<PAGE>
 
                                                                     Exhibit 3.2
                          AMENDED AND RESTATED BYLAWS

                                      OF

                               CNS BANCORP, INC.

                                   ARTICLE I

                                  Home Office

     The home office of CNS Bancorp, Inc. (herein the "Corporation") shall be at
427 Monroe Street, Jefferson City, Missouri. The Corporation may also have
offices at such other places within or without the State of Missouri as the
board of directors shall from time to time determine.

                                   ARTICLE II

                                  Stockholders

     SECTION 1.  Place of Meetings.  All annual and special meetings of
                 -----------------                                     
stockholders shall be held at the home office of the Corporation or at such
other place within or without the State in which the home office of the
Corporation is located as the board of directors may determine and as designated
in the notice of such meeting.

     SECTION 2.  Annual Meeting.  A meeting of the stockholders of the
                 --------------                                       
Corporation for the election of directors and for the transaction of any other
business of the Corporation shall be held annually at such date and time as the
board of directors may determine.

     SECTION 3.  Special Meetings.  Special meetings of the stockholders for any
                 ----------------                                               
purpose or purposes may be called at any time by the majority of the board of
directors or by a committee of the board of directors in accordance with the
provisions of the Corporation's Certificate of Incorporation.

     SECTION 4.  Conduct of Meetings.  Annual and special meetings shall be
                 -------------------                                       
conducted in accordance with the rules and procedures established by the board
of directors. The board of directors shall designate, when present, either the
chairman of the board or president to preside at such meetings.

     SECTION 5.  Notice of Meetings.  Written notice stating the place, day and
                 ------------------                                            
hour of the meeting and the purpose or purposes for which the meeting is called
shall be mailed by the secretary or the officer performing his duties, not less
than ten days nor more than sixty days before the meeting to each stockholder of
record entitled to vote at such meeting. If mailed, such notice shall be deemed
to be delivered when deposited in the United States mail, addressed to the
stockholder at his address as it appears on the stock transfer books or records
of the Corporation as of the record date prescribed in Section 6 of this Article
II, with postage thereon prepaid. If a stockholder be present at a meeting, or
in writing waive notice thereof before or after the meeting, notice of the
meeting to such stockholder shall be unnecessary. When any stockholders'
meeting, either annual or special, is adjourned for thirty days or more, notice
of the adjourned meeting shall be given as in the case of an original meeting.
It shall not be necessary to give any notice of the time and place of any
meeting adjourned for less than thirty days or of the business to be transacted
at such adjourned meeting, other than an announcement at the meeting at which
such adjournment is taken.

     SECTION 6.  Fixing of Record Date.  For the purpose of determining
                 ---------------------                                 
stockholders entitled to notice of or to vote at any meeting of stockholders, or
any adjournment thereof, or stockholders entitled to receive payment of any
dividend, or in order to make a determination of stockholders for any other
proper purpose, the board of directors shall fix in advance a date as the record
date for any such determination of stockholders. Such date in any case shall be
not more than sixty days, and in case of a meeting of stockholders, not less
than ten days prior to the date on which the particular action is to be taken.
When a determination of stockholders entitled to vote at any
<PAGE>
 
meeting of stockholders has been made as provided in this section, such
determination shall apply to any adjournment thereof.

     SECTION 7.  Voting Lists.  The officer or agent having charge of the stock
                 ------------                                                  
transfer books for shares of the Corporation shall make, at least ten days
before each meeting of shareholders, a complete record of the stockholders
entitled to vote at such meeting or any adjournment thereof, with the address of
and the number of shares held by each. The record, for a period of ten days
before such meeting, shall be kept on file at the principal office of the
Corporation, and shall be subject to inspection by any shareholder for any
purpose germane to the meeting at any time during usual business hours. Such
record shall also be produced and kept open at the time and place of the meeting
and shall be subject to the inspection of any stockholder for any purpose
germane to the meeting during the whole time of the meeting. The original stock
transfer books shall be prima facie evidence as to who are the stockholders
entitled to examine such record or transfer books or to vote at any meeting of
stockholders.

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

     SECTION 9.  Proxies.  At all meetings of stockholders, a stockholder may
                 -------                                                     
vote by proxy executed in writing by the stockholder or by his duly authorized
attorney in fact. Proxies solicited on behalf of the management shall be voted
as directed by the stockholder or, in the absence of such direction, as
determined by a majority of the board of directors. No proxy shall be valid
after eleven months from the date of its execution unless otherwise provided in
the proxy.

