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                                                                     EXHIBIT 3.2


                        BYLAWS OF 3DFX INTERACTIVE, INC.
 
                           (AS AMENDED OCTOBER 1998)
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                               TABLE OF CONTENTS
 
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ARTICLE I. -- Principal Office..............................    1
  Section 1. Location of Principal Office...................    1
  Section 2. Other Business Offices.........................    1
ARTICLE II. -- Meetings of Shareholders.....................    1
  Section 1. Location of Meetings...........................    1
  Section 2. Annual Meetings................................    1
  Section 3. Special Meetings...............................    2
  Section 4. Quorum.........................................    3
  Section 5. Adjournment....................................    3
  Section 6. Record Date; Cumulative Voting.................    3
  Section 7. Waiver of Notice...............................    4
  Section 8. Action by Written Consent......................    4
  Section 9. Proxies........................................    6
  Section 10. Inspectors of Election........................    6
  Section 11. Nominations and Proposals.....................    7
ARTICLE III. -- Board of Directors..........................    8
  Section 1. Powers of the Board............................    8
  Section 2. Number of Directors............................    9
  Section 3. Election of Directors..........................    9
  Section 4. Vacancies; Resignation.........................    9
ARTICLE IV. -- Meetings of Directors........................   10
  Section 1. Location of Meetings...........................   10
  Section 2. Regular Meetings...............................   10
  Section 3. Special Meetings; Notice.......................   11
  Section 4. Quorum.........................................   11
  Section 5. Waiver of Notice...............................   11
  Section 6. Action by Written Consent......................   11
  Section 7. Committees.....................................   12
  Section 8. Compensation of Directors......................   12
  Section 9. Indemnification................................   12
ARTICLE V. -- Officers......................................   12
  Section 1. Designation of Officers........................   12
  Section 2. Chairman of the Board..........................   12
  Section 3. President......................................   12
  Section 4. Vice Presidents................................   13
  Section 5. Secretary......................................   13
  Section 6. Assistant Secretary............................   13
  Section 7. Treasurer......................................   13
  Section 8. Assistant Treasurer............................   13
ARTICLE VI. -- Miscellaneous................................   14
  Section 1. Record Date....................................   14
  Section 2. Inspection of Corporate Records................   14
  Section 3. Certificates for Shares........................   14
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  Section 4. Representation of Shares of Other
     Corporations...........................................   15
  Section 5. Inspection of Bylaws...........................   15
  Section 6. Construction and Definitions...................   15
ARTICLE VII. -- Amendments..................................   15
  Section 1. Amendment by Shareholders......................   15
  Section 2. Amendment by Board of Directors................   15
ARTICLE VIII. -- Annual and Other Reports...................   16
  Section 1. Annual Report to Shareholders..................   16
  Section 2. Request for Financial Statements...............   16
</TABLE>
 
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                                     BYLAWS
                                       OF
                             3DFX INTERACTIVE, INC.
 
                                   ARTICLE I.
 
                                PRINCIPAL OFFICE
 
     SECTION 1. Location of Principal Office. The principal executive office for
the transaction of the business of the corporation shall be established and
maintained by the board of directors at any place within or without the State of
California. The board of directors may change said principal executive office
from one location to another.
 
     SECTION 2. Other Business Offices. The board of directors may at any time
establish other business offices within or without the State of California.
 
                                  ARTICLE II.
 
                            MEETINGS OF SHAREHOLDERS
 
     SECTION 1. Location of Meetings. All meetings of the shareholders shall be
held at any place within or without the State of California which may be
designated either by the board of directors or by the written consent of all
shareholders entitled to vote thereat and not present at the meeting given
either before or after the meeting and filed with the secretary of the
corporation. In the absence of any such designation, shareholders' meetings
shall be held at the principal executive office of the corporation.
 
     SECTION 2. Annual Meetings. The annual meeting of the shareholders of the
corporation shall be held on such date and at such time as shall be determined
by the board of directors, not more than fifteen (15) months after the date of
the preceding annual meeting or, in the case of the first annual meeting, not
more than fifteen (15) months after the organization of the corporation. At such
meeting, directors shall be elected and any other proper business may be
transacted which is within the powers of the shareholders. Written notice of
each annual meeting shall be given to each shareholder entitled to vote either
personally or by first-class mail or other means of written communications
(which includes, without limitation and wherever used in these bylaws,
telegraphic and facsimile communication), charges prepaid, addressed to each
shareholder at the address appearing on the books of the corporation, or given
by the shareholder to the corporation for the purpose of notice. If any notice
or report addressed to the shareholder at the address of such shareholder
appearing on the books of the corporation is returned to the corporation by the
United States Postal Service marked to indicate that the United States Postal
Service is unable to deliver the notice or report to the shareholder at such
address, all future notices or reports shall be deemed to have been duly given
without further mailing if the same shall be available for the shareholder upon
written demand of the shareholder at the principal executive office of the
corporation for a period of one year from the date of the giving of the notice
or report to all other shareholders. If no address of a shareholder appears on
the books of the corporation or is given by the shareholder to the corporation,
notice is duly given to him if sent by mail or other means of written
communication addressed to the place where the principal executive office of the
corporation is located or if published at least once in a newspaper of general
circulation in the county in which said principal executive office is located.
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     All such notices shall be given to each shareholder entitled thereto not
less than ten (10) days nor more than sixty (60) days before each annual
meeting. Any such notice shall be deemed to have been given at the time when
delivered personally or deposited in the United States mail or delivered to a
common carrier for transmission to the recipient or actually transmitted by the
person giving the notice by electronic means to the recipient or sent by other
means of written communication. An affidavit of mailing of any such notice in
accordance with the foregoing provisions, executed by the secretary, assistant
secretary or transfer agent of the corporation shall be prima facie evidence of
the giving of the notice.
 
