  2.3    Place of Meetings...............................................     2
  2.4    Notice..........................................................     2
  2.5    Notice of Stockholder Business and Nominations..................     3
  2.6    Voting List.....................................................     6
  2.7    Quorum..........................................................     6
  2.8    Required Vote; Withdrawal of Quorum.............................     6
  2.9    Method of Voting; Proxies.......................................     6
  2.10   Record Date.....................................................     7
  2.11   Conduct of Meeting..............................................     8
  2.12   Inspectors......................................................     9

ARTICLE 3:  DIRECTORS....................................................     9
  3.1    Management......................................................     9
  3.2    Number; Qualification; Election; Eligibility; Term..............     9
  3.3    Nomination of Director Candidates...............................     9
  3.4    Removal.........................................................     9
  3.5    Newly Created Directorships and Vacancies.......................    10
  3.6    Meetings of Directors...........................................    10
  3.7    First Meeting...................................................    10
  3.8    Election of Officers............................................    10
  3.9    Regular Meetings................................................    10
  3.10   Special Meetings................................................    10
  3.11   Notice..........................................................    10
  3.12   Quorum; Majority Vote...........................................    11
  3.13   Procedure.......................................................    11
  3.14   Compensation....................................................    11

ARTICLE 4:  COMMITTEES...................................................    11
  4.1    Designation.....................................................    11
  4.2    Number; Qualification; Term.....................................    11
  4.3    Authority.......................................................    11
  4.4    Committee Changes...............................................    12
  4.5    Alternate Members of Committees.................................    12
  4.6    Regular Meetings................................................    12
  4.7    Special Meetings................................................    12
  4.8    Quorum; Majority Vote...........................................    12
</TABLE>


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<TABLE>
<S>                                                                         <C>
  4.9    Minutes.........................................................    12
  4.10   Compensation....................................................    12
  4.11   Responsibility..................................................    12

ARTICLE 5:  NOTICE.......................................................    12
  5.1    Method..........................................................    12
  5.2    Waiver..........................................................    13

ARTICLE 6:  OFFICERS.....................................................    13
  6.1    Number; Titles; Term of Office..................................    13
  6.2    Removal.........................................................    13
  6.3    Vacancies.......................................................    13
  6.4    Authority.......................................................    13
  6.5    Compensation....................................................    13
  6.6    Chairman of the Board...........................................    13
  6.7    President.......................................................    14
  6.8    Vice President..................................................    14
  6.9    Treasurer.......................................................    14
  6.10   Assistant Treasurers............................................    14
  6.11   Secretary.......................................................    14
  6.12   Assistant Secretaries...........................................    15

ARTICLE 7:  CERTIFICATES AND STOCKHOLDERS................................    15
  7.1    Certificates for Shares.........................................    15
  7.2    Replacement of Lost or Destroyed Certificates...................    15
  7.3    Transfer of Shares..............................................    15
  7.4    Registered Stockholders.........................................    15
  7.5    Regulations.....................................................    16
  7.6    Legends.........................................................    16

ARTICLE 8:  MISCELLANEOUS PROVISIONS.....................................    16
  8.1    Dividends.......................................................    16
  8.2    Reserves........................................................    16
  8.3    Books and Records...............................................    16
  8.4    Fiscal Year.....................................................    16
  8.5    Seal............................................................    16
  8.6    Resignations....................................................    16
  8.7    Securities of Other Corporations................................    16
  8.8    Telephone Meetings..............................................    17
  8.9    Action Without a Meeting........................................    17
  8.10   Invalid Provisions..............................................    17
  8.11   Mortgages, etc..................................................    17
  8.12   Headings........................................................    17
  8.13   References......................................................    17
  8.14   Amendments......................................................    17
</TABLE>


                                       ii
<PAGE>
                       SECOND AMENDED AND RESTATED BYLAWS

                                       OF

                                  LIN TV CORP.

                             A Delaware Corporation

                                    PREAMBLE

      These bylaws are subject to, and governed by, the General Corporation Law
of the State of Delaware (the "Delaware General Corporation Law") and the
certificate of incorporation (as the same may be amended and restated from time
to time) of LIN TV Corp., a Delaware corporation (the "Corporation"). In the
event of a direct conflict between the provisions of these bylaws and the
mandatory provisions of the Delaware General Corporation Law or the provisions
of the certificate of incorporation of the Corporation, such provisions of the
Delaware General Corporation Law or the certificate of incorporation of the
Corporation, as the case may be, will be controlling.

                               ARTICLE 1: OFFICES

      1.1   Registered Office and Agent. The registered office and registered
agent of the Corporation shall be as designated from time to time by the
appropriate filing by the Corporation in the office of the Secretary of State of
the State of Delaware.

      1.2   Other Offices. The Corporation may also have offices at such other
places, both within and without the State of Delaware, as the board of directors
may from time to time determine or as the business of the Corporation may
require.

                      ARTICLE 2: MEETINGS OF STOCKHOLDERS

      2.1   Annual Meeting. If required by applicable law, an annual meeting of
stockholders of the Corporation shall be held for the election of directors on
such date and at such time as shall be designated from time to time by the board
of directors. Except as otherwise permitted by law, no stockholder of the
Corporation shall require the board of directors to call an annual meeting of
stockholders of the Corporation. Any other proper business may be transacted at
the annual meeting.

      2.2   Special Meeting. Special meetings of the stockholders of the
Corporation, and any proposals to be considered at such meetings, may be called
and proposed exclusively by the board of directors, pursuant to a resolution
approved by a majority of the members of the board of directors serving at the
time of that vote, and no stockholder of the Corporation shall require the board
of directors to call a special meeting of stockholders or to propose business at
special meeting of stockholders. A special meeting shall be held on such date
and at such time as shall be designated by the board of directors. Only such
business shall be transacted at a special meeting as may be stated or indicated
in the notice of such meeting.