     SECTION 10.  Voting.  At each election for directors every stockholder
                  ------                                                   
entitled to vote at such election shall be entitled to one vote for each share
of stock held by him. Unless otherwise provided in the Certificate of
Incorporation, by Statute, or by these Bylaws, a majority of those votes cast by
stockholders at a lawful meeting shall be sufficient to pass on a transaction or
matter.

     SECTION 11.  Voting of Shares in the Name of Two or More Persons.  When
                  ---------------------------------------------------       
ownership of stock stands in the name of two or more persons, in the absence of
written directions to the Corporation to the contrary, at any meeting of the
stockholders of the Corporation any one or more of such stockholders may cast,
in person or by proxy, all votes to which such ownership is entitled. In the
event an attempt is made to cast conflicting votes, in person or by proxy, by
the several persons in whose name shares of stock stand, the vote or votes to
which these persons are entitled shall be cast as directed by a majority of
those holding such stock and present in person or by proxy at such meeting, but
no votes shall be cast for such stock if a majority cannot agree.

     SECTION 12.  Voting of Shares by Certain Holders.  Shares standing in the
                  -----------------------------------                         
name of another corporation may be voted by any officer, agent or proxy as the
bylaws of such corporation may prescribe, or, in the absence of such provision,
as the board of directors of such corporation may determine. Shares held by an
administrator, executor, guardian or conservator may be voted by him, either in
person or by proxy, without a transfer of such shares into his name. Shares
standing in the name of a trustee may be voted by him, either in person or by
proxy, but no trustee shall be entitled to vote shares held by him without a
transfer of such shares into his name. Shares standing in the name of a receiver
may be voted by such receiver, and shares held by or under the control of a
receiver may be voted by such receiver without the transfer thereof into his
name if authority to do so is contained in an appropriate order of the court or
other public authority by which such receiver was appointed.

     A stockholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee and
thereafter the pledgee shall be entitled to vote the shares so transferred.


                                       2
<PAGE>
 
     Neither treasury shares of its own stock held by the Corporation, nor
shares held by another corporation, if a majority of the shares entitled to vote
for the election of directors of such other corporation are held by the
Corporation, shall be voted at any meeting or counted in determining the total
number of outstanding shares at any given time for purposes of any meeting.

     SECTION 13.  Inspectors of Election.  In advance of any meeting of
                  ----------------------                               
stockholders, the board of directors may appoint any persons, other than
nominees for office, as inspectors of election to act at such meeting or any
adjournment thereof. The number of inspectors shall be either one or three. If
the board of directors so appoints either one or three inspectors, that
appointment shall not be altered at the meeting. If inspectors of election are
not so appointed, the chairman of the board or the president may make such
appointment at the meeting. In case any person appointed as inspector fails to
appear or fails or refuses to act, the vacancy may be filled by appointment by
the board of directors in advance of the meeting or at the meeting by the
chairman of the board or the president.

     Unless otherwise prescribed by applicable law, the duties of such
inspectors shall include: determining the number of shares of stock and the
voting power of each share, the shares of stock represented at the meeting, the
existence of a quorum, and the authenticity, validity and effect of proxies;
receiving votes, ballots or consents; hearing and determining all challenges and
questions in any way arising in connection with the right to vote; counting and
tabulating all votes or consents; determining the result; and such acts as may
be proper to conduct the election or vote with fairness to all stockholders.

     SECTION 14.  Nominating Committee.  The board of directors shall act as a
                  --------------------                                        
nominating committee for selecting the management nominees for election as
directors. Except in the case of a nominee substituted as a result of the death
or other incapacity of a management nominee, the nominating committee shall
deliver written nominations to the secretary at least twenty days prior to the
date of the annual meeting. Provided such committee makes such nominations, no
nominations for directors except those made by the nominating committee shall be
voted upon at the annual meeting unless other nominations by stockholders are
made in writing and delivered to the secretary of the Corporation in accordance
with the provisions of the Corporation's Certificate of Incorporation.