     Such notices shall state:
 
          (a) The place, date and hour of the meeting;
 
          (b) Those matters which the board, at the time of the mailing of the
     notice, intends to present for action by the shareholders;
 
          (c) If directors are to be elected, the names of nominees intended at
     the time of the notice to be presented by management for election;
 
          (d) The general nature of a proposal, if any, to take action with
     respect to the approval of (i) a contract or other transaction with an
     interested director, (ii) an amendment of the articles of incorporation,
     (iii) a reorganization of the corporation as defined in section 181 of the
     California General Corporation Law (the "General Corporation Law"), (iv) a
     voluntary dissolution of the corporation, or (v) a distribution in
     dissolution other than in accordance with the rights of outstanding
     preferred shares, if any; and
 
          (e) Such other matters, if any, as may properly come before the
     meeting or may be expressly required by statute.
 
     SECTION 3. Special Meetings. Special meetings of the shareholders, for the
purpose of taking any action permitted by the shareholders under the California
General Corporation Law, may be called at any time by the Board or, subject to
the provisions of this Section 3, by the Chair of the Board, the President, or
one or more shareholders holding not less than ten percent (10%) of the votes
entitled to be cast at the meeting. For a special meeting of the shareholders to
be properly brought by any person or persons other than the Board pursuant to
the preceding sentence, the person or persons calling the meeting must have
given timely notice thereof in writing to the Secretary of the Corporation and
the business proposed to be conducted at such meeting must otherwise be a proper
matter for shareholder action. To be timely, such notice shall be delivered to
the Secretary at the principal executive offices of the Corporation not later
than the close of business on the 60th day nor earlier than the close of
business on the 90th day prior to the date of the meeting proposed by the person
or persons calling the meeting. Such notice shall set forth (a) the proposed
date and time of the meeting, (b) as to each person whom the person or persons
calling the meeting propose to nominate for election or reelection as a director
all information relating to such nominee that is required to be disclosed in
solicitations of proxies for election of directors in an election contest, or is
otherwise required, in each case pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (or any successor thereto) and Rule 14a-11
thereunder (or any successor thereto) (including such nominee's written consent
to being named in the proxy statement as a nominee and to serving as a director
if elected); (c) as to any other business that the person or persons calling the
meeting proposes to bring before the
 
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meeting, a brief description of the business desired to be brought before the
meeting, the reasons for conducting such business at the meeting and any
material interest in such business of such person or persons and any other
person or entity, if any, on whose behalf the proposal is made; and (d) as to
any shareholders giving the notice (i) the name and address of such
shareholders, as they appear on the Corporation's books and (ii) the class and
number of shares of the Corporation which are owned beneficially and of record
by such shareholders. Upon notice meeting the requirements of this Section 3 by
any person or persons entitled to call a special meeting of shareholders, the
Corporation shall cause notice to be given to shareholders entitled to vote that
a meeting will be held. Except in special cases where other express provision is
made by statute, notice of special meetings shall be given in the same manner as
for annual meetings of shareholders. In addition, to the matters required by
items (i), and, if applicable, (ii) and (iii) of the preceding Section, notice
of any special meeting shall specify the general nature of the business to be
transacted, and no other business may be transacted at such meeting.
 
     SECTION 4. Quorum. The presence in person or by proxy of the holders of a
majority of the shares entitled to vote at any meeting shall constitute a quorum
for the transaction of business. The shareholders present at a duly called or
held meeting at which a quorum is present may continue to transact business
until adjournment, notwithstanding the withdrawal of enough shareholders to
leave less than a quorum, if any action taken (other than adjournment) is
approved by at least a majority of the shares required to constitute a quorum.
 
     SECTION 5. Adjournment. Any shareholders' meeting, annual or special,
whether or not a quorum is present, may be adjourned from time to time by the
vote of a majority of the shares, the holders of which are either present in
person or represented by proxy thereat, but in the absence of a quorum no other
business may be transacted at such meeting, except as provided in Section 4
above.
 
     When any meeting of shareholders, either annual or special, is adjourned to
another time or place, notice need not be given of the adjourned meeting if the
time and place thereof are announced at the meeting at which the adjournment is
taken, except that notice of the adjourned meeting shall be given to each
shareholder of record entitled to vote at an adjourned meeting in accordance
with Section 2 of this Article II if a new record date for the adjourned meeting
is fixed by the board of directors, or if the adjournment is for more than
forty-five (45) days from the date set for the original meeting. At any
adjourned meeting the corporation may transact any business which might have
been transacted at the original meeting.
 
     SECTION 6. Record Date; Cumulative Voting. Unless a record date for voting
purposes be fixed as provided in Section 1 of Article VI of these bylaws, then,
subject to the provisions of sections 702 to 704, inclusive, of the General
Corporation Law, only persons in whose names shares entitled to vote stand on
the stock records of the corporation at the close of business on the business
day next preceding the day on which notice of the meeting is given or if such
notice is waived, at the close of business on the business day next preceding
the day on which the meeting of shareholders is held (except that the record
date for shareholders entitled to give consent to corporate action without a
meeting shall be determined in accordance with Section 8 of this Article II)
shall be entitled to receive notice of and to vote at such meeting, and such day
shall be the record date for such meeting. Any shareholder entitled to vote on
any matter may vote part of the shares in favor of the proposal and refrain from
voting the remaining shares or vote them against the proposal (other than
elections of directors), but if the shareholder fails to
 