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<PAGE>
      2.3   Place of Meetings. An annual meeting of stockholders may be held at
any place within or without the State of Delaware designated by the board of
directors. A special meeting of stockholders may be held at any place within or
without the State of Delaware designated in the notice of the meeting. Meetings
of stockholders shall be held at the principal office of the Corporation unless
another place is designated for meetings in the manner provided herein.
Notwithstanding the foregoing, the board of directors may, in its sole
discretion, determine that the meeting shall not be held at any place, but shall
be held solely by means of remote communication, subject to such guidelines and
procedures as the board of directors may adopt, as permitted by applicable law.

      2.4   Notice. Written or printed notice stating the place, day, and time
of each meeting of the stockholders, the means of remote communications, if any,
by which stockholders and proxyholders may be deemed to be present in person and
vote at such meeting and the purpose or purposes for which the meeting is called
shall be delivered not less than ten nor more than 60 days before the date of
the meeting, either personally or by mail, by or at the direction of the
President, the Secretary, or the officer or person(s) calling the meeting, to
each stockholder of record entitled to vote at such meeting. If such notice is
to be sent by mail, such notice shall be deemed to be delivered when deposited
in the United States mail with postage thereon prepaid, addressed to the
stockholder at such stockholder's address at it appears on the records of the
Corporation, unless he shall have filed with the Secretary of the Corporation a
written request that notices to him be mailed to some other address, us which
vase it shall be directed to him at such other address. Notice of any meeting of
stockholders shall not be required to be given to any stockholder who shall
attend such meeting in person or by proxy and shall not, at the beginning of
such meeting, object to the transaction of any business because the meeting is
not lawfully called or convened, or who shall, either before or after the
meeting, submit a signed waiver of notice, in person or by proxy.

      Without limiting the foregoing, any notice to stockholders given by the
Corporation pursuant to this Section 2.4 shall be effective if given by a form
of electronic transmission consented to by the stockholder to whom the notice is
given. Any such consent shall be revocable by the stockholder by written notice
to the Corporation and shall also be deemed revoked if (a) the Corporation is
unable to deliver by electronic transmission two consecutive notices given by
the Corporation in accordance with such consent and (b) such inability becomes
known to the Secretary or Assistant Secretary of the Corporation, the transfer
agent or other person responsible for the giving of notice; provided, however,
the inadvertent failure to treat such inability as a revocation shall not
invalidate any meeting or other action. Notice given by a form of electronic
transmission in accordance with these Bylaws shall be deemed given: (i) if by
facsimile telecommunication, when directed to a number at which the stockholder
has consented to receive notice; (ii) if by electronic mail, when directed to an
electronic mail address at which the stockholder has consented to receive
notice; (iii) if by a posting on an electronic network, together with separate
notice to the stockholder of such specific posting, upon the later of such
posting and the giving of such separate notice; and (iv) if by another form of
electronic transmission, when directed to the stockholder.

      For purposes of these Bylaws, "electronic transmission" means any form of
communication, not directly involving the physical transmission of paper, that
creates a record


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that may be retained, retrieved and reviewed by a recipient thereof, and that
may be directly reproduced in paper form by such a recipient through an
automated process.

      2.5   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 only
      (A) pursuant to the Corporation's notice of meeting (or any supplement
      thereto), (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 of the
      Corporation at the time the notice provided for in this Section 2.5 is
      delivered to the Secretary of the Corporation, who is entitled to vote at
      the meeting and who complies with the notice procedures set forth in this
      Section 2.5.

                  (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 Section 2.5, the stockholder must have given
      timely notice thereof in writing to the Secretary of the Corporation and
      any such proposed business other than the nominations of persons for
      election to the board of directors must constitute 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 ninetieth day nor
      earlier than the close of business on the one hundred twentieth day prior
      to the first anniversary of the preceding year's annual meting (provided,
      however, that in the event that the date of the annual meeting is more
      than thirty days before or more than seventy days after such anniversary
      date, notice by the stockholder must be so delivered not earlier than the
      close of business on the one hundred twentieth day prior to such annual
      meeting and not later than the close of business on the later of the
      ninetieth day prior to such annual meeting or the tenth 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 or postponement of an annual meeting commence a new time
      period (or extend any 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
      as a director (1) 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
      and in accordance with Regulation 14A under the Securities Exchange Act of
      1934, as amended (the "Exchange Act") and (2) 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 text of the
      proposal or business (including the text of any resolutions proposed for
      consideration and in the event that such business includes a proposal to
      amend the Bylaws of the Corporation, the language of the proposed
      amendment), 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


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      stockholder giving the notice and the beneficial owner, if any, on whose
      behalf the nomination or proposal is made (v) the name and address of such
      stockholder, as they appear on the Corporation's books, and of such
      beneficial owner, (x) the class and number of shares of capital stock of
      the Corporation which are owned beneficially and of record by such
      stockholder and such beneficial owner, (y) a representation that the
      stockholder is a holder of record of stock of the Corporation entitled to
      vote at such meeting and intends to appear in person or by proxy at the
      meeting to propose such business or nomination, and (z) a representation
      whether the stockholder or the beneficial owner, if any, intends or is
      part of a group which intends (a) to deliver a proxy statement and/or form
      of proxy to holders of at least the percentage of the Corporation's
      outstanding capital stock required to approve or adopt the proposal or
      elect the nominee and/or (b) otherwise to solicit proxies from
      stockholders in support of such proposal or nomination. The foregoing
      notice requirements shall be deemed satisfied by a stockholder if the
      stockholder has notified the Corporation of his or her intention to
      present a proposal at an annual meeting in compliance with Rule 14a-8 (or
      any successor thereof) promulgated under the Exchange Act and such
      stockholder's proposal has been included in a proxy statement that has
      been prepared by the Corporation to solicit proxies for such annual
      meeting. The Corporation may require any proposed nominee to furnish such
      other information as it may reasonably require to determine the
      eligibility of such proposed nominee to serve as a director of the
      Corporation.

