<PAGE>

                                                                     EXHIBIT 3.2


                              RESTATED AND AMENDED
                                     BYLAWS
                                       OF
                          ADVANCED RADIO TELECOM CORP.
                (f/k/a Advanced Radio Technologies Corporation)

                            (a Delaware corporation)

                           Effective November 5, 1996
                           --------------------------

                                   ARTICLE I
                                   ---------

                                  STOCKHOLDERS
                                  ------------

     1.   CERTIFICATES REPRESENTING STOCK.  Certificates representing stock in
          -------------------------------
the Corporation shall be signed by, or in the name of, the Corporation by the
Chairman or Vice-Chairman of the Board of Directors, if any, or by the President
or a Vice President and by the Treasurer or an Assistant Treasurer or the
Secretary or an Assistant Secretary of the Corporation. Any or all the
signatures on any such certificate may be a facsimile.  In case any officer,
transfer agent, or registrar who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer, transfer
agent, or registrar before such certificate is issued, it may be issued by the
Corporation with the same effect as if he were such officer, transfer agent or
registrar at the date of issue.

     Whenever the Corporation shall be authorized to issue more than one class
of stock or more than one series of any class of stock, and whenever the
Corporation shall issue any shares of its stock as partly paid stock, the
certificates representing shares of any such class or series or of any such
partly paid stock shall set forth thereon the statements prescribed by the
General Corporation Law.  Any restrictions on the transfer or registration of
transfer of any shares of stock of any class or series shall be noted
conspicuously on the certificate representing such shares.

     The Corporation may issue a new certificate of stock or uncertificated
shares in place of any certificate thereto for issued by it, alleged to have
been lost, stolen, or destroyed, and the Board of Directors may require the
owner of the lost, stolen, or destroyed certificate, or his legal
<PAGE>

representative, to give the Corporation a bond sufficient to indemnify the
Corporation against any claim that may be made against it on account of the
alleged loss, theft, or destruction of any such certificate or the issuance of
any such new certificate or uncertificated shares.

     2.   UNCERTIFICATED SHARES.  Subject to any conditions imposed by the
          ---------------------
General Corporation Law, the Board of Directors of the Corporation may provide
by resolution or resolutions that some or all of any or all classes or series of
the stock of the Corporation shall be uncertificated shares.  Within a
reasonable time after the issuance or transfer of any uncertificated shares, the
Corporation shall send to the registered owner thereof any written notice
prescribed by the General Corporation Law.

     3.   FRACTIONAL SHARE INTERESTS.  The Corporation may, but shall not be
          --------------------------
required to, issue fractions of a share.  If the Corporation does not issue
fractions of a share, it shall (1) arrange for the disposition of fractional
interests by those entitled thereto, (2) pay in cash fair value of fractions of
a share as of the time when those entitled to receive such fractions are
determined, or (3) issue scrip or warrants in registered form (either
represented by a certificate or uncertificated) or bearer form (represented by a
certificate) which shall entitle the holder to receive a full share upon the
surrender of such scrip or warrants aggregating a full share.  A certificate for
a fractional share or an uncertificated fractional share shall, but scrip or
warrants shall not unless otherwise provided therein, entitle the holder to
exercise voting rights, to receive dividends thereon, and to participate in any
of the assets of the Corporation in the event of liquidation.  The Board of
Directors may cause scrip or warrants to be issued subject to the conditions
that they shall become void if not exchanged for certificates representing the
full shares or uncertificated full shares before a specified date, or subject to
the conditions that the shares for which scrip or warrants are exchangeable may
be sold by the Corporation and the proceeds thereof distributed to the holders
of scrip or warrants, or subject to any other conditions which the Board of
Directors may impose.

     4.   STOCK TRANSFERS.
          ---------------

          (a) Upon compliance with provisions restricting the transfer or
registration of transfer of shares of stock, if any, transfers or registration
of transfers of shares of stock of the Corporation shall be made only on the
stock ledger of the Corporation by the registered holder thereof, or by his
attorney thereunto authorized by power of attorney duly executed and filed with
the Secretary of the Corporation or with a transfer agent or a registrar, if
any, and, in the case of shares represented by certificates, on surrender of the
certificate or certificates for such shares of stock properly endorsed and the
payment of all taxes due thereon.