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specify the number of shares such shareholder is voting affirmatively, it will
be conclusively presumed that the shareholder's approving vote is with respect
to all shares such shareholder is entitled to vote. Such vote may be via voice
or by ballot; provided, however, that all elections for directors must be by
ballot upon demand made by a shareholder at any election and before the voting
begins. The affirmative vote of a majority of the shares represented and voting
at a duly held meeting at which a quorum is present (which shares voting
affirmatively shall constitute at least a majority of the required quorum) shall
be the act of the shareholders except as may otherwise be provided by (i)
Section 4 of this Article II, (ii) the cumulative voting provisions for the
election of directors as stated in this section below, and (iii) the General
Corporation Law or the articles of incorporation of this corporation (including
without limitation the provision that, upon the vote of the holder or holders of
shares representing fifty percent or more of the voting power of this
corporation, this corporation may elect voluntarily to wind up and dissolve).
Subject to the requirements of the next sentence, every shareholder entitled to
vote at any election for directors may cumulate his votes and give one candidate
a number of votes equal to the number of directors to be elected multiplied by
the number of votes to which his shares are normally entitled, or distribute his
votes on the same principle among as many candidates as he shall think fit. No
shareholder shall be entitled to cumulate votes unless such candidate or
candidates' names have been placed in nomination prior to the voting and the
shareholder has given notice at the meeting prior to the voting of the
shareholder's intention to cumulate his votes. If any one shareholder has given
such notice, all shareholders may cumulate their votes for candidates in
nomination. The candidates receiving the highest number of votes of shares
entitled to be voted for them, up to the number of directors to be elected,
shall be elected.
 
     SECTION 7. Waiver of Notice. The transactions of any meeting of
shareholders, either annual or special, however called and noticed, and wherever
held, shall be as valid as though they had been determined at a meeting duly
held after regular call and notice, if a quorum be present either in person or
by proxy, and if, either before or after the meeting, each person entitled to
vote, not present in person or by proxy, signs a written waiver of notice or a
consent to a holding of the meeting, or an approval of the minutes thereof. The
waiver of notice, consent or approval need not specify either the business to be
transacted or the purpose of any regular or special meeting of shareholders,
except that if action is taken or proposed to be taken for approval of any of
those matters specified in subparagraph (d) of the third paragraph of Section 2
of this Article II, the waiver of notice, consent or approval shall state the
general nature of such proposal. All such waivers, consents or approvals shall
be filed with the corporate records or made a part of the minutes of the
meeting.
 
     Attendance of a person at a meeting shall also constitute a waiver of
notice of such meeting, except when the person objects, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened, and except that attendance at a meeting is not a waiver of
any right to object to the consideration of matters required to be included in
the notice but not so included if such objection is expressly made at the
meeting.
 
     SECTION 8. Action by Written Consent. Directors may be elected without a
meeting by a consent in writing, setting forth the action so taken, signed by
all of the persons who would be entitled to vote for the election of directors;
in addition a director may be elected at any time to fill a vacancy (other than
a vacancy created by removal) not filled by the directors by the written consent
of persons holding a majority of the outstanding shares
 
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entitled to vote for the election of directors. Notice of such election shall be
given to nonconsenting shareholders if required by this Section 8.
 
     Any other action which, under any provision of the General Corporation Law,
may be taken at a meeting of the shareholders, may be taken without a meeting,
and without notice except as hereinafter set forth, if a consent in writing,
setting forth the action so taken, is signed by the holders of outstanding
shares having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted. All such consents shall be filed with the
secretary of the corporation and shall be maintained in the corporate records.
 
     Unless the consents of all shareholders entitled to vote have been
solicited in writing:
 
          (a) Notice of any proposed shareholder approval of (i) a contract or
     other transaction with an interested director; (ii) indemnification of an
     agent of the corporation as authorized by Section 9 of Article IV of these
     bylaws; (iii) a reorganization of the corporation as defined in section 181
     of the General Corporation Law; or (iv) a distribution in dissolution other
     than in accordance with the rights of outstanding preferred shares, if any,
     without a meeting by less than unanimous written consent, shall be given at
     least ten (10) days before the consummation of the action authorized by
     such approval; and
 
          (b) Prompt notice shall be given at the taking of any other corporate
     action approved by shareholders without a meeting by less than unanimous
     written consent, to those shareholders entitled to vote who have not
     consented in writing. Such notices shall be given as provided in Section 2
     of Article II of these Bylaws.
 
     Any shareholder of record or other person or entity seeking to have the
shareholders authorize or take corporate action by written consent shall, by
written notice to the Secretary, request the Board of Directors to fix a record
date pursuant to Section 6 hereof. The Board of Directors may, at any time
within ten (10) days after the date on which such a request is received, adopt a
resolution fixing the record date (unless a record date has previously been
fixed pursuant to Section 6 hereof). If no record date has been fixed by the
Board of Directors pursuant to Section 6 hereof or otherwise within ten (10)
days of the date on which such a request is received, the record date for
determining shareholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the Board of Directors is required by
applicable law, 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 principal place of business or to any officer or
agent of the Corporation having custody of the book in which proceedings of
meetings of shareholders are recorded. Delivery 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 applicable law, the record date for determining shareholders entitled to
consent to corporate action in writing without a meeting shall be at the close
of business on the date on which the Board of Directors adopts the resolution
taking such prior action.
 
     In the event of the delivery, in the manner provided by this Section 8(b),
to the Corporation of the requisite written consent or consents to take
corporate action and/or any related revocation or revocations, the Corporation
may engage independent inspectors of elections for the purpose of performing
promptly a ministerial review of the validity of the consents and revocations.
For the purpose of permitting the inspectors to perform such
 
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review, in the event such inspectors are appointed, no action by written consent
without a meeting shall be effective until such date as such appointed
independent inspectors certify to the Corporation that the consents delivered to
the Corporation in accordance herewith represent at least the minimum number of
votes that would be necessary to take the corporate action. Nothing contained in
this Section 8 shall in any way be construed to suggest or imply that the Board
of Directors or any shareholder shall not be entitled to contest the validity of
any consent or revocation thereof, whether before or after any certification by
any independent inspectors, or to take any other action (including, without
limitation, the commencement, prosecution or defense of any litigation with
respect thereto, and the seeking of injunctive relief in such litigation).
 