                  (iii) Notwithstanding anything in the second sentence of
      paragraph (a)(ii) of this Section 2.5 to the contrary, in the event that
      the number of directors to be elected to the board of directors of the
      Corporation at an annual meeting is increased and there is no public
      announcement by the Corporation naming the nominees for the additional
      directorships at least one hundred days prior to the first anniversary of
      the preceding year's annual meeting, a stockholder's notice required by
      this Section 2.5 shall also be considered timely, but only with respect to
      nominees for the additional directorships, 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 tenth 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 the notice provided for
in this Section 2.5 is delivered to the Secretary of the Corporation, who is
entitled to vote at the meeting and upon such election and who complies with the
notice procedures set forth in this Section 2.5. 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 entitled to vote in
such election of directors 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
Section 2.5 shall be delivered to the Secretary at the principal executive
offices of the Corporation not earlier than the


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<PAGE>
close of business on the one hundred twentieth day prior to such special meeting
and not later than the close of business on the later of the ninetieth day prior
to such special meeting or the tenth 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 or postponement of a
special meeting commence a new time period (or extend any time period) for the
giving of a stockholder's notice as described above.

            (c)   General.

                  (i)   Only such persons who are nominated in accordance with
      the procedures set forth in this Section 2.5 shall be eligible to be
      elected at an annual or special meeting of stockholders of the Corporation
      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 Section 2.5. Except as
      otherwise provided by law, the chairman of the meeting shall have the
      power and duty (a) 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 Section
      2.5 (including whether the stockholder or beneficial owner, if any, on
      whose behalf the nomination or proposal is made solicited (or is part of a
      group which solicited) or did not so solicit, as the case may he, proxies
      in support of such stockholder's nominee or proposal in compliance with
      such stockholder's representation as required by clause (a)(ii)(C)(2) of
      this Section 2.5) and (b) if any proposed nomination or business was not
      made or proposed in compliance with this Section 2.5, to declare that such
      nomination shall be disregarded or that such proposed business shall not
      be transacted. Notwithstanding the foregoing provisions of this Section
      2.5, if the stockholder (or a qualified representative of the stockholder)
      does not appear at the annual or special meeting of stockholders of the
      Corporation to present a nomination or business, such nomination shall be
      disregarded and such proposed business shall not be transacted,
      notwithstanding that proxies in respect of such vote may have been
      received by the Corporation.

                  (ii)  For purposes of this Section 2.5, "public announcement"
      shall include 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 Section
      2.5, 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 Section 2.8. Nothing in this Section 2.5
      shall be deemed to affect any rights (a) of stockholders to request
      inclusion of proposals in the Corporation's proxy statement pursuant to
      Rule 14a-8 under the Exchange Act or (b) of the holders of any series of
      Preferred Stock to elect directors pursuant to any applicable provisions
      of the Certificate of Incorporation.


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<PAGE>
      2.6   Voting List. At least ten days before each meeting of stockholders,
the Secretary or other officer of the Corporation who has charge of the
Corporation's stock ledger, either directly or through another officer appointed
by him or through a transfer agent appointed by the board of directors, shall
prepare a complete list of stockholders entitled to vote thereat, arranged in
alphabetical order and showing the address of each stockholder and number of
shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting, for
a period of at least ten days prior to the meeting: (i) on a reasonably
accessible electronic network, provided that the information required to gain
access to such list is provided with the notice of the meeting or (ii) during
ordinary business hours, at the principal place of business of the Corporation.
If the meeting is to be held at a place, the list shall also 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. If the meeting is to be held
solely by means of remote communication, the list shall also be open to the
examination of any stockholder during the whole time thereof on a reasonably
accessible electronic network and the information required to access such list
shall be provided with the notice of the meeting. Except as otherwise provided
by law, the stock ledger shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list of stockholders or
the books of the Corporation, or to vote in person or by proxy at any meeting of
stockholders.

      2.7   Quorum. The holders of a majority in voting power of the outstanding
shares entitled to vote on a matter, present in person or by proxy, shall
constitute a quorum at any meeting of stockholders, except as otherwise provided
by law, the certificate of incorporation of the Corporation, or these bylaws. If
a quorum shall not be present, in person or by proxy, at any meeting of
stockholders, the stockholders entitled to vote thereat who are present in
person or by proxy, by a majority in voting power thereof, or, if no stockholder
entitled to vote is present, any officer of the Corporation may adjourn the
meeting from time to time, without notice other than announcement at the meeting
(unless the board of directors, after such adjournment, fixes a new record date
for the adjourned meeting), until a quorum shall be present, in person or by
proxy. At any adjourned meeting at which a quorum shall be present, in person or
by proxy, any business may be transacted which may have been transacted at the
original meeting had a quorum been present; provided that, if the adjournment is
for more than 30 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 adjourned meeting.

      2.8   Required Vote; Withdrawal of Quorum. When a quorum is present at any
meeting, the vote of the holders of at least a majority in voting power of the
outstanding shares entitled to vote who are present, in person or by proxy,
shall decide any question brought before such meeting, unless the question is
one on which, by express provision of statute, the certificate of incorporation
of the Corporation, or these bylaws, a different vote is required, in which case
such express provision shall govern and control the decision of such question.
The stockholders present at a duly constituted meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.

      2.9   Method of Voting; Proxies. Except as otherwise provided in the
certificate of incorporation of the Corporation or by applicable law each
stockholder entitled to vote at any meeting of stockholders shall be entitled to
one vote for each share of stock held by such


                                       6
<PAGE>
stockholder which has voting power upon the matter in question. Elections of
directors need not be by written ballot. Each stockholder entitled to vote at
any meeting of stockholders or to express consent to corporate action in writing
without a meeting may authorize another person or persons to act for such
stockholder by proxy. Each such proxy shall be filed with the Secretary of the
Corporation before or at the time of the meeting. No proxy shall be valid after
three years from the date of its execution, unless otherwise provided in the
proxy. If no date is stated in a proxy, such proxy shall be presumed to have
bean executed on the date of the meeting at which it is to be voted. Each proxy
shall be revocable unless expressly provided therein to be irrevocable and
coupled with an interest sufficient in law to support an irrevocable power or
unless otherwise made irrevocable by law.

