<PAGE>
 
ACUSON CORPORATION                                                   EXHIBIT 3.2
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                                    BYLAWS

                                      OF

                              ACUSON CORPORATION
<PAGE>
 
                                     INDEX
                                     -----

<TABLE> 
<CAPTION> 
                                                                            Page
                                                                            ----
<S>                                                                         <C>
ARTICLE I - Offices.......................................................     1
                                                                               
     Section 1.  Registered Office........................................     1
     Section 2.  Other Offices............................................     1
                                                                               
ARTICLE II - Corporate Seal...............................................     1
                                                                               
     Section 3.  Corporate Seal...........................................     1
                                                                               
ARTICLE III - Stockholders' Meetings......................................     1
                                                                               
     Section 4.  Place of Meetings........................................     1
     Section 5.  Annual Meeting Stockholder Proposals at Annual Meetings..     1
     Section 6.  Notice of Meetings.......................................     2
     Section 7.  Quorum...................................................     2
     Section 8.  Adjournment and Notice of Adjourned                           
                     Meetings.............................................     2
     Section 9.  Voting Rights............................................     2
     Section 10. Joint Owners of Stock....................................     3
     Section 11. List of Stockholders.....................................     3
     Section 12. Action without Meeting...................................     3
     Section 13. Organization.............................................     3
                                                                               
ARTICLE IV - Directors....................................................     4
                                                                               
     Section 14. Number and Term of Office................................     4
     Section 15. Powers...................................................     4
     Section 16. Vacancies................................................     4
     Section 17. Resignation..............................................     4
     Section 18. Removal..................................................     5
     Section 19. Meetings.................................................     5
                                                                               
          (a) Annual Meetings.............................................     5
          (b) Regular Meetings............................................     5
          (c) Special Meetings............................................     5
          (d) Telephone Meetings..........................................     5
          (e) Notice of Meetings..........................................     5
          (f) Waiver of Notice............................................     5
</TABLE>

                                      i.
<PAGE>
 
<TABLE>
<S>                                                                          <C>
     Section 20.  Quorum and Voting.........................................  6

          (a) Quorum........................................................  6
          (b) Majority Vote.................................................  6

     Section 21.  Action without Meeting....................................  6
     Section 22.  Fees and Compensation.....................................  6
     Section 23.  Committees................................................  7

          (a) Executive Committee...........................................  7
          (b) Other Committees..............................................  7
          (c) Term..........................................................  7
          (d) Meetings......................................................  8

     Section 24.  Organization..............................................  8

ARTICLE V - Officers........................................................  8

     Section 25.  Officers Designated.......................................  8
     Section 26.  Tenure and Duties of Officers.............................  9

          (a) General.......................................................  9
          (b) Duties of Chairman of the Board of Directors..................  9
          (c) Duties of Chief Executive Officer.............................  9
          (d) Duties of President...........................................  9
          (e) Duties of Other Officers......................................  9
          (f) Duties of Secretary...........................................  9
          (g) Duties of Chief Financial Officer............................. 10

     Section 27.  Resignations.............................................. 10
     Section 28.  Removal................................................... 10

ARTICLE VI - Execution of Corporate Instruments and
              Voting of Securities Owned by the Corporation................. 10

     Section 29.  Execution of Corporate Instruments.........................10
     Section 30.  Voting of Securities Owned by the
                  Corporation............................................... 11
</TABLE>

                                      ii.
<PAGE>
 
<TABLE>
<S>                                                                          <C>
ARTICLE VII - Shares of Stock............................................... 11

     Section 31.  Form and Execution of Certificates........................ 11
     Section 32.  Lost Certificates......................................... 11
     Section 33.  Transfers................................................. 12
     Section 34.  Fixing Record Dates....................................... 12
     Section 35.  Registered Stockholders................................... 12

ARTICLE VIII - Other Securities of the Corporation.......................... 12

     Section 36.  Execution of Other Securities............................. 12

ARTICLE IX - Dividends...................................................... 13

     Section 37.  Declaration of Dividends.................................. 13
     Section 38.  Dividend Reserve.......................................... 13

ARTICLE X - Fiscal Year..................................................... 13

     Section 39.  Fiscal Year............................................... 13

ARTICLE XI - Indemnification of Directors, Officers,
            Employees and Other Agents...................................... 14

     Section 40.  Indemnification of Directors, Officers,
                 Employees and Other Agents................................. 14

          (a) Directors and Executive Officers.............................. 14
          (b) Other Officers, Employees and Other Agents.................... 14
          (c) Good Faith.................................................... 14
          (d) Expenses...................................................... 14
          (e) Enforcement................................................... 15
          (f) Non-Exclusivity of Rights..................................... 15
          (g) Survival of Rights............................................ 16
          (h) Amendments.................................................... 16
          (i) Savings Clause................................................ 16

ARTICLE XII - Notices....................................................... 16

     Section 41.  Notices................................................... 16

          (a) Notice to Stockholders........................................ 16
          (b) Notice to Directors........................................... 16
</TABLE> 