     SECTION 15.  New Business.  Any new business to be taken up at the annual
                  ------------                                                
meeting shall be stated in writing and filed with the secretary of the
Corporation in accordance with the provisions of the Corporation's Certificate
of Incorporation. This provision shall not prevent the consideration and
approval or disapproval at the annual meeting of reports of officers, directors
and committees, but in connection with such reports no new business shall be
acted upon at such annual meeting unless stated and filed as provided in the
Corporation's Certificate of Incorporation.

                                  ARTICLE III

                               Board of Directors

     SECTION 1.   General Powers.  The business and affairs of the Corporation
                  --------------                                              
shall be under the direction of its board of directors. The board of directors
shall annually elect a president from among its members and may also elect a
chairman of the board from among its members. The board of directors shall
designate, when present, either the chairman of the board or the president to
preside at its meetings.

     SECTION 2.   Number and Term and Election.  The number of directors who
                  ----------------------------                              
shall constitute the whole Board of Directors shall be fixed from time to time
exclusively by the Board by resolution adopted by a majority of the total number
of the Corporation's directors. The members of each class shall be elected for a
term of three years and until their successors are elected or qualified. One
class shall be elected by ballot annually. The board of directors shall be
classified in accordance with the provisions of the Corporation's Certificate of
Incorporation.


                                       3
<PAGE>
 
     SECTION 3.   Qualification.  Each director shall at all times be the
                  -------------                                          
beneficial owner of not less than 100 shares of capital stock of the
Corporation.

     SECTION 4.   Regular Meetings.  A regular meeting of the board of directors
                  ----------------                                              
shall be held without other notice than this Bylaw immediately after, and at the
same place as, the annual meeting of stockholders. The board of directors may
provide, by resolution, the time and place for the holding of additional regular
meetings without other notice than such resolution.

     SECTION 5.   Special Meetings.  Special meetings of the board of directors
                  ----------------                                             
may be called by or at the request of the chairman of the board or the
president, or by one-third of the directors. The persons authorized to call
special meetings of the board of directors may fix any place in the State of
Missouri as the place for holding any special meeting of the board of directors
called by such persons.

     Members of the board of directors may participate in special meetings by
means of conference telephone or similar communications equipment by which all
persons participating in the meeting can hear each other. Such participation
shall constitute presence in person.

     SECTION 6.   Notice.  Written notice of any special meeting shall be given
                  ------                                                       
to each director at least two days previous thereto delivered personally or by
telecopier or telegram or at least five days previous thereto delivered by mail
at the address at which the director is most likely to be reached. Such notice
shall be deemed to be delivered when deposited in the United States mail so
addressed, with postage thereon prepaid if mailed or when delivered by
telecopier or to the telegraph company if sent by telegram. Any director may
waive notice of any meeting by a writing filed with the secretary. The
attendance of a director at a meeting shall constitute a waiver of notice of
such meeting, except where a director attends a meeting for the express purpose
of objecting to the transaction of any business because the meeting is not
lawfully called or convened. Neither the business to be transacted at, nor the
purpose of, any meeting of the board of directors need be specified in the
notice or waiver of notice of such meeting.

     SECTION 7.   Quorum.  A majority of the number of directors fixed by
                  ------                                                 
Section 2 of this Article III shall constitute a quorum for the transaction of
business at any meeting of the board of directors, but if less than such
majority is present at a meeting, a majority of the directors present may
adjourn the meeting from time to time. Notice of any adjourned meeting shall be
given in the same manner as prescribed by Section 6 of this Article III.

     SECTION 8.   Manner of Acting.  The act of the majority of the directors
                  ----------------                                           
present at a meeting at which a quorum is present shall be the act of the board
of directors, unless a greater number is prescribed by these Bylaws, the
Certificate of Incorporation, or the General Corporation Law of the State of
Delaware.

     SECTION 9.   Action Without a Meeting.  Any action required or permitted to
                  ------------------------                                      
be taken by the board of directors at a meeting may be taken without a meeting
if a consent in writing, setting forth the action so taken, shall be signed by
all of the directors.

     SECTION 10.  Resignation.  Any director may resign at any time by sending a
                  -----------                                                   
written notice of such resignation to the home office or the administrative
office of the Corporation addressed to the chairman of the board or the
president. Unless otherwise specified herein, such resignation shall take effect
upon receipt thereof by the chairman of the board or the president.