      If authorized by the board of directors in accordance with these bylaws
and applicable law, stockholders and proxyholders not physically present at a
meeting of stockholders may, by means of remote communication, (a) participate
in a meeting of stockholders and (b) be deemed present in person and vote at a
meeting of stockholders, whether such meeting is to be held at a designated
place or solely by means of remote communication, provided that (i) the
Corporation shall implement reasonable measures to verify that each person
deemed present and permitted to vote at the meeting by means of remote
communication is a stockholder or proxyholder, (ii) the Corporation shall
implement reasonable measures to provide such stockholders and proxyholders a
reasonable opportunity to participate in the meeting and to vote on matters
submitted to the stockholders, including an opportunity to read or hear the
proceedings of the meeting substantially concurrently with such proceedings, and
(iii) if any stockholder or proxyholder votes or takes other action at the
meeting by means of remote communication, a record of such vote or other action
shall be maintained by the Corporation.

      2.10  Record Date.

            (a)   For the purpose of determining stockholders entitled to notice
of or to vote at any meeting of stockholders, or any adjournment thereof, 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 of directors may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted by
the board of directors, for any such determination of stockholders, such date in
any case to be not more than 60 days and not less than ten days prior to such
meeting nor more than 60 days prior to any other action. If no record date is
fixed:

                  (i)   The record date for determining stockholders entitled to
      notice of or to vote at a meeting of stockholders shall be at the close of
      business on the day next preceding the day on which notice is given or, if
      notice is waived, at the close of business on the day next preceding the
      day on which the meeting is held.

                  (ii)  The record date for determining stockholders for any
      other purpose shall be at the close of business on the day on which the
      board of directors adopts the resolution relating thereto.


                                       7
<PAGE>
                  (iii) A determination of stockholders of record entitled to
      notice of or to vote at a meeting of stockholders shall apply to any
      adjournment of the meeting; provided, however, that the board of directors
      may fix a new record date for the adjourned meeting.

            (b)   In order that the Corporation may determine the stockholders
entitled to consent to corporate action in writing without a meeting, the board
of directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the board of
directors, and which date shall not be more than ten days after the date upon
which the resolution fixing the record date is adopted by the board of
directors. If no record date has been fixed by the board of directors, the
record date for determining stockholders entitled to consent to corporate action
in writing without a meeting, when no prior action by the board of directors is
required by law or these bylaws, shall be the first date on which a signed
written consent setting forth the action taken or proposed to be taken is
delivered to the Corporation by delivery to its registered office in the State
of Delaware, its principal place of business, or an officer or agent of the
Corporation having custody of the book in which proceedings of meetings of
stockholders are recorded. Delivery made to the Corporation's registered office
in the State of Delaware, principal place of business, or such officer or agent
shall be by hand or by certified or registered mail, return receipt requested.
If no record date has been fixed by the board of directors and prior action by
the board of directors is required by law or these bylaws, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the day on which the
board of directors adopts the resolution taking such prior action.

      2.11  Conduct of Meeting. The Chairman of the Board, if such office has
been filled, and, if not or if the Chairman of the Board is absent or otherwise
unable to act, the President shall preside at all meetings of stockholders. The
Secretary shall keep the records of each meeting of stockholders. In the absence
or inability to act of any such officer, such officer's duties shall be
performed by the officer given the authority to act for such absent or
non-acting officer under these bylaws or by some person appointed by the
meeting. The date and time of the opening and the closing of the polls for each
matter upon which the stockholders will vote at a meeting shall be announced at
the meeting by the person presiding over the meeting. The board of directors may
adopt by resolution such rules and regulations for the conduct of the meeting of
stockholders as it shall deem appropriate. Except to the extent inconsistent
with such rules and regulations as adopted by the board of directors, the person
presiding over any meeting of stockholders shall have the right and authority to
convene and to adjourn the meeting, to prescribe such rules, regulations and
procedures and to do all such acts as, in the judgment of such chairman, are
appropriate for the proper conduct of the meeting. Such rules, regulations or
procedures, whether adopted by the board of directors or prescribed by the
presiding officer of the meeting, may include, without limitation, the
following: (i) the establishment of an agenda or order of business for the
meeting; (ii) rules and procedures for maintaining order at the meeting and the
safety of those present; (iii) limitations on attendance at or participation in
the meeting to stockholders of record of the Corporation, their duly authorized
and constituted proxies or such other persons as the chairman of the meeting
shall determine; (iv) restrictions on entry to the meeting after the time fixed
for the commencement thereof; and (v) limitations on the time allotted to
questions or comments by participants. The presiding officer at any meeting of
stockholders, in addition to making any other determinations that may be
appropriate to the


                                       8
<PAGE>
conduct of the meeting, shall, if the facts warrant, determine and declare to
the meeting that a matter or business was not properly brought before the
meeting and if such presiding officer should so determine, such person shall so
declare to the meeting and any such matter or business not properly brought
before the meeting shall not be transacted or considered. Unless and to the
extent determined by the board of directors or the person presiding over the
meeting, meetings of stockholders shall not be required to be held in accordance
with the rules of parliamentary procedure.

      2.12  Inspectors. The board of directors, may, and shall if required by
law, in advance of any meeting of stockholders, appoint one or more inspectors,
who may be employees of the Corporation, to act at such meeting on any
adjournment thereof. If any of the inspectors so appointed shall fail to appear
or act, the chairman of the meeting shall, or if inspectors shall not have been
appointed, the chairman of the meeting may, appoint one or more inspectors. Each
inspector, before entering upon the discharge of his duties, shall take and sign
an oath faithfully to execute the duties of inspector at such meeting with
strict impartiality and according to the best of his ability. The inspectors
shall determine the number of shares of capital stock of the Corporation
outstanding and the voting power of each, the number of shares represented at
the meeting, the existence of a quorum, and the validity and effect of proxies
and shall receive votes, ballots, or consents, hear and determine all challenges
and questions arising in connection with the right to vote, count and tabulate
all votes, ballots, or consents, determine the results, and do such acts as are
proper to conduct the election or vote with fairness to all stockholders. On
request of the chairman of the meeting, the inspectors shall make a report in
writing of any challenge, request, or matter determined by them and shall
execute a certificate of any fact found by them. No director or candidate for
the office of director shall act as an inspector of an election of directors.
Inspectors need not be stockholders.