                                      -2-
<PAGE>

          (b) No shares of stock of any class or series outstanding at any time
shall be owned of record or beneficially by a person whose ownership thereof
would constitute a violation of Section 310 of the Communications Act of 1934,
as amended, or any similar or successor federal statutes.

          (c) The Corporation may, in its sole discretion, redeem any
outstanding shares of stock of any class or series which are owned in violation
of Section 4.1(b) above.  Shares redeemed by the Corporation under this
subparagraph (c) may be redeemed for cash, property or rights, including
securities of the Corporation or another corporation, at their fair market value
at the time of redemption.  The Board of Directors of the Corporation shall have
sole discretion to determine whether shares are owned in violation of Section
4.1(b) hereof, the fair market value of any shares to be redeemed, and the value
of any non-cash consideration to be provided for such shares in any such
redemption.

          (d) The Corporation will furnish to any stockholder, upon request and
without charge, copies of the certificate of incorporation, by-laws, and any
applicable resolutions of the Board of Directors of the Corporation adopted for
the purpose of ensuring the control of the Corporation remains with loyal
citizens of the United States as required by the Communications Act of 1934, as
amended.

     5.   RECORD DATE FOR STOCKHOLDERS.  In order that the Corporation may
          ----------------------------
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, the Board of Directors may fix a record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Directors, and which record
date shall not be more than sixty nor less than ten days before the date of such
meeting.  If no record date is fixed by the Board of Directors, the record date
of determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned meeting.
In order that the Corporation may determine the stockholders entitled to consent
to corporate action in writing without a meeting, the Board of Directors may fix
a record date, which record date shall not precede the date upon which the
resolution fixing the

                                      -3-
<PAGE>

 record date is adopted by the Board of Directors, and which date shall not be
more than ten days after the date upon which the resolution fixing the record
date is adopted by the Board of Directors. If no record date has been fixed by
the Board of Directors, the record date for determining the stockholders
entitled to consent to corporate action in writing without a meeting, when no
prior action by the Board of Directors is required by the General Corporation
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 registered office in the State of Delaware, its principal place of
business, or an officer or agent of the Corporation having custody of the book
in which proceedings of meetings of stockholders are recorded. Delivery made to
the Corporation's registered office 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
the General Corporation Law, the record date for determining stockholders
entitled to consent to corporate action in writing without a meeting shall be at
the close of business on the day on which the Board of Directors adopts the
resolution taking such prior action. In order that the Corporation may determine
the stockholders entitled to receive payment of any dividend or other
distribution or allotment of any rights or the stockholders entitled to exercise
any rights in respect of any change, conversion, or exchange of stock, or for
the purpose of any other lawful action, the Board of Directors may fix a record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted, and which record date shall be not more than
sixty days prior to such action. If no record date is fixed, the record date for
determining stockholders for any such purpose shall be at the close of business
on the day on which the Board of Directors adopts the resolution relating
thereto.

     6.   MEANING OF CERTAIN TERMS.  As used herein in respect of the right to
          ------------------------
notice of a meeting of stockholders or a waiver thereof or to participate or
vote thereat or to consent or dissent in writing in lieu of a meeting, as the
case may be, the term "share" or "shares" or "share of stock" or "shares of
stock" or "stockholder" or "stockholders" refers to an outstanding share or
shares of stock and to a holder or holders of record of outstanding shares of
stock when the Corporation is authorized to issue only one class of shares of
stock, and said reference is also intended to include any outstanding share or
shares of stock and any holder or holders of record of outstanding shares of
stock of any class upon which or upon whom the certificate of incorporation
confers such rights where there are two or more classes or series of shares of
stock or upon which or upon whom the General Corporation Law confers such rights
notwithstanding that the certificate of incorporation may provide for more than
one class or series of shares of stock, one or more of which are limited or
denied such rights thereunder, provided, however, that no such right shall vest
in the event of an increase or a decrease in the authorized number of shares of
stock of any class or series which is otherwise denied voting rights under the

                                      -4-
<PAGE>

provisions of the certificate of incorporation, except as any provision of law
may otherwise require.