     Every written consent shall bear the date of signature of each shareholder
who signs the consent and no written consent shall be effective to take the
corporate action referred to therein unless, within sixty (60) days of the
earliest dated written consent received in accordance with this Section 8, a
written consent or consents signed by a sufficient number of holders to take
such action are delivered to the Corporation in the manner prescribed herein.
 
     Any shareholder giving a written consent, or the shareholder's proxyholder,
or a transferee of the shares, or a personal representative of the shareholder
or their respective proxyholders, may revoke the consent by a writing received
by the Corporation prior to the time that written consents by the number of
shares required to authorize the proposed action have been filed with the
Secretary of the Corporation, but may not do so thereafter. Such revocation is
effective upon its receipt by the Secretary of the Corporation.
 
     SECTION 9. Proxies. Every person entitled to vote shares or execute
consents shall have the right to do so either in person or by one or more agents
authorized by a written proxy executed by such person or his duly authorized
agent and delivered to the secretary of the corporation. A proxy shall be deemed
executed if the shareholder's name is placed on the proxy (whether by manual
signature, typewriting, telegraphic transmission or otherwise) by the
shareholder or the shareholder's attorney in fact. Any proxy duly executed which
does not state that it is irrevocable shall continue in full force and effect
until (i) a writing stating that the proxy is revoked is delivered to the
secretary of the corporation, (ii) a proxy bearing a later date is executed by
the person who executed the prior proxy and is presented to the meeting, (iii)
as to any meeting, by attendance at such meeting and voting in person by the
person executing the proxy or (iv) written notice of the death or incapacity of
the maker of such proxy is received by the corporation before the vote pursuant
thereto is counted; provided that no such proxy shall be valid after the
expiration of eleven (11) months from the date of its execution, unless
otherwise provided in the proxy. The revocability of a proxy which states on its
face that it is irrevocable shall be governed by the provisions of sections
705(e) and (f) of the General Corporation Law.
 
     SECTION 10. Inspectors of Election. In advance of any meeting of
shareholders, the board of directors may appoint any persons other than nominees
for office as inspectors of election to act at such meeting and any adjournment
thereof. If inspectors of election be not so appointed, the chairman of any such
meeting may, and on the request of any shareholder or his proxy shall, make such
appointment at the meeting. The number of inspectors shall be either one or
three. If appointed at a meeting on the request of one or more shareholders or
proxies, the majority of shares represented in person or by proxy shall
determine whether one or three inspectors are to be appointed. In case any
person appointed as inspector fails to appear or fails or refuses to act, the
vacancy may and on the request of any shareholder or a shareholder's proxy
shall, be filled by appointment by the
 
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board of directors in advance of the meeting, or at the meeting by the chairman
of the meeting.
 
     The duties of such inspectors shall be as prescribed by section 707 of the
General Corporation Law and shall include: determining the number of shares
outstanding and the voting power of each, the shares represented at the meeting,
the existence of a quorum, 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 when the polls shall close;
determining the result; and such acts as may be proper to conduct the election
or vote with fairness to all shareholders. In the determination of the validity
and effect of proxies the dates contained on the forms of proxy shall
presumptively determine the order of execution of the proxies, regardless of the
postmark dates on the envelopes in which they are mailed.
 
     The inspectors of election shall perform their duties impartially, in good
faith, to the best of their ability and as expeditiously as is practical. If
there are three inspectors of election, the decision, act or certificate of a
majority is effective in all respects as the decision, act or certificate of
all. Any report or certificate made by the inspectors of election is prima facie
evidence of the facts stated therein.
 
     SECTION 11. Nominations and Proposals. Nominations of persons for election
to the Board of Directors of the Corporation and the proposal of business to be
considered by the shareholders may be made at any meeting of shareholders only
(a) pursuant to the Corporation's notice of meeting, (b) by or at the direction
of the Board of Directors or (c) by any shareholder of the Corporation who was a
shareholder of record at the time of giving of notice provided for in these
bylaws, who is entitled to vote at the meeting and who complies with the notice
procedures set forth in this Section 11.
 
     For nominations or other business to be properly brought before a
shareholders meeting by a shareholder pursuant to clause (c) of the preceding
sentence, the shareholder must have given timely notice thereof in writing to
the Secretary of the Corporation and such other business must otherwise be a
proper matter for shareholder action. To be timely, a shareholder's notice shall
be delivered to the Secretary at the principal executive offices of the
Corporation not later than the close of business on the 60th day nor earlier
than the close of business on the 90th day prior to the meeting; provided,
however, that in the event that less than 65 days notice of the meeting is given
to shareholders, notice by the shareholder to be timely must be so delivered not
earlier than the close of business on the seventh (7th) day following the day on
which the notice of meeting was mailed. In no event shall the public
announcement of an adjournment of a shareholders meeting commence a new time
period for the giving of a shareholder's notice as described above. Such
shareholder's notice shall set forth (a) as to each person whom the shareholder
proposes to nominate for election or reelection as a director all information
relating to such person that is required to be disclosed in solicitations of
proxies for election of directors in an election contest, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended (or any successor thereto) and Rule 14a-11 thereunder
(or any successor thereto) (including such person's written consent to being
named in the proxy statement as a nominee and to serving as a director if
elected); (b) as to any other business that the shareholder proposes to bring
before the meeting, a brief description of the business desired to be brought
before the meeting, the reasons for conducting such business at the meeting and
any material interest in such business of such shareholder and the beneficial
owner, if any, on whose behalf the proposal
 
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<PAGE>   11
 
is made; and (c) as to the shareholder giving the notice and the beneficial
owner, if any, on whose behalf the nomination or proposal is made (i) the name
and address of such shareholder, as they appear on the Corporation's books, and
of such beneficial owner, and (ii) the class and number of shares of the
Corporation which are owned beneficially and of record by such shareholder and
such beneficial owner. Notwithstanding any provision herein to the contrary, no
business shall be conducted at a shareholders meeting except in accordance with
the procedures set forth in this Section 11.
 
                                  ARTICLE III.
 