                              ARTICLE 3: DIRECTORS

      3.1   Management. The business and affairs of the Corporation shall be
managed by the board of directors. Subject to the restrictions imposed by law,
the certificate of incorporation of the Corporation, or these bylaws, the board
of directors may exercise all the powers of the Corporation.

      3.2   Number; Qualification; Election; Eligibility; Term. The number of
directors which shall constitute the entire board of directors shall be as set
forth in the certificate of incorporation of the Corporation. Except as
otherwise required by law or the certificate of incorporation of the
Corporation, the directors of the Corporation shall be elected at an annual
meeting of stockholders at which a quorum is present by a plurality of the votes
of the shares present in person or represented by proxy and entitled to vote on
the election of directors or a class of directors. None of the directors need be
a stockholder of the Corporation or a resident of the State of Delaware.

      3.3   Nomination of Director Candidates. Nominations of persons for
election to the board of directors of the Corporation shall be made in
accordance with section 3.3.

      3.4   Removal. Except as otherwise provided by law, no director of any
class of directors of the Corporation shall be removed before the expiration of
that director's term of


                                       9
<PAGE>
office except by an affirmative vote of the holders of not less than a majority
in voting power of the outstanding shares entitled to vote thereon cast at the
annual meeting of stockholders or at any special meeting of stockholders called
for this purpose by a majority of the members of the board of directors serving
at the time of that vote. Except as provided by law, a director of the
Corporation may be removed only for cause. For purposes of this Section 3.4,
"cause" shall have the meaning set forth in the certificate of incorporation of
the Corporation.

      3.5   Newly Created Directorships and Vacancies. Vacancies in the board of
directors resulting from death, resignation, retirement, disqualification,
removal from office or other cause and newly-created directorships resulting
from any increase in the authorized number of directors shall be filled by a
majority vote of the remaining directors then in office, though less than a
quorum, or by the sole remaining director, and each director so chosen shall
receive the classification of the vacant directorship to which he has been
appointed or, if it is a newly created directorship, shall receive the
classification that at least a majority of the board of directors designates and
shall hold office until the first meeting of stockholders held after his
election for the purpose of electing directors of that classification and until
his successor is elected and qualified or until his earlier death, resignation
or removal from office. If there are no directors in office (or where holders of
any class or classes or series thereof are entitled to elect one or more
directors, there are no directors of such class in office), directors may be
elected by a plurality of the votes cast at a meeting of stockholders at which a
quorum is present.

      3.6   Meetings of Directors. The directors may hold their meetings and may
have an office and keep the books of the Corporation, except as otherwise
provided by statute, in such place or places within or without the State of
Delaware as the board of directors may from time to time determine or as shall
be specified in the notice of such meeting.

      3.7   First Meeting. Each newly elected board of directors may hold its
first meeting for the purpose of organization and the transaction of business,
if a quorum is present, immediately after and at the same place as the annual
meeting of stockholders, and no notice of such meeting shall be necessary.

      3.8   Election of Officers. At the first meeting of the board of directors
after each annual meeting of stockholders at which a quorum shall be present,
the board of directors shall elect the officers of the Corporation.

      3.9   Regular Meetings. Regular meetings of the board of directors shall
be held at such times and places as shall be designated from time to time by
resolution of the board of directors. Notice of such regular meetings shall not
be required.

      3.10  Special Meetings. Special meetings of the board of directors shall
be held whenever called by the Chairman of the Board, the President, or any
director.

      3.11  Notice. The Secretary shall give notice of each special meeting to
each director at least 24 hours before the meeting. Notice of any such meeting
need not be given to any director who shall, either before or after the meeting,
submit a signed waiver of notice or who shall attend such meeting without
protesting, prior to or at its commencement, the lack of notice to him.


                                       10
<PAGE>
Neither the business to be transacted at, nor the purpose of any regular or
special meeting of the board of directors need be specified in the notice or
waiver of notice of such meeting.

      3.12  Quorum; Majority Vote. At all meetings of the board of directors, a
majority of the entire board of directors shall constitute a quorum for the
transaction of business. If at any meeting of the board of directors there be
less than a quorum present, a majority of those present or the sole director
present may adjourn the meeting from time to time without further notice. Unless
the act of a greater number is required by law, the certificate of incorporation
of the Corporation, or these bylaws, the act of a majority of the directors
present at a meeting at which a quorum is present shall be the act of the board
of directors. At any time that the certificate of incorporation of the
Corporation provides that directors elected by the holders of a class or series
of stock shall have more or less than one vote per director on any matter, every
reference in these bylaws to a majority or other proportion of directors shall
refer to a majority or other proportion of the votes of such directors.

      3.13  Procedure. At meetings of the board of directors, business shall be
transacted in such order as from time to time the board of directors may
determine. The Chairman of the Board, if such office has been filled, and, if
not or if the Chairman of the Board is absent or otherwise unable to act, the
President shall preside at all meetings of the board of directors. In the
absence or inability to act of either such officer, a chairman shall be chosen
by the board of directors from among the directors present. The Secretary of the
Corporation shall act as the secretary of each meeting of the board of directors
unless the board of directors appoints another person to act as secretary of the
meeting. The board of directors shall keep regular minutes of its proceedings
which shall be placed in the minute book of the Corporation.

      3.14  Compensation. The board of directors shall have the authority to fix
the compensation, including fees and reimbursement of expanses, paid to
directors for attendance at regular or special meetings of the board of
directors or any committee thereof; provided, that nothing contained herein
shall be construed to preclude any director from serving the Corporation in any
other capacity or receiving compensation therefor.