     7.   STOCKHOLDER MEETINGS.
          --------------------

     - TIME.  The annual meeting shall be held on the date and at the time
       ----
fixed, from time to time, by the directors.  A special meeting shall be held on
the date and at the time fixed by the directors.

     - PLACE.  Annual meetings and special meetings shall be held at such place,
       -----
within or without the State of Delaware, as the directors may, from time to
time, fix.  Whenever the directors shall fail to fix such place, the meeting
shall be held at the registered office of the Corporation in the State of
Delaware.

     - CALL.  Annual meetings and special meetings may be called by a majority
       ----
of the directors or by any officer instructed by a majority of the directors to
call the meeting.

     - NOTICE OR WAIVER OF NOTICE.  Written notice of all meetings shall be
       --------------------------
given, stating the place, date, and hour of the meeting and stating the place
within the city or other municipality or community at which the list of
stockholders of the Corporation may be examined. The notice of an annual meeting
shall state that the meeting is called for the election of directors and for the
transaction of other business which may properly come before the meeting, and
shall (if any other action which could be taken at a special meeting is to be
taken at such annual meeting) state the purpose or purposes.  The notice of a
special meeting shall in all instances state the purpose or purposes for which
the meeting is called.  The notice of any meeting shall also include, or be
accompanied by, any additional statements, information, or documents prescribed
by the General Corporation Law.  Except as otherwise provided by the General
Corporation Law, a copy of the notice of any meeting shall be given, personally
or by mail, not less than ten days nor more than sixty days before the date of
the meeting, unless the lapse of the prescribed period of time shall have been
waived, and directed to each stockholder at his record address or at such other
address which he may have furnished by request in writing to the Secretary of
the Corporation.  Notice by mail shall be deemed to be given when deposited,
with postage thereon prepaid, in the United States Mail.  No business shall be
conducted at an annual meeting except in accordance with this procedure.  The
Chairman of an annual meeting shall, if the facts warrant, determine and declare
to the meeting that business was not properly brought before the meeting and in
accordance with the provisions of this section, and if so determined, shall
declare to the meeting that any such business not properly brought before the
meeting shall not be transacted.

                                      -5-
<PAGE>

 If a meeting is adjourned to another time, not more than thirty days hence,
and/or to another place, and if an announcement of the adjourned time and/or
place is made at the meeting, it shall not be necessary to give notice of the
adjourned meeting unless the directors, after adjournment, fix a new record date
for the adjourned meeting. Notice need not be given to any stockholder who
submits a written waiver of notice signed by him before or after the time stated
therein. Attendance of a stockholder at a meeting of stockholders shall
constitute a waiver of notice of such meeting, except when the stockholder
attends the meeting for the express purpose of objecting, at the beginning of
the meeting, 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 regular or special meeting of the stockholders need be specified
in any written waiver of notice.

     - STOCKHOLDER LIST.  The officer who has charge of the stock ledger of the
       ----------------
Corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders, arranged in alphabetical
order, and showing the address of each stockholder and the number of shares
registered in the name of each stockholder.  Such list shall be open to the
examination of any stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten days prior to the meeting,
either at a place within the city or other municipality or community where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present. The stock ledger shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list required by this
section or the books of the Corporation, or to vote at any meeting of the
stockholders.

     - CONDUCT OF MEETING.  Meetings of the stockholders shall be presided over
       ------------------
by one of the following officers in the order of seniority and if present and
acting - the Chairman of the Board, if any, the Vice-Chairman of the Board, if
any, the President, a Vice-President, or, if none of the foregoing is in office
and present and acting, by a chairman to be chosen by the stockholders.  The
Secretary of the Corporation, or in his absence, an Assistant Secretary, shall
act as secretary of every meeting, but if neither the Secretary nor an Assistant
Secretary is present the Chairman of the meeting shall appoint a secretary of
the meeting.