                               BOARD OF DIRECTORS
 
     SECTION 1. Powers of the Board. Subject to the provisions of the General
Corporation Law and any limitations in the articles of incorporation and these
bylaws as to action to be authorized or approved by the shareholders, the
business and affairs of the corporation shall be managed and all corporate
powers shall be exercised by or under the direction of the board of directors.
Without prejudice to such general powers, but subject to the same limitations,
it is hereby expressly declared that the board of directors shall have the
following powers:
 
          First: To conduct, manage and control the affairs and business of the
     corporation and to make such rules and regulations therefor, not
     inconsistent with law or with the articles of incorporation or with these
     bylaws, as they may deem best;
 
          Second: To elect and remove at pleasure the officers, agents and
     employees of the corporation, prescribe their duties and fix their
     compensation;
 
          Third: To authorize the issue of shares of stock of the corporation
     from time to time upon such terms as may be lawful, in consideration of
     money paid, labor done, services actually rendered to the corporation or
     for its benefit or in its formation or reorganization, debts or securities
     canceled, and tangible or intangible property actually received, but
     neither promissory notes of the purchaser (unless adequately secured by
     collateral other than the shares acquired or unless permitted by section
     408 of the General Corporation Law) nor future services shall constitute
     payment or part payment for the shares of the corporation;
 
          Fourth: To borrow money and incur indebtedness for the purposes of the
     corporation and to cause to be executed and delivered therefor, in the
     corporate name, promissory notes, bonds, debentures, deeds of trust,
     mortgages, pledges, hypothecations or other evidences of debt and
     securities therefor;
 
          Fifth: To alter, repeal or amend, from time to time, and at any time,
     these bylaws and any and all amendments of the same, and from time to time,
     and at any time, to make and adopt such new and additional bylaws as may be
     necessary and proper, subject to the power of the shareholders to adopt,
     amend or repeal such bylaws, or to revoke the delegation of authority of
     the directors, as provided by law or by Article VIII of these bylaws; and
 
          Sixth: By resolution adopted by a majority of the authorized number of
     directors, to designate an executive and/or other committees, each
     consisting of two or more directors, to serve at the pleasure of the board,
     and to prescribe the manner in which proceedings of such committee shall be
     conducted. The appointment of members or
 
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<PAGE>   12
 
     alternate members (who may replace any absent member at any meeting of the
     committee) of a committee requires the vote of a majority of the authorized
     number of directors. Any such committee, to the extent provided in a
     resolution of the board, shall have all of the authority of the board,
     except with respect to:
 
             (i) The approval of any action for which the General Corporation
        Law or the articles of incorporation also require shareholder approval;
 
             (ii) The filling of vacancies on the board or in any committee;
 
             (iii) The fixing of compensation of the directors for serving on
        the board or on any committee;
 
             (iv) The adoption, amendment or repeal of bylaws;
 
             (v) The amendment or repeal of any resolution of the board which by
        its express terms is not so amendable or repealable;
 
             (vi) Any distribution to the shareholders, except at a rate or in a
        periodic amount or within a price range determined by the board; and
 
             (vii) The appointment of other committees of the board or the
        members thereof.
 
     SECTION 2. Number of Directors. The number of directors of the corporation
shall be not less than five (5) nor more than seven (7). The exact number of
directors shall be seven (7) until changed, within the limits specified above,
by a bylaw amending this Section 3.2, duly adopted by the board of directors or
by the shareholders. The indefinite number of directors may be changed, or a
definite number may be fixed without provision for an indefinite number, by a
duly adopted amendment to the articles of incorporation or by an amendment to
this bylaw duly adopted by the vote or written consent of holders of a majority
of the outstanding shares entitled to vote; provided, however, that an amendment
reducing the fixed number of or the minimum number of directors to a number less
than five (5) cannot be adopted if the votes cast against its adoption at a
meeting, or the shares not consenting in the case of an action by written
consent, are equal to more than sixteen and two-thirds percent (16 2/3%) of the
outstanding shares entitled to vote thereon. No amendment may change the stated
maximum number of authorized directors to a number greater than two (2) times
the stated minimum number of directors minus one (1). No reduction of the
authorized number of directors shall have the effect of removing any director
before the director's term of office expires.
 
     SECTION 3. Election of Directors. The directors shall be elected at each
annual meeting of shareholders, but if any such annual meeting is not held or
the directors are not elected thereat, the directors may be elected at any
special meeting of shareholders held for that purpose. Each director, including
a director elected to fill a vacancy, shall hold office until his successor is
elected, except as otherwise provided by statute.
 
     SECTION 4. Vacancies; Resignation. A vacancy in the board of directors
shall be deemed to exist in case of the death, resignation or removal of any
director, if the authorized number of directors be increased, or if the
shareholders fail, at any annual or special meeting of shareholders at which any
director or directors are elected, to elect the full authorized number of
directors to be voted for at that meeting. The board of directors may declare
vacant the office of a director who has been declared of unsound mind by an
order of court or has been convicted of a felony.
 
                                        9
<PAGE>   13
 
     Vacancies in the board of directors, except for a vacancy created by the
removal of a director, may be filled by a majority of the directors then in
office, whether or not less than a quorum, or by a sole remaining director, and
each director so elected shall hold office until his successor is elected at an
annual or a special meeting of the shareholders. A vacancy in the board of
directors created by the removal of a director may only be filled by the vote of
a majority of the shares represented and voting at a duly held meeting at which
a quorum is present (which shares voting affirmatively also constitute at least
a majority of the required quorum), or by the written consent of the holders of
all of the outstanding shares.
 
     The shareholders may elect a director or directors at any time to fill any
vacancy or vacancies not filled by the directors. Any such election by written
consent other than to fill a vacancy created by removal shall require the
consent of holders of a majority of the outstanding shares entitled to vote.
 