                                     iii.
<PAGE>
 
<TABLE> 
<S>                                                                          <C>
          (c) Address Unknown............................................... 16
          (d) Affidavit of Mailing.......................................... 16
          (e) Time Notices Deemed Given..................................... 16
          (f) Methods of Notice............................................. 17
          (g) Failure to Receive Notice..................................... 17
          (h) Notice to Person with Whom Communication Is
              Unlawful...................................................... 17

ARTICLE XIII - Amendments................................................... 17

     Section 42.  Amendments................................................ 17

ARTICLE XIV - Loans of Officers and Others.................................. 18

     Section 43.  Certain Corporate Loans and Guaranties.................... 18
</TABLE>

                                      iv.
<PAGE>
 
                                    BYLAWS

                              ACUSON CORPORATION
                           (A Delaware corporation)


                                   ARTICLE I

                                    Offices

     Section 1. Registered Office. The registered office of the corporation in
                -----------------
the State of Delaware shall be in the City of Dover, County of Kent. (Del. Code
Ann., tit. 8, (S) 131)

     Section 2. Other Offices.  The corporation shall also have and maintain an
                -------------
office or principal place of business at such place as may be fixed by the Board
of Directors, and may also have offices at such other places, both within and
without the State of Delaware as the Board of Directors may from time to time
determine or the business of the corporation may require.  (Del.  Code Ann.,
tit. 8, (S) 122(8))

                                  ARTICLE II

                                Corporate Seal

     Section 3. Corporate Seal.  The corporate seal shall consist of a die
                --------------                                            
bearing the name of the corporation and the inscription, "Corporate Seal-
Delaware."  Said seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.  (Del. Code Ann., tit. 8, (S)
122(3))

                                  ARTICLE III

                            Stockholders' Meetings

     Section 4. Place of Meetings.  Meetings of the stockholders of the
                -----------------                                      
corporation shall be held at such place, either within or without the State of
Delaware, as may be designated from time to time by the Board of Directors, or,
if not so designated, then at the office of the corporation required to be
maintained pursuant to Section 2 hereof.  (Del. Code Ann., tit. 8, (S) 211(a))

     Section 5. Annual Meeting: Stockholder Proposals at Annual Meetings.  The
                --------------------------------------------------------      
annual meeting of the stockholders of the corporation shall be held on any date
and time which may from time to time be designated by the Board of Directors.
At such annual meeting, directors shall be elected and only such other business
may be transacted as shall have been properly brought before the meeting.  (Del.
Code Ann., tit. 8, (S) 211(b))

                                       1.
<PAGE>
 
     To be properly brought before an annual meeting, business must be specified
in the notice of meeting (or any supplement thereto) given by or at the
direction of the Board of Directors, otherwise properly brought before the
meeting by or at the direction of the Board of Directors or otherwise properly
brought before the meeting by a stockholder.  In addition to any other
applicable requirements, for business to be properly brought before an annual
meeting by a stockholder, the stockholder must have given timely notice thereof
in writing to the Secretary of the corporation.  To be timely, a stockholder's
notice must be delivered to or mailed and received at the principal executive
offices of the corporation, not less than 45 days nor more than 75 days prior to
the date on which the corporation first mailed its proxy materials for the
previous year's annual meeting of stockholders (or the date on which the
corporation mails its proxy materials for the current year if during the prior
year the corporation did not hold an annual meeting or if the date of the annual
meeting was changed more than 30 days from the prior year).  A stockholder's
notice to the Secretary shall set forth as to each matter the stockholder
proposes to bring before the annual meeting (i) a brief description of the
business desired to be brought before the annual meeting and the reasons for
conducting such business at the annual meeting, (ii) the name and record address
of the stockholder proposing such business, (iii) the class and number of shares
of the corporation which are beneficially owned by the stockholder, and (iv) any
material interest of the stockholder in such business.

     Notwithstanding anything in the Bylaws to the contrary, no business shall
be conducted at the annual meeting except in accordance with the procedures set
forth in this Section 5, provided, however, that nothing in this Section 5 shall
be deemed to preclude discussion by any stockholder of any business properly
brought before the annual meeting in accordance with said 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 in accordance with the provisions of this Section 5, and if he should so
determine he shall so declare to the meeting, and any such business not properly
brought before the meeting shall not be transacted.

     Nothing in this Section 5 shall affect the right of a stockholder to
request inclusion of a proposal in the corporation's proxy statement to the
extent that such right is provided by an applicable rule of the Securities and
Exchange Commission."