     SECTION 11.  Vacancies.  Any vacancy occurring in the board of directors
                  ---------                                                  
shall be filled in accordance with the provisions of the Corporation's
Certificate of Incorporation. Any directorship to be filled by reason of an
increase in the number of directors may be filled by the affirmative vote of 
two-thirds of the directors then in office. The term of such director shall be
in accordance with the provisions of the Corporation's Certificate of
Incorporation.

                                       4
<PAGE>
 
     SECTION 12.  Removal of Directors.  Any director or the entire board of
                  --------------------                                      
directors may be removed only in accordance with the provisions of the
Corporation's Certificate of Incorporation.

     SECTION 13.  Compensation.  Directors, as such, may receive a stated fee
                  ------------                                               
for their services. By resolution of the board of directors, a reasonable fixed
sum, and reasonable expenses of attendance, if any, may be allowed for actual
attendance at each regular or special meeting of the board of directors. Members
of either standing or special committees may be allowed such compensation for
actual attendance at committee meetings as the board of directors may determine.
Nothing herein shall be construed to preclude any director from serving the
Corporation in any other capacity and receiving remuneration therefor.

     SECTION 14.  Presumption of Assent.  A director of the Corporation who is
                  ---------------------                                       
present at a meeting of the board of directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
his dissent or abstention shall be entered in the minutes of the meeting or
unless he shall file his written dissent to such action with the person acting
as the secretary of the meeting before the adjournment thereof or shall forward
such dissent by registered mail to the secretary of the Corporation immediately
after the adjournment of the meeting. Such right to dissent shall not apply to a
director who votes in favor of such action.

     SECTION 15.  Advisory Directors.  The board of directors may by resolution
                  ------------------                                           
appoint advisory directors or directors emeriti to the board, and shall have
such authority and receive such compensation and reimbursement as the board of
directors shall provide. Advisory directors or directors emeriti shall not have
the authority to participate by vote in the transaction of business.

                                   ARTICLE IV

                      Committees of the Board of Directors

     SECTION 1.   Appointment.  The board of directors, by resolution adopted by
                  -----------                                                   
a majority of the full board, may designate the president or chief executive
officer and two or more of the other directors to constitute an executive
committee. The designation of any committee pursuant to this Article IV and the
delegation of authority shall not operate to relieve the board of directors, or
any director, of any responsibility imposed by law or regulation.

     SECTION 2.   Authority.  The executive committee, when the board of
                  ---------                                             
directors is not in session, shall have and may exercise all of the authority of
the board of directors except to the extent, if any, that such authority shall
be limited by the resolution appointing the executive committee; and except also
that the executive committee shall not have the authority of the board of
directors with reference to: the declaration of dividends; the amendment of the
charter or bylaws of the Corporation, or recommending to the shareholders a plan
of merger, consolidation, or conversion; the sale, lease, or other disposition
of all or substantially all of the property and assets of the Corporation
otherwise than in the usual and regular course of its business; a voluntary
dissolution of the Corporation; a revocation of any of the foregoing; or the
approval of a transaction in which any member of the executive committee,
directly or indirectly, has any material beneficial interest.

     SECTION 3.   Tenure.  Subject to the provisions of Section 8 of this
                  ------                                                 
Article IV, each member of the executive committee shall hold office until the
next regular annual meeting of the board of directors following his or her
designation and until a successor is designated as a member of the executive
committee.

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


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

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

     SECTION 7.   Vacancies.  Any vacancy in the executive committee may be
                  ---------                                                
filled by a resolution adopted by a majority of the full board of directors.

     SECTION 8.   Resignations and Removal.  Any member of the executive
                  ------------------------                              
committee may be removed at any time with or without cause by resolution adopted
by a majority of the full board of directors. Any member of the executive
committee may resign from the executive committee at any time by giving written
notice to the president or secretary of the Corporation. Unless otherwise
specified, such resignation shall take effect upon its receipt; the acceptance
of such resignation shall not be necessary to make it effective.

     SECTION 9.   Procedure.  The executive committee shall elect a presiding
                  ---------                                                  
officer from its members and may fix its own rules of procedure which shall not
be inconsistent with these bylaws. It shall keep regular minutes of its
proceedings and report the same to the board of directors for its information at
the meeting held next after the proceedings shall have occurred.