     Any director may resign effective upon giving written notice to the
chairman of the board, the president, the secretary or the board of directors of
the corporation, unless the notice specifies a later time for the effectiveness
of such resignation. If the board of directors accepts the resignation of a
director tendered to take effect at a future time, the board or the shareholders
shall have power to elect a successor to take office when the resignation is to
become effective.
 
     No reduction of the authorized number of the directors shall have the
effect of removing any director prior to the expiration of his term of office.
 
                                  ARTICLE IV.
 
                             MEETINGS OF DIRECTORS
 
     SECTION 1. Location of Meetings. Regular meetings of the board of directors
shall be held at any place within or without the State of California that has
been designated from time to time by the board of directors. In the absence of
such designation, regular meetings shall be held at the principal executive
office of the corporation, except as provided in Section 2. Special meetings of
the board of directors may be held at any place within or without the State of
California which has been designated in the notice of the meeting, or, if not
designated in the notice or if there is no notice, at the principal executive
office of the corporation.
 
     SECTION 2. Regular Meetings. Immediately following each annual meeting of
the shareholders there shall be a regular meeting of the board of directors of
the corporation at the place of said annual meeting or at such other place as
shall have been designated by the board of directors for the purpose of
organization, election of officers and the transaction of other business. Other
regular meetings of the board of directors shall be held without call on such
date and time as may be fixed by the board of directors; provided, however, that
should any such day fall on a legal holiday, then said meeting shall be held at
the same time on the next business day thereafter ensuing which is not a legal
holiday. Notice of regular meetings of the directors is hereby dispensed with
and no notice whatever of any such meeting need be given, provided that notice
of any change in the time or place of regular meetings shall be given to all of
the directors in the same manner as notice for special meetings of the board of
directors.
 
                                       10
<PAGE>   14
 
     SECTION 3. Special Meetings; Notice. Special meetings of the board of
directors for any purpose or purposes may be called at any time by the chairman
of the board or president or, if both the chairman of the board and the
president are absent or are unable or refuse to act, by any vice president or by
any two directors. Notice of the time and place of special meetings shall be
delivered personally or by telephone to each director, or sent by first-class
mail or telegram or facsimile transmission, charges prepaid, addressed to him at
his address as it appears upon the records of the corporation or, if it is not
so shown on the records and is not readily ascertainable, at the place at which
the meetings of the directors are regularly held. In case such notice is mailed,
it shall be deposited in the United States mail at least four (4) days prior to
the time of the holding of the meeting. In case such notice is delivered
personally, telephoned, telegraphed or sent by facsimile transmission, it shall
be delivered to the director or transmitted to the director at least forty-eight
(48) hours prior to the time of the holding of the meeting. Any notice given
personally or by telephone, telegraph or facsimile may be communicated to either
the director or to a person at the office of the director whom the person giving
the notice has reason to believe will promptly communicate it to the director.
Such deposit in the mail, delivery to a common carrier, transmission by
electronic means or delivery, personally or by telephone, as above provided,
shall be due, legal and personal notice to such directors. The notice need not
specify the place of the meeting if the meeting is to be held at the principal
executive office of the corporation, and need not specify the purpose of the
meeting.
 
     SECTION 4. Quorum. Presence of a majority of the authorized number of
directors at a meeting of the board of directors constitutes a quorum for the
transaction of business, except as hereinafter provided. Members of the board
may participate in a meeting through use of conference telephone or similar
communications equipment, so long as all members participating in such meeting
can hear one another. Every act or decision done or made by a majority of the
directors present at a meeting duly held at which a quorum is present shall be
regarded as the act of the board of directors, subject to the provisions of
sections 310, 311 and 317 of the General Corporation Law. A meeting at which a
quorum is initially present may continue to transact business notwithstanding
the withdrawal of directors, provided that any action taken is approved by at
least a majority of the required quorum for such meeting. A majority of the
directors present, whether or not a quorum is present, may adjourn any meeting
to another time and place. If the meeting is adjourned for more than twenty-four
(24) hours, notice of any adjournment to another time or place (other than
adjournments until the time fixed for the next regular meeting of the board of
directors, as to which no notice is required) shall be given prior to the time
of the adjourned meeting to the directors who were not present at the time of
the adjournment.
 
     SECTION 5. Waiver of Notice. Notice of a meeting need not be given to any
director who signs a waiver of notice or a consent to holding the meeting or an
approval of the minutes thereof, whether before or after the meeting, or who
attends the meeting without protesting, prior thereto or at its commencement,
the lack of notice to such director. All such waivers, consents and approvals
shall be filed with the corporate records or made a part of the minutes of the
meeting.
 
     SECTION 6. Action by Written Consent. Any action required or permitted to
be taken by the board of directors, may be taken without a meeting if all
members of the board shall individually or collectively consent in writing to
such action. Such written consent or consents shall be filed with the minutes of
the proceedings of the board. Such
 
                                       11
<PAGE>   15
 
action by written consent shall have the same force and effect as a unanimous
vote of such directors.
 
     SECTION 7. Committees. The provisions of this Article IV shall also apply,
with necessary changes in points of detail, to committees of the board of
directors, if any, and to actions by such committees (except for the first
sentence of Section 2 of Article IV, which shall not apply, and except that
special meetings of a committee may also be called at any time by any two
members of the committee), unless otherwise provided by these bylaws or by the
resolution of the board of directors designating such committees. For such
purpose, references to "the board" or "the board of directors" shall be deemed
to refer to each such committee and references to "directors" and "members of
the board" shall be deemed to refer to members of the committee.
 
     SECTION 8. Compensation of Directors. Directors and members of committees
may receive such compensation, if any, for their services, and such
reimbursement for expenses, as may be fixed or determined by resolution of the
board.
 