     - PROXY REPRESENTATION.  Every stockholder may authorize another person or
       --------------------
persons to act for him by proxy in all matters in which a stockholder is
entitled to participate, whether by waiving notice of any meeting, voting or
participating at a meeting, or expressing consent or dissent without a meeting.
Every proxy must be signed by the stockholder or by his

                                      -6-
<PAGE>

 attorney-in-fact. No proxy shall be voted or acted upon after three years from
its date unless such proxy provides for a longer period. A duly executed proxy
shall be irrevocable if it states that it is irrevocable and, if, and only as
long as, it is coupled with an interest sufficient in law to support an
irrevocable power. A proxy may be made irrevocable regardless of whether the
interest with which it is coupled is an interest in the stock itself or an
interest in the Corporation generally.

     - INSPECTORS.  The directors, in advance of any meeting, may, but need not,
       ----------
appoint one or more inspectors of election to act at the meeting or any
adjournment thereof.  If an inspector or inspectors are not appointed, the
person presiding at the meeting may, but need not, appoint one or more
inspectors.  In case any person who may be appointed as an inspector fails to
appear or act, the vacancy may be filled by appointment made by the directors in
advance of the meeting or at the meeting by the person presiding thereat.  Each
inspector, if any, before entering upon the discharge of his duties, shall take
and sign an oath faithfully to execute the duties of inspectors at such meeting
with strict impartiality and according to the best of his ability. The
inspectors, if any, shall determine the number of shares of stock outstanding
and the voting power of each, the shares of stock represented at the meeting,
the existence of a quorum, the validity and effect of proxies, and shall receive
votes, ballots, or consents, hear and determine all challenges and questions
arising in connection with the right to vote, count and tabulate all  votes,
ballots, or consents, determine the result, and do such acts as are proper to
conduct the election or vote with fairness to all stockholders.  On request of
the person presiding at the meeting, the inspector or inspectors, if any, shall
make a report in writing of any challenge, question, or matter determined by him
or them and execute a certificate of any fact found by him or them.  Except as
otherwise required by subsection (e) of Section 231 of the General Corporation
Law, the provisions of that Section shall not apply to the Corporation.

     - QUORUM.  The holders of a majority of the outstanding shares of stock
       ------
shall constitute a quorum at a meeting of stockholders for the transaction of
any business.  The stockholders present may adjourn the meeting despite the
absence of a quorum.

     - VOTING.  Each share of stock shall entitle the holder thereof to one
       ------
vote.  Directors shall be elected by a plurality of the votes of the shares
present in person or represented by proxy at the meeting and entitled to vote on
the election of directors.  Any other action shall be authorized by a majority
of the votes cast except where the General Corporation Law prescribes a
different percentage of votes and/or a different exercise of voting power, and
except as may be otherwise prescribed by the provisions of the certificate of
incorporation and these Bylaws.  In the election of directors, and for any other
action, voting need not be by ballot.

                                      -7-
<PAGE>

     8.   STOCKHOLDER ACTION WITHOUT MEETINGS.  Any action required by the
          -----------------------------------
General Corporation Law to be taken at any annual or special meeting of
stockholders, or any action which may be taken at any annual or special meeting
of stockholders, may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock 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; provided that if at any time the Corporation shall have a class of stock
registered pursuant to the provisions of the Securities Exchange Act of 1934,
for so long as such class is so registered, any action by the stockholders of
such class must be taken at an annual or special meeting of stockholders and may
not be taken by written consent.  Prompt notice of the taking of the corporate
action without a meeting by less than unanimous written consent shall be given
to those stockholders who have not consented in writing.  Action taken pursuant
to this paragraph shall be subject to the provisions of Section 228 of the
General Corporation Law.

                                   ARTICLE II
                                   ----------

                                   DIRECTORS
                                   ---------

     1.   FUNCTIONS AND DEFINITION.  The business and affairs of the Corporation
          ------------------------
shall be managed by or under the direction of the Board of Directors of the
Corporation.  The Board of Directors shall have the authority to fix the
compensation of the members thereof.  The use of the phrase "whole board" herein
refers to the total number of directors which the Corporation would have if
there were no vacancies.