     SECTION 10.  Other Committees.  The board of directors may by resolution
                  ----------------                                           
passed by a majority of the whole board establish an audit, loan, or other
committee composed of directors as they may determine to be necessary or
appropriate for the conduct of the business of the Corporation and may prescribe
the duties, constitution, and procedures thereof. Each committee shall consist
of one or more directors of the Corporation. The board may designate one or more
directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. The board of directors
shall have power, by the affirmative vote of a majority of the authorized number
of directors, at any time to change the members of, to fill vacancies in, and to
discharge any committee of the board. Any member of any such committee may
resign at any time by giving notice to the Corporation; provided, however, that
notice to the board, the chairman of the board, the president or chief executive
officer, the chairman of such committee, or the secretary shall be deemed to
constitute notice to the Corporation. Such resignation shall take effect upon
receipt of such notice or at any later time specified therein; and, unless
otherwise specified therein, acceptance of such resignation shall not be
necessary to make it effective. Any member of any such committee may be removed
at any time, either with or without cause, by the affirmative vote of a majority
of the authorized number of directors at any meeting of the board called for
that purpose.

                                   ARTICLE V

                                    Officers

     SECTION 1.   Positions.  The officers of the Corporation shall be a
                  ---------                                             
president, one or more vice presidents, a secretary and a treasurer, each of
whom shall be elected by the board of directors. The board of directors may also
designate the chairman of the board as an officer. The president shall be the
chief executive officer unless the board of directors designates the chairman of
the board as chief executive officer. The president shall be a director of the
Corporation. The offices of the secretary and treasurer may be held by the same
person and a vice president may also be either the secretary or the treasurer.
The board of directors may designate one or more vice presidents as executive
vice president or senior vice president. The board of directors may also elect
or authorize the appointment of such other officers as the business of the
Corporation may require. The officers shall have such authority and perform such
duties as the board of directors may from time to time authorize or determine.
In the absence of action by the board of directors, the officers shall have such
powers and duties as generally pertain to their respective offices.

                                       6
<PAGE>
 
     SECTION 2.   Election and Term of Office.  The officers of the Corporation
                  ---------------------------                                  
shall be elected annually by the board of directors at the first meeting of the
board of directors held after each annual meeting of the shareholders. If the
election of officers is not held at such meeting, such election shall be held as
soon thereafter as possible. Each officer shall hold office until his successor
shall have been duly elected and qualified or until his death or until he shall
resign or shall have been removed in the manner hereinafter provided. Election
or appointment of an officer, employee or agent shall not of itself create
contract rights. The board of directors may authorize the Corporation to enter
into an employment contract with any officer in accordance with state law; but
no such contract shall impair the right of the board of directors to remove any
officer at any time in accordance with Section 3 of this Article V.

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

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

     SECTION 5.   Remuneration.  The remuneration of the officers shall be fixed
                  ------------                                                  
from time to time by the board of directors and no officer shall be prevented
from receiving such salary by reason of the fact that he is also a director of
the Corporation.

                                   ARTICLE VI

                     Contracts, Loans, Checks and Deposits

     SECTION 1.   Contracts.  To the extent permitted by applicable law, and
                  ---------                                                 
except as otherwise prescribed by the Corporation's Certificate of Incorporation
or these Bylaws with respect to certificates for shares, the board of directors
may authorize any officer, employee, or agent of the Corporation to enter into
any contract or execute and deliver any instrument in the name of and on behalf
of the Corporation. Such authority may be general or confined to specific
instances.

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

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

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

                                  ARTICLE VII

                   Certificates for Shares and Their Transfer

     SECTION 1.   Certificates for Shares.  The shares of the Corporation shall
                  -----------------------                                      
be represented by certificates signed by the chairman of the board of directors
or by the president or a vice president and by the treasurer or by the secretary
of the Corporation, and may be sealed with the seal of the Corporation or a
facsimile thereof. Any or all of the signatures upon a certificate may be
facsimiles if the certificate is countersigned by a

                                       7
<PAGE>
 
transfer agent, or registered by a registrar, other than the Corporation itself
or an employee of the Corporation. If any officer who has signed or whose
facsimile signature has been placed upon such certificate shall have ceased to
be such officer before the certificate is issued, it may be issued by the
Corporation with the same effect as if he were such officer at the date of its
issue.