     SECTION 9. Indemnification. The corporation shall, to the maximum extent
permitted by the General Corporation Law, indemnify each of its agents against
expenses, judgments, fines, settlements and other amounts actually and
reasonably incurred in connection with any proceeding arising by reason of the
fact that any such person is or was an agent of the corporation. For purposes of
this Section, an "agent" of the corporation includes any person who is or was a
director, officer, employee or other agent of the corporation, or who is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, or who was a director, officer, employee or agent of a corporation
which was a predecessor of the corporation or of another enterprise at the
request of such predecessor corporation.
 
                                   ARTICLE V.
 
                                    OFFICERS
 
     SECTION 1. Designation of Officers. The officers of the corporation shall
be a chairman of the board or a president, or both, a secretary, and a
treasurer, who shall also be the chief financial officer of the corporation. The
corporation may also have, at the discretion of the board of directors, one or
more vice presidents, one or more assistant secretaries, one or more assistant
treasurers, and such other officers as may be designated from time to time by
the board of directors. Any number of offices may be held by the same person.
The officers shall be elected by the board of directors and shall hold office at
the pleasure of such board.
 
     SECTION 2. Chairman of the Board. The chairman of the board, if there be
such officer, shall, if present, preside at all meetings of the board of
directors and exercise and perform such other powers and duties as may be from
time to time assigned to him by the board of directors or prescribed by the
bylaws. If there is not a president, the chairman of the board shall, in
addition, be the general manager and chief executive officer of the corporation
and shall have the powers and duties prescribed in Section 3 of Article V of
these bylaws.
 
     SECTION 3. President. Subject to such powers and duties, if any, as may be
prescribed by these bylaws or the board of directors for the chairman of the
board, if there
 
                                       12
<PAGE>   16
 
be such officer, the president shall be the general manager and chief executive
officer of the corporation and shall, subject to the control of the board of
directors, have general supervision, direction and control of the business and
officers of the corporation. He shall preside at all meetings of the
shareholders and, in the absence of the chairman of the board, or if there be
none, at all meetings of the board of directors. He shall have all of the powers
and shall perform all of the duties which are ordinarily inherent in the office
of the president, and he shall have such further powers and shall perform such
further duties as may be prescribed for him by the board of directors.
 
     SECTION 4. Vice Presidents. In the absence or disability or refusal to act
of the president, the vice presidents in order of their rank as fixed by the
board of directors, or, if not ranked, the vice president designated by the
president or the board of directors, shall perform all of the duties of the
president and when so acting shall have all the powers of and be subject to all
the restrictions upon the president. The vice presidents shall have such other
powers and perform such other duties as from time to time may be prescribed for
them, respectively, by the board of directors or the bylaws.
 
     SECTION 5. Secretary. The secretary shall keep or cause to be kept at the
principal executive office of the corporation or such other place as the board
of directors may order, a book of minutes of all proceedings of the
shareholders, the board of directors and committees of the board, with the time
and place of holding, whether regular or special, and if special how authorized,
the notice thereof given, the names of those present at directors' and committee
meetings, and the number of shares present or represented at shareholders'
meetings. The secretary shall keep or cause to be kept at the principal
executive office or at the office of the corporation's transfer agent a record
of shareholders or a duplicate record of shareholders showing the names of the
shareholders and their addresses, the number of shares and classes of shares
held by each, the number and date of certificates issued for the same and the
number and date of cancellation of every certificate surrendered for
cancellation. The secretary or an assistant secretary, or, if they are absent or
unable or refuse to act, any other officer of the corporation, shall give or
cause to be given notice of all the meetings of the shareholders, the board of
directors and committees of the board required by the bylaws or by law to be
given, and he shall keep the seal of the corporation, if any, in safe custody
and shall have such other powers and perform such other duties as may be
prescribed by the board of directors or by the bylaws.
 
     SECTION 6. Assistant Secretary. It shall be the duty of the assistant
secretaries to assist the secretary in the performance of his duties and
generally to perform such other duties as may be delegated to them by the board
of directors.
 
     SECTION 7. Treasurer. The treasurer shall be the chief financial officer of
the corporation and shall keep and maintain, or cause to be kept and maintained,
adequate and correct books and records of account of the corporation. He shall
receive and deposit all moneys and other valuables belonging to the corporation
in the name and to the credit of the corporation and shall disburse the same
only in such manner as the board of directors or the appropriate officers of the
corporation may from time to time determine, shall render to the president and
the board of directors, whenever they request it, an account of all his
transactions as treasurer and of the financial condition of the corporation, and
shall perform such further duties as the board of directors may require.
 
     SECTION 8. Assistant Treasurer. It shall be the duty of the assistant
treasurers to assist the treasurer in the performance of his duties and
generally to perform such other duties as may be delegated to them by the board
of directors.
 
                                       13
<PAGE>   17
 
                                  ARTICLE VI.
 
                                 MISCELLANEOUS
 
     SECTION 1. Record Date. The board of directors may fix a time in the future
as a record date for the determination of the shareholders entitled to notice of
and to vote at any meeting of shareholders or entitled to give consent to
corporate action in writing without a meeting, to receive any report, to receive
any dividend or distribution, or any allotment of rights, or to exercise rights
in respect to any change, conversion, or exchange of shares. The record date so
fixed shall be not more than sixty (60) days nor less than ten (10) days prior
to the date of any meeting, nor more than sixty (60) days prior to any other
event for the purposes of which it is fixed. When a record date is so fixed,
only shareholders of record at the close of business on that date are entitled
to notice of and to vote at any such meeting, to give consent without a meeting,
to receive any report, to receive a dividend, distribution, or allotment of
rights, or to exercise the rights, as the case may be, notwithstanding any
transfer of any shares on the books of the corporation after the record date,
except as otherwise provided by statute or in the articles of incorporation or
bylaws.
 
     If the board of directors does not so fix a record date:
 
          (a) The record date for determining shareholders entitled to notice of
     or to vote at a meeting of shareholders shall be at the close of business
     on the business day next preceding the day on which notice is given or, if
     notice is waived, at the close of business on the business day next
     preceding the day on which the meeting is held.
 