                             ARTICLE 4: COMMITTEES

      4.1   Designation. The board of directors may, by resolution adopted by a
majority of the entire board of directors, designate one or more committees.

      4.2   Number; Qualification; Term. Each committee shall consist of one or
more directors appointed by resolution adopted by a majority of the entire board
of directors. The number of committee members may be increased or decreased from
time to time by resolution adopted by a majority of the entire board of
directors. Each committee member shall serve as such, until the earliest of (i)
the expiration of his term as director, (ii) his resignation as a committee
member or as a director, or (iii) his removal as a committee member or as a
director.

      4.3   Authority. Each committee, to the extent expressly provided in the
resolution establishing such committee, shall have and may exercise all of the
authority of the board of directors in the management of the business and
property of the Corporation except to the extent expressly restricted by law,
the certificate of incorporation of the Corporation, or these bylaws.


                                       11
<PAGE>
      4.4   Committee Changes. The board of directors shall have the power at
any time to fill Vacancies in, to change the membership of, and to discharge any
committee.

      4.5   Alternate Members of Committees. The board of directors may
designate one or more directors as alternate members of any committee. Any such
alternate member may replace any absent or disqualified member at any meeting of
the committee. If no alternate committee members have been so appointed to a
committee or each such alternate committee member is absent or disqualified, the
member or members of such committee present at any meeting and not disqualified
from voting, whether or not he or they constitute a quorum, may unanimously
appoint another member of the board of directors to act at the meeting in the
place of any such absent or disqualified member.

      4.6   Regular Meetings. Regular meetings of any committee may be held
without notice at such time and place as may be designated from time to time by
the committee and communicated to all members thereof.

      4.7   Special Meetings. Special meetings of any committee may be held
whenever called by any committee member. The committee member calling any
special meeting shall cause notice of such special meeting, including therein
the time and place of such special meeting, to be given to each committee member
at least two days before such special meeting. Neither the business to be
transacted at, nor the purpose of, any special meeting of any committee need be
specified in the notice or waiver of notice of any special meeting.

      4.8   Quorum; Majority Vote. At meetings of any committee, a majority of
the number of members designated by the board of directors shall constitute a
quorum for the transaction of business. If a quorum is not present at a meeting
of any committee, a majority of the members present may adjourn the meeting time
to time, without notice other than an announcement at the meeting, until a
quorum is present. The act of a majority of the members present at any meeting
at which a quorum is present shall be the act of a committee, unless the act of
a greater number is required by law, the certificate of incorporation of the
Corporation, or these bylaws.

      4.9   Minutes. Each committee shall cause minutes of its proceedings to be
prepared and shall report the same to the board of directors upon the request of
the board of directors. The minutes of the proceedings of each committee shall
be delivered to the Secretary of the Corporation for placement in the minute
books of the Corporation.

      4.10  Compensation. Committee members may, by resolution of the board of
directors, be allowed a fixed sum and expenses of attendance, if any, for
attending any committee meetings or a stated salary.

      4.11  Responsibility. The designation of any committee and the delegation
of authority to it shall not operate to relieve the board of directors or any
director of any responsibility imposed upon it or such director by law.

                               ARTICLE 5: NOTICE

      5.1   Method. Except as otherwise provided herein or permitted by
applicable law, notices to directors and stockholders shall be in writing and
delivered personally or mailed to the


                                       12
<PAGE>
directors or stockholders at their addresses appearing on the books of the
corporation. Notice to directors may be given by telegram, telecopier, telephone
or other means of electronic transmission.

      5.2   Waiver. Whenever any notice is required to be given to any
stockholder, director, or committee member of the Corporation by statute, the
certificate of incorporation of the Corporation, or these bylaws, a waiver of
notice, given by the person or persons entitled to such notice, whether before
or after the time stated therein, shall be equivalent to the giving of such
notice. Attendance of a stockholder, director, or committee member at a meeting
shall constitute a waiver of notice of such meeting, except where such person
attends for the express purpose of objecting to the transaction of any business
on the ground that the meeting is not lawfully called or convened. Neither the
business to be transacted at nor the purpose of any regular or special meeting
of the stockholders, directors, or members of a committee of directors need be
specified in a waiver of notice.

                              ARTICLE 6: OFFICERS

      6.1   Number; Titles; Term of Office. The officers of the Corporation
shall be a President, a Secretary, and such other officers as the board of
directors may from time to time elect or appoint, including a Chairman of the
Board, one or more Vice Presidents (with each Vice President to have such
descriptive title, if any, as the board of directors shall determine), and a
Treasurer. Each officer shall hold office until his successor shall have been
duly elected and shall have qualified, until his death, or until he shall resign
or shall have been removed in the manner hereinafter provided. Any two or more
offices may be held by the same person. None of the officers need be a
stockholder or a director of the Corporation or a resident of the State of
Delaware.

      6.2   Removal. Any officer or agent elected or appointed by the board of
directors may be removed by the board of directors whenever in its judgment the
best interest of the Corporation will be served thereby, but such removal shall
be without prejudice to the contract rights, if any, of the person so removed.
Election or appointment of an officer or agent shall not of itself create
contract rights.

      6.3   Vacancies. Any vacancy occurring in any office of the Corporation
(by death, resignation, removal or otherwise) may be filled by the board of
directors.

      6.4   Authority. Officers shall have such authority and perform such
duties in the management of the Corporation as are provided in these bylaws or
as may be determined by resolution of the board of directors not inconsistent
with these bylaws.

      6.5   Compensation. The compensation, if any, of officers and agents shall
be fixed from time to time by the board of directors; provided, however, that
the board of directors may delegate the power to determine the compensation of
any officer and agent (other than the officer to whom such power is delegated)
to the Chairman of the Board or the President.

      6.6   Chairman of the Board. The Chairman of the Board, if elected by the
board of directors, shall have such powers and duties as may be prescribed by
the board of directors.