     2.   QUALIFICATIONS AND NUMBER.  A director need not be a stockholder, a
          -------------------------
citizen of the United States, or a resident of the State of Delaware.  The
initial Board of Directors shall consist of seven persons.  Thereafter the
number of directors constituting the whole board shall be at least five.
Subject to the foregoing limitation and except for the first Board of Directors,
the number of directors shall be fixed by resolution of the Board of Directors
and may be increased at any time  or from time to time by the directors by vote
of a majority of the directors them in office but not a greater number than nine
without action by the stockholders. The number of directors may be decreased to
any number permitted by the foregoing at any time by the directors by vote of a
majority of the directors then in office, but only to eliminate vacancies
existing by reason of the death, resignation or removal of one or more
directors.

                                      -8-
<PAGE>

     3.   ELECTION AND TERM.  All members of the Board of Directors shall be
          -----------------
classified, with respect to the time for which they each hold office, into three
classes.  One class shall originally be elected for an initial one year term
expiring at the annual meeting of stockholders to be held in 1997, another class
shall be originally elected for an initial two year term expiring at the annual
meeting of stockholders to be held in 1998, and another class shall be
originally elected for an initial three year term expiring at the annual meeting
of stockholders to be held in 1999, with each member of each class to hold
office until a successor is elected and qualified or until his earlier
resignation or removal.  Thereafter, at each annual meeting of stockholders, the
successors of the class of directors whose term expires at that meeting shall be
elected to hold office for a three year term until their successors are elected
and qualified or until their earlier resignation or removal.

     Except as otherwise provided in or fixed by or pursuant to the
Corporation's Certificate of Incorporation, nominations for the election of
directors may be made by the Board of Directors or by any stockholders of record
entitled to vote in the election of directors generally.  However, any such
stockholders may nominate one or more persons for election as director or
directors at a stockholders' meeting only if written notice of intent to make
such nomination or nominations has been given either by personal delivery or by
mail to the Secretary of the Corporation not less than 30 days before the
meeting of stockholders at which such election is held.  Each such notice shall
state (a) the name and address of the stockholder who intends to make the
nomination and of the person or persons to be nominated; (b) a representation
that the stockholder is a holder of record of stock of the Corporation entitled
to vote at such meeting and intends to appear in person or by proxy at the
meeting to nominate the person or persons specified in the notice; (c)
description of all arrangements or understandings between the stockholder and
each nominee and any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations are to be made by the nominee
proposed by such stockholder as would be required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and Exchange
Commission, had the nominee been nominated, or intended to be nominated, by the
Board of Directors; and (d) the consent of each nominee to serve as a director
of the Corporation if so elected, and shall be accompanied by a petition in
support of such nomination signed by at least 50 holders of record of stock
entitled to vote in the election of directors holding in the aggregate not less
than 5% of such stock.  The chairman of the meeting may refuse to acknowledge
the nomination of any person not made in compliance with the foregoing
procedure.

                                      -9-
<PAGE>

     4.   MEETINGS.
          --------

     - TIME.  Meetings shall be held at such time as the Board shall fix, except
       ----
that the first meeting of a newly elected Board shall be held as soon after its
election as the directors may conveniently assemble.

     - PLACE.  Meetings shall be held at such place within or without the State
       -----
of Delaware as shall be fixed by the Board.

     - CALL.  No call shall be required for regular meetings for which the time
       ----
and place have been fixed.  Special meetings may be called: by or at the
direction of the Chairman of the Board, if any, the Vice-Chairman of the Board,
if any, or the President, or of a majority of the directors in office.

     - NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER.  No notice shall be required for
       ---------------------------------------
regular meetings for which the time and place have been fixed.  Written, oral,
or any other mode of notice of the time and place shall be given for special
meetings in sufficient time for the convenient assembly of the directors
thereat.  Notice need not be given to any director or to any member of a
committee of directors who submits a written waiver of notice signed by him
before or after the time stated therein.  Attendance of any such person at a
meeting shall constitute a waiver of notice of such meeting, except when he
attends a meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened.  Neither the business to be transacted at, not the purpose
of, any regular or special meeting of the directors need be specified in any
written waiver of notice.