     Section 5.  Notice of Meetings.  Except as otherwise provided by law or the
                 ------------------                                             
Certificate of Incorporation, written notice of each meeting of stockholders
shall be given not less than ten (10) nor more than sixty (60) days before the
date of the meeting to each stockholder entitled to vote at such meeting, such
notice to specify the place, date and hour and purpose or purposes of the
meeting.  Notice of the time, place and purpose of any meeting of stockholders
may be waived in writing, signed by the person entitled to notice thereof,
either before or after such meeting, and will be waived by any stockholder by
his attendance thereat in person or by proxy, except when the stockholder
attends a meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting 

                                       2.
<PAGE>
 
is not lawfully called or convened. Any stockholder so waiving notice of such
meeting shall be bound by the proceedings of any such meeting in all respects as
if due notice thereof had been given. (Del. Code Ann., tit. 8, (S)(S) 222, 229)

     Section 6. Quorum.  At all meetings of stockholders, except where otherwise
                ------                                                          
provided by statute or by the Certificate of Incorporation, or by these Bylaws,
the presence, in person or by proxy duly authorized, of the holders of a
majority of the outstanding shares of stock entitled to vote shall constitute a
quorum for the transaction of business.  Any shares, the voting of which at said
meeting has been enjoined, or which for any reason cannot be lawfully voted at
such meeting, shall not be counted to determine a quorum at such meeting.  In
the absence of a quorum any meeting of stockholders may be adjourned, from time
to time, by vote of the holders of a majority of the shares represented thereat,
but no other business shall be transacted at such meeting. The stockholders
present at a duly called or convened meeting, at which a quorum is present, may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough stockholders to leave less than a quorum.  Except as otherwise
provided by law, the Certificate of Incorporation or these Bylaws, all action
taken by the holders of a majority of the voting power represented at any
meeting at which a quorum is present shall be valid and binding upon the
corporation.  (Del. Code Ann., tit. 8, (S) 216)

     Section 7. Adjournment and Notice of Adjourned Meetings.  Any meeting of
                ---------------------------------------------                 
stockholders, whether annual or special, may be adjourned from time to time (i)
by the vote of a majority of the shares, the holders of which are present either
in person or by proxy, or (ii) by the chairman of an annual or special meeting.
When a meeting 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.  At the adjourned meeting the
corporation may transact any business which might have been transacted at the
original meeting.  If the adjournment is for more than thirty (30) days, or if
after the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting.  (Del. Code Ann., tit. 8, (S) 222(c))

     Section 8. Voting Rights.  For the purpose of determining those
                -------------                                       
stockholders entitled to vote at any meeting of the stockholders, except as
otherwise provided by law, only persons in whose names shares stand on the stock
records of the corporation on the record date, as provided in Section 11 of
these Bylaws, shall be entitled to vote at any meeting of stockholders.  Every
person entitled to vote or execute consents shall have the right to do so either
in person or by an agent or agents authorized by a written proxy executed by
such person or his duly authorized agent, which proxy shall be filed with the
Secretary at or before the meeting at which it is to be used.  An agent so
appointed need not be a stockholder.  No proxy shall be voted on after three (3)
years from its date of creation unless the proxy provides for a longer period.
All elections of Directors shall be by written ballot, unless otherwise provided
in the Certificate of Incorporation.  (Del. Code Ann., tit. 8, (S)(S) 211(e),
212(b))

                                       3.
<PAGE>
 
     Section 9. Joint Owners of Stock.  If shares or other securities having
                ---------------------                                       
voting power stand of record in the names of two (2) or more persons, whether
fiduciaries, members of a partnership, joint tenants, tenants in common, tenants
by the entirety, or otherwise, or if two (2) or more persons have the same
fiduciary relationship respecting the same shares, unless the Secretary is given
written notice to the contrary and is furnished with a copy of the instrument or
order appointing them or creating the relationship wherein it is so provided,
their acts with respect to voting shall have the following effect: (a) if only
one (1) votes, his act binds all; (b) if more than one (1) votes, the act of the
majority so voting binds all; (c) if more than one (1) votes, but the vote is
evenly split on any particular matter, each faction may vote the securities in
question proportionally, or may apply to the Delaware Court of Chancery for
relief as provided in the General Corporation Law of Delaware, Section 217(b).
If the instrument filed with the Secretary shows that any such tenancy is held
in unequal interests, a majority or even-split for the purpose of this
subsection (c) shall be a majority or even-split in interest.  (Del. Code Ann.,
tit. 8, (S) 217(b))

     Section 10. List of Stockholders.  The Secretary shall prepare and make, at
                 --------------------                                           
least ten (10) days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at said meeting, arranged in alphabetical order,
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 (10) days prior to the meeting, either at a
place within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or, if not specified, at the place where
the meeting is to be held.  The list shall be produced and kept at the time and
place of meeting during the whole time thereof, and may be inspected by any
stockholder who is present.  (Del. Code Ann., tit. 8, (S) 219(a))

     Section 11. Action Without Meeting.  Unless otherwise provided in the
                 ----------------------                                   
Certificate of Incorporation, any action required by statute to be taken at any
annual or special meeting of stockholders of the corporation, or any action
which may be taken at any annual or special meeting of such stockholders, may be
taken without a meeting, without prior notice and without a vote, if a consent
or consents in writing, setting forth the action so taken, are 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.  To be effective, a
written consent must be delivered to the corporation by delivery to its
registered office in 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 a corporation's
registered office shall be by hand or by certified or registered mail, return
receipt requested.  Every written consent shall bear the date of signature of
each stockholder who signs the consent and no written