                                       13
<PAGE>
Such officer shall preside at all meetings of the stockholders and of the board
of directors. Such officer may sign all certificates for shares of stock of the
Corporation.

      6.7   President. The President shall be the chief executive officer of the
Corporation and, subject to the board of directors, he shall have general
executive charge, management, and control of the properties and operations of
the Corporation in the ordinary course of its business, with all such powers
with respect to such properties and operations as may be reasonably incident to
such responsibilities. If the board of directors has not elected a Chairman of
the Board or in the absence or inability to act of the Chairman of the Board,
the President shall exercise all of the powers and discharge all of the duties
of the Chairman of the Board. As between the Corporation and third parties, any
action taken by the President in the performance of the duties of the Chairman
of the Board shall be conclusive evidence that there is no Chairman of the Board
or that the Chairman of the Board is absent or unable to act.

      6.8   Vice President. Each Vice President shall have such powers and
duties as may be assigned to him by the board of directors, the Chairman of the
Board, or the President, and (in order of their seniority as determined by the
board of directors or, in the absence of such determination, as determined by
the length of time they have held the office of Vice President) shall exercise
the powers of the President during that officer's absence or inability to act.
As between the Corporation and third parties, any action taken by a Vice
President in the performance of the duties of the President shall be conclusive
evidence of the absence or inability to act of the President at the time such
action was taken.

      6.9   Treasurer. The Treasurer shall have custody of the Corporation's
funds and securities, shall keep full and accurate account of receipts and
disbursements, shall deposit all monies and valuable effects in the name and to
the credit of the Corporation in such depository or depositories as may be
designated by the board of directors, and shall perform such other duties as may
be prescribed by the board of directors, the Chairman of the Board, or the
President. 6.10 Assistant Treasurers. Each Assistant Treasurer shall have such
powers and duties as may be assigned to him by the board of directors, the
Chairman of the Board, or the President. The Assistant Treasurers (in the order
of their seniority as determined by the board of directors or, in the absence of
such determination, as determined by the length of time they have held the
office of Assistant Treasurer) shall exercise the powers of the Treasurer during
that officer's absence or inability to act.

      6.11  Secretary. Except as otherwise provided in these bylaws, the
Secretary shall keep the minutes of all meetings of the board of directors and
of the stockholders in books provided for that purpose, and he shall attend to
the giving and service of all notices. He may sign with the Chairman of the
Board or the President, in the name of the Corporation, all contracts of the
Corporation and affix the seal of the Corporation thereto. He may sign with the
Chairman of the Board or the President all certificates for shares of stock of
the Corporation, and he shall have charge of the certificate books, transfer
books, and stock papers as the board of directors may direct, all of which shall
at all reasonable times be open to inspection by any director upon application
at the office of the Corporation during business hours. He shall in general
perform


                                       14
<PAGE>
all duties incident to the office of the Secretary, subject to the control of
the board of directors, the Chairman of the Board, and the President.

      6.12  Assistant Secretaries. Each Assistant Secretary shall have such
powers and duties as may be assigned to him by the board of directors, the
Chairman of the Board, or the President. The Assistant Secretaries (in the order
of their seniority as determined by the board of directors or, in the absence of
such a determination, as determined by the length of time they have held the
office of Assistant Secretary) shall exercise the powers of the Secretary during
that officer's absence or inability to act.

                    ARTICLE 7: CERTIFICATES AND STOCKHOLDERS

      7.1   Certificates for Shares. Certificates for shares of stock of the
Corporation shall be in such form as shall be approved by the board of
directors. The certificates shall be signed by the Chairman of the Board or the
President or a Vice President and also by the Secretary or an Assistant
Secretary or by the Treasurer or an Assistant Treasurer. Any and all signatures
on the certificate may be a facsimile and may be sealed with the seal of the
Corporation or a facsimile thereof. If any officer, transfer agent, or registrar
who has signed, or whose facsimile signature has been placed upon, a certificate
has ceased to be such officer, transfer agent, or registrar before such
certificate is issued, such certificate may be issued by the Corporation with
the same effect as if he were such officer, transfer agent, or registrar at the
date of issue. The certificates shall be consecutively numbered and shall be
entered in the books of the Corporation as they are issued and shall exhibit the
holder's name and the number of shares.

      7.2   Replacement of Lost or Destroyed Certificates. The board of
directors may direct a new certificate or certificates to be issued in place of
a certificate or certificates theretofore issued by the Corporation and alleged
or have been lost or destroyed, upon the making of an affidavit of that fact by
the person claiming the certificate or certificates representing shares to be
lost or destroyed. When authorizing such issue of a new certificate or
certificates the board of directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost or destroyed
certificate or certificates, or his legal representative, to advertise the same
in such manner as it shall require and/or to give the Corporation a bond with a
surety or sureties satisfactory to the Corporation in such sum as it may direct
an indemnity against any claim, or expense resulting from a claim, that may be
made against the Corporation with respect to the certificate or certificates
alleged to have been lost or destroyed.

      7.3   Transfer of Shares. Shares of stock of the Corporation shall be
transferable only on the books of the Corporation by the holders thereof in
person or by their duly authorized attorneys or legal representatives. Upon
surrender to the Corporation or the transfer agent of the Corporation of a
certificate representing shares duly endorsed or accompanied by proper evidence
of succession, assignment, or authority to transfer, the Corporation or its
transfer agent shall issue a new certificate to the person entitled thereto,
cancel the old certificate, and record the transaction upon its books.

      7.4   Registered Stockholders. The Corporation shall be entitled to treat
the holder of record of any share or shares of stock as the holder in fact
thereof and, accordingly, shall not be bound to recognize any equitable or other
claim to or interest in such share or shares on the part


                                       15
<PAGE>
of any other person, whether or not it shall have express or other notice
thereof, except as otherwise provided by law.