     - QUORUM AND ACTION.  A majority of the whole Board shall constitute a
       -----------------
quorum except when a vacancy or vacancies prevents such majority, whereupon a
majority of the directors in office shall constitute a quorum, provided, that
such majority shall constitute at least one-third of the whole Board.  A
majority of the directors present, whether or not a quorum is present, may
adjourn a meeting to another time and place.  Except as herein otherwise
provided, and except as otherwise provided by the General Corporation Law, the
vote of the majority of the directors present at a meeting at which a quorum is
present shall be the act of the Board.  The quorum and voting provisions herein
stated shall not be construed as conflicting with any provisions of the General
Corporation Law and these Bylaws which govern a meeting of directors held to
fill vacancies and newly created directorships in the Board or action of
disinterested directors.

                                      -10-
<PAGE>

     Any member or members of the Board of Directors or of any committee
designated by the Board, may participate in a meeting of the Board, or any such
committee, as the case may be, by
means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other.

     - CHAIRMAN OF THE MEETING.  The Chairman of the Board, if any and if
       -----------------------
present and acting, shall preside at all meetings.  Otherwise, the Vice-Chairman
of the Board, if any and if present and acting, or the President, if present and
acting, or any other director chosen by the Board, shall preside.

     5.   RESIGNATION AND REMOVAL OF DIRECTORS.  Any director may resign at any
          ------------------------------------
time by delivering his resignation in writing to the Chairman of the Board, if
any, the president, or the secretary or to a meeting of the Board of Directors.
Such resignation shall be effective upon receipt unless specified to be
effective at some other time, and without in either case the necessity of it
being accepted unless the resignation shall so state.  Except as otherwise
provided in the certificate of incorporation or these by-laws relating to the
rights of the holders of any class or series of preferred stock, voting
separately by class or series,  to elect directors under specified
circumstances, any director or directors may be removed from office at any time,
but only for cause and only by the affirmative vote, at any regular meeting or
special meeting of the stockholders, of not less than 50 % of the total number
of votes of the then outstanding shares of capital stock of the corporation
entitled to vote generally in the election of directors, voting together as a
single class, but only if notice of such proposal was contained in the notice of
such meeting.  Any vacancy in the board of directors resulting from any such
removal shall be filled only by vote of a majority of the directors then in
office, although less than a quorum, and any director or directors so chosen
shall hold office until the next election of the class for which such directors
shall have been chosen and until their successors shall be elected and qualified
or until their earlier death, resignation or removal.  No director resigning and
(except where a right to receive compensation shall be expressly provided in a
duly authorized written agreement with the corporation) no director removed
shall have any right to any compensation as such director for any period
following his resignation or removal, or any right to damages on account of such
removal, whether his compensation be by month or by the year or otherwise;
unless, in the case of a resignation, the directors, or, in the case of removal,
the body acting on the removal, shall in their or its discretion provide for
compensation.

     6.   VACANCIES.  Vacancies and newly created directorships resulting from
          ---------
any increase in the number of directors shall be filled only by vote of a
majority of the directors then in office, although less than a quorum, or by a
sole remaining director.  Stockholders shall have

                                      -11-
<PAGE>

no power to fill any vacancies or newly created directorships. When one or more
directors shall resign from the board, effective at a future date, a majority of
the directors then in office, including those who have resigned, shall have
power to fill such vacancy or vacancies, the vote or action by writing thereon
to take effect when such resignation shall become effective. The directors shall
have and may exercise all their powers notwithstanding the existence of one or
more vacancies in their number, subject to any requirement of law or of the
certificate of incorporation or of these by-laws as to the number of directors
required for a quorum or for any vote or other actions.

     7.   COMMITTEES.  The Board of Directors may, by resolution passed by a
          ----------
majority of the whole Board, designate one or more committees, each committee to
consist of one or more of the 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.  Any
such committee, to the extent provided in the resolution of the Board, shall
have and may exercise the powers and authority of the Board of Directors in the
management of the business and affairs of  the Corporation with the exception of
any authority the delegation of which is prohibited by Section 141 of the
General Corporation Law, and may authorize the seal of the Corporation to be
affixed to all papers which may require it.