          (b) The record date for determining shareholders entitled to give
     consent to corporate action in writing without a meeting, when no prior
     action by the board has been taken, shall be the day on which the first
     written consent is given.
 
          (c) The record date for determining shareholders for any other purpose
     shall be at the close of business on the day on which the board adopts the
     resolution relating thereto, or the sixtieth (60th) day prior to the date
     of such other action, whichever is later.
 
     SECTION 2. Inspection of Corporate Records. The accounting books and
records, the record of shareholders, and minutes of proceedings of the
shareholders and the board and committees of the board of this corporation and
any subsidiary of this corporation shall be open to inspection upon the written
demand on the corporation of any shareholder or holder of a voting trust
certificate at any reasonable time during usual business hours, for a purpose
reasonably related to such holder's interests as a shareholder or as the holder
of such voting trust certificate. Such inspection by a shareholder or holder of
a voting trust certificate may be made in person or by agent or attorney, and
the right of inspection includes the right to copy and make extracts.
 
     Every director shall have the absolute right at any reasonable time to
inspect and copy all books, records and documents of every kind and to inspect
the physical properties of the corporation and its subsidiary corporations. Such
inspection by a director may be made in person or by agent or attorney and the
right of inspection includes the right to copy and make extracts.
 
     SECTION 3. Certificates for Shares. Every holder of shares in the
corporation shall be entitled to have a certificate signed in the name of the
corporation by the chairman or vice chairman of the board or the president or a
vice president and by the treasurer or an
 
                                       14
<PAGE>   18
 
assistant treasurer or the secretary or any assistant secretary, certifying the
number of shares and the class or series of shares owned by the shareholder. Any
or all of the signatures on the certificate may be facsimile.
 
     Any such certificate shall contain such legend or other statement as may be
required by the California Corporate Securities Law of 1968, the Federal
securities laws, and any agreement between the corporation and the issuee
thereof.
 
     Certificates for shares may be issued prior to full payment under such
restrictions and for such purposes as the board of directors or the bylaws may
provide; provided, however, that any such certificate so issued prior to full
payment shall state on the face thereof the amount remaining unpaid and the
terms of payment thereof.
 
     SECTION 4. Representation of Shares of Other Corporations. The president or
any vice president or the secretary or any assistant secretary of this
corporation is authorized to vote, represent and exercise on behalf of this
corporation all rights incident to any and all shares of any other corporation
or corporations standing in the name of this corporation. The authority herein
granted to said officers to vote or represent on behalf of this corporation any
and all shares held by this corporation in any other corporation or corporations
may be exercised either by such officers in person or by any other person
authorized so to do by proxy or power of attorney duly executed by said
officers.
 
     SECTION 5. Inspection of Bylaws. The corporation shall keep in its
principal executive office in California, or if its principal executive office
is not in California, then at its principal business office in California (or
otherwise provide upon written request of any shareholder), the original or a
copy of the bylaws as amended to date, certified by the secretary, which shall
be open to inspection by the shareholders at all reasonable times during office
hours.
 
     SECTION 6. Construction and Definitions. Unless the context otherwise
requires, the general provisions, rules of construction and definitions
contained in the General Corporation Law shall govern the construction of these
bylaws. Without limiting the generality of the foregoing, the masculine gender
includes the feminine and neuter, the singular number includes the plural and
the plural number includes the singular, and the term "person" includes a
corporation as well as a natural person.
 
                                  ARTICLE VII.
 
                                   AMENDMENTS
 
     SECTION 1. Amendment by Shareholders. New bylaws may be adopted or these
bylaws may be amended or repealed by the affirmative vote or written consent of
a majority of the outstanding shares entitled to vote, except as otherwise
provided by law or by the articles of incorporation or these bylaws.
 
     SECTION 2. Amendment by Board of Directors. Subject to the right of
shareholders as provided in Section 1 of this Article to adopt, amend or repeal
bylaws, and except as otherwise provided by law or by the articles of
incorporation, bylaws (other than a bylaw or amendment thereof changing the
authorized maximum or minimum number of directors) may be adopted, amended or
repealed by the board of directors.
 
                                       15
<PAGE>   19
 
                                 ARTICLE VIII.
 
                            ANNUAL AND OTHER REPORTS
 
     SECTION 1. Annual Report to Shareholders.
 
          (a) So long as the corporation shall have fewer than one hundred
     shareholders of record (determined as provided in section 605 of the
     General Corporation Law), the requirement of section 1501(a) of said law
     that an annual report be sent to the shareholders is expressly waived.
 
          (b) Notwithstanding subdivision (a) of this Section, the corporation
     shall, upon the written request of any shareholder made more than one
     hundred twenty (120) days after the close of a fiscal year, deliver or mail
     to the person making the request, within thirty (30) days thereafter, the
     financial statements required by section 1501(a) of the General Corporation
     Law.
 
     SECTION 2. Request for Financial Statements. A shareholder or shareholders
holding at least five percent (5%) of the outstanding shares of any class of the
corporation may make a written request to the corporation for an income
statement of the corporation for the three-month, six-month or nine-month period
of the current fiscal year ended more than thirty (30) days prior to the date of
the request and a balance sheet of the corporation as of the end of such period
and, in addition, if no annual report for the last fiscal year has been sent to
shareholders, the statements referred to in section 1501(a) of the General
Corporation Law for the last fiscal year. The corporation shall deliver or mail
the statements to the person making the request within thirty (30) days
thereafter. A copy of any such statements shall be kept on file in the principal
executive office of the corporation for twelve (12) months and they shall be
exhibited at all reasonable times to any shareholder demanding an examination of
them or a copy shall be mailed to such shareholder. The quarterly income
statements and balance sheets referred to in this Section shall be accompanied
by the report thereon, if any, of any independent accountants engaged by the
corporation or the certificate of an authorized officer of the corporation that
such financial statements were prepared without audit from the books and records
of the corporation.
 
                                       16