      7.5   Regulations. The board of directors shall have the power and
authority to make all such rules and regulations as they may deem expedient
concerning the issue, transfer, and registration or the replacement of
certificates for shares of stock of the Corporation.

      7.6   Legends. The board of directors shall have the power and authority
to provide that certificates representing shares of stock bear such legends as
the board of directors deems appropriate to assure that the Corporation does not
become liable for violations of federal or state securities laws or other
applicable law.

                      ARTICLE 8: MISCELLANEOUS PROVISIONS

      8.1   Dividends. Subject to provisions of law and the certificate of
incorporation of the Corporation, dividends may be declared by the board of
directors at any regular or special meeting and may be paid in cash, in
property, or in shares of stock of the Corporation. Such declaration and payment
shall be at the discretion of the board of directors.

      8.2   Reserves. There may be created by the board of directors out of
funds of the Corporation legally available therefor such reserve or reserves as
the director from time to time, in their discretion, consider proper to provide
for contingencies, to equalize dividends, or to repair or maintain any property
of the Corporation, or for such other purpose as the board of directors shall
consider beneficial to the Corporation, and the board of directors may modify or
abolish any such reserve in the manner in which it was created.

      8.3   Books and Records. The Corporation shall keep correct and complete
books and records of account, shall keep minutes of the proceedings of its
stockholders and board of directors and shall keep at its registered office or
principal place of business, or at the office of its transfer agent or
registrar, a record of its stockholders, giving the names and addresses of all
stockholders and the number and class of the shares held by each.

      8.4   Fiscal Year. The fiscal year of the Corporation shall be fixed by
the board of directors; provided, that if such fiscal year is not fixed by the
board of directors and the selection of the fiscal year is not expressly
deferred by the board of directors, the fiscal year shall be the calendar year.

      8.5   Seal. The seal of the Corporation shall be such as from time to time
may be approved by the board of directors.

      8.6   Resignations. Any director, committee member, or officer may resign
upon notice given in writing or by electronic transmission to the board of
directors, the Chairman of the Board, the President, or the Secretary. Such
resignation shall take effect at the time specified therein or, if no time is
specified therein, immediately upon its receipt. Unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.

      8.7   Securities of Other Corporations. The Chairman of the Board, the
President, or any Vice President of the Corporation shall have the power and
authority to transfer, endorse for


                                       16
<PAGE>
transfer, vote, consent, or take any other action with respect to any securities
of another issuer which may be held or owned by the Corporation and to take,
execute, and deliver any waiver, proxy, or consent with respect to any such
securities.

      8.8   Telephone Meetings. Members of the board of directors, or any
committee of directors designated by the board of directors, may participate in
a meeting of the board of directors or such committee by means of conference
telephone or other communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in a meeting
pursuant to this Section 8.8 shall constitute presence in person at such
meeting.

      8.9   Action Without a Meeting. Unless otherwise restricted by the
certificate of incorporation of the Corporation or by these bylaws, any action
required or permitted to be taken at a meeting of the board of directors, or of
any committee of the board of directors, may be taken without a meeting if a
consent or consents in writing (which may be in counterparts) or by electronic
transmission, and the written consent or consents or electronic transmission or
transmissions are filed with the minutes of the proceedings of the board of
directors or such committee. Such filing shall be made in paper form if the
minutes of the corporation are maintained in paper form and shall be in
electronic form if the minutes are maintained in electronic form.

      8.10  Invalid Provisions. If any part of these bylaws shall be held
invalid or inoperative for any reason, the remaining parts, so far as it is
possible and reasonable, shall remain valid and operative.

      8.11  Mortgages, etc. With respect to any deed, deed of trust, mortgage,
or other instrument executed by the Corporation through its duly authorized
officer or officers, the attestation to such execution by the Secretary of the
Corporation shall not be necessary to constitute such deed, deed of trust,
mortgage, or other instrument a valid and binding obligation against the
Corporation unless the resolutions, if any, of the board of directors
authorizing such execution expressly state that such attestation is necessary.

      8.12  Headings. The headings used in these bylaws have been inserted for
administrative convenience only and do not constitute matter to be construed in
interpretation.

      8.13  References. Whenever herein the singular number is used, the same
shall include the plural where appropriate, and words of any gender should
include each other gender where appropriate.

      8.14  Amendments. Subject to the provisions of the certificate of
incorporation of the Corporation, these bylaws and applicable law, these bylaws
or any of them may be altered, amended, or repealed and new bylaws may be
adopted (a) by the board of directors of the Corporation, by vote of a majority
of the number of directors then in office or (b) by the vote of the holders of
not less than a majority of the total voting power of all outstanding shares of
voting stock of the Corporation at an annual meeting of stockholders or at any
special meeting of stockholders, provided that notice of such proposed
alteration, amendment, repeal or adoption is given in the notice of special
meeting. Subject to the provisions of the certificate of


                                       17
<PAGE>
incorporation of the Corporation, any bylaws adopted, altered, or amended by the
stockholders may be altered, amended, or repealed by the board of directors of
the Corporation or the stockholders.


                                       18
<PAGE>
                                  CERTIFICATION

      The undersigned, being the duly elected and acting Assistant Secretary of
LIN TV Corp. (the "Corporation"), hereby certifies that the Amended and Restated
Bylaws of the Corporation have been repealed and the Second Amended and Restated
Bylaws of the Corporation have been duly adopted, effective as of May 2, 2002,
by the Board of Directors.

Dated:

                                    --------------------------------------
                                    Denise M. Parent, Assistant Secretary


                                       19
<PAGE>
                               AMENDMENT NO. 1 TO

                       SECOND AMENDED AND RESTATED BYLAWS

                                       OF

                                  LIN TV CORP.



The first sentence of Section 3.2 of the Second Amended and Restated By-Laws of
LIN TV Corp. is amended to read in its entirety as follows:

Subject to the rights of holders of any class or series of Preferred Stock to
elect directors, the number of directors of the Corporation shall be established
by the Board of Directors.



Effective as of May 12, 2004




                                       20