     SECTION 2.   Form of Share Certificates.  All certificates representing
                  --------------------------                                
shares issued by the Corporation shall set forth upon the face or back that the
Corporation will furnish to any shareholder upon request and without charge a
full statement of the designations, preferences, limitations, and relative
rights of the shares of each class authorized to be issued, the variations in
the relative rights and preferences between the shares of each such series so
far as the same have been fixed and determined, and the authority of the board
of directors to fix and determine the relative rights and preferences of
subsequent series.

     Each certificate representing shares shall state upon the face thereof:
that the Corporation is organized under the laws of the State of Delaware; the
name of the person to whom issued; the number and class of shares; the date of
issue; the designation of the series, if any, which such certificate represents;
the par value of each share represented by such certificate, or a statement that
the shares are without par value. Other matters in regard to the form of the
certificates shall be determined by the board of directors.

     SECTION 3.   Payment for Shares.  No certificate shall be issued for any
                  ------------------                                         
shares until such share is fully paid.

     SECTION 4.   Form of Payment for Shares.  The consideration for the
                  --------------------------                            
issuance of shares shall be paid in accordance with the provisions of the
Corporation's Certificate of Incorporation.

     SECTION 5.   Transfer of Shares.  Transfer of shares of capital stock of
                  ------------------                                         
the Corporation shall be made only on its stock transfer books. Authority for
such transfer shall be given only by the holder of record thereof or by his
legal representative, who shall furnish proper evidence of such authority, or by
his attorney thereunto authorized by power of attorney duly executed and filed
with the Corporation. Such transfer shall be made only on surrender for
cancellation of the certificate for such shares. The person in whose name shares
of capital stock stand on the books of the Corporation shall be deemed by the
Corporation to be the owner thereof for all purposes.

     SECTION 6.   Stock Ledger.  The stock ledger of the Corporation shall be
                  ------------                                               
the only evidence as to who are the stockholders entitled to examine the stock
ledger, the list required by Section 7 of Article II or the books of the
Corporation, or to vote in person or by proxy at any meeting of stockholders.

     SECTION 7.   Lost Certificates.  The board of directors may direct a new
                  -----------------                                          
certificate to be issued in place of any certificate theretofore issued by the
Corporation alleged to have been lost, stolen, or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen, or destroyed. When authorizing such issue of a new certificate,
the board of directors may, in its discretion and as a condition precedent to
the issuance thereof, require the owner of such lost, stolen, or destroyed
certificate, or his legal representative, to give the Corporation a bond in such
sum as it may direct as indemnity against any claim that may be made against the
Corporation with respect to the certificate alleged to have been lost, stolen,
or destroyed.

     SECTION 8.   Beneficial Owners.  The Corporation shall be entitled to
                  -----------------                                       
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and shall not be
bound to recognize any equitable or other claim to or interest in such shares on
the part of any other person, whether or not the Corporation shall have express
or other notice thereof, except as otherwise provided by law.

                                       8
<PAGE>
 
                                  ARTICLE VIII

                           Fiscal Year; Annual Audit

     The fiscal year of the Corporation shall end on the 31st day of December of
each year. The Corporation shall be subject to an annual audit as of the end of
its fiscal year by independent public accountants appointed by and responsible
to the board of directors.

                                   ARTICLE IX

                                   Dividends

     Subject to the provisions of the Certificate of Incorporation and
applicable law, the board of directors may, at any regular or special meeting,
declare dividends on the Corporation's outstanding capital stock. Dividends may
be paid in cash, in property or in the Corporation's own stock.

                                   ARTICLE X

                                 Corporate Seal

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

                                   ARTICLE XI

                                   Amendments

     In accordance with the Corporation's Certificate of Incorporation, these
Bylaws may be repealed, altered, amended or rescinded by the stockholders of the
Corporation only by vote of not less than 80% of the outstanding shares of
capital stock of the Corporation entitled to vote generally in the election of
directors (considered for this purpose as one class) cast at a meeting of the
stockholders called for that purpose (provided that notice of such proposed
repeal, alteration, amendment or rescission is included in the notice of such
meeting). In addition, the board of directors may repeal, alter, amend or
rescind these Bylaws by vote of two-thirds of the board of directors at a legal
meeting held in accordance with the provisions of these Bylaws.


     Effective as of February 18, 1999.

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