     8.   WRITTEN ACTION.  Any action required or permitted to be taken at any
          --------------
meeting of the Board of Directors or any committee thereof may be taken without
a meeting if all members of the Board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the Board or committee.

     9.   INTERESTED DIRECTORS AND OFFICERS.
          ---------------------------------

          (a) No contract or transaction between the Corporation and one or more
of  its directors or officers, or between the Corporation and any other
corporation, partnership, association, or other organization in which one or
more of the Corporation's directors or officers are directors or officers, or
have financial interest, shall be void or voidable solely for this reason, or
solely because the director or officer is present at or participates in the
meeting of the board or committee thereof which authorizes the contract or
transaction, or solely because his or their votes are counted for such purpose,
if:

               (1) The material facts as to his relationship or interest and as
     to the contract or transaction are disclosed or are known to the Board of
     Directors or the committee, and the Board or committee in good faith
     authorizes the contract or transaction

                                      -12-
<PAGE>

     by the affirmative votes of a majority of the disinterested directors, even
     though the disinterested directors be less than a quorum; or

               (2) The material facts as to his relationship or interest and as
     to the contract or transaction are disclosed or are known to the
     stockholders entitled to vote thereon, and the contract or transaction is
     specifically approved in good faith by vote of the stockholders; or

               (3) The contract or transaction is fair as to the corporation as
     of the time it is authorized, approved or ratified, by the Board of
     Directors, a committee thereof, or the stockholders.

          (b) Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a committee
which authorizes the contract or transaction.

                                  ARTICLE III
                                  -----------

                                    OFFICERS
                                    --------

          The officers of the Corporation shall consist of a President, a
Secretary, a Treasurer, and, if deemed necessary, expedient, or desirable by the
Board of Directors, a Chairman of the Board, a Vice-Chairman of the Board, one
or more Executive Vice Presidents, one or more other Vice-Presidents, one or
more Assistant Secretaries, one or more Assistant Treasurers, and such other
officers with such titles as the resolution of the Board of Directors choosing
them shall designate.  Except as may otherwise be provided in the resolution of
the Board of Directors choosing him, no officer other than the Chairman or Vice-
Chairman of the Board, if any, need be a director.  Any number of offices may be
held by the same person, as the directors may determine.

          Unless otherwise provided in the resolution choosing him, each officer
shall be chosen for a term which shall continue until the meeting of the Board
of Directors following the next annual meeting of stockholders and until his
successor shall have been chosen and qualified.

          All officers of the Corporation shall have such authority and perform
such duties in the management and operation of the Corporation as shall be
prescribed in the resolutions of the Board of Directors designating and choosing
such officers and prescribing

                                      -13-
<PAGE>

their authority and duties, and shall have such additional authority and duties
as are incident to their office except to the extent that such resolutions may
be inconsistent therewith. The Secretary or an Assistant Secretary of the
Corporation shall record all of the proceedings of all meetings and actions in
writing of stockholders, directors, and committees of directors, and shall
exercise such additional authority and perform such additional duties as the
Board shall assign to him. Any officer may be removed, with or without cause, by
the Board of Directors. Any vacancy in any office may be filled by the Board of
Directors.

                                   ARTICLE IV
                                   ----------

                                 CORPORATE SEAL
                                 --------------

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

                                   ARTICLE V
                                   ---------

                                  FISCAL YEAR
                                  -----------

          The fiscal year of the Corporation shall be fixed, and shall be
subject to change, by the Board of Directors.

                                   ARTICLE VI
                                   ----------

                              CONTROL OVER BYLAWS
                              -------------------

          Subject to the provisions of the certificate of incorporation and the
provisions of the General Corporation Law, the power to amend, alter, or repeal
these Bylaws and to adopt new Bylaws may be exercised by the Board of Directors
or by the stockholders except that the power to amend, alter or repeal Article
II Sections 2 and 3 may be exercised only by the stockholders acting by at least
75% vote of the outstanding voting shares.

                                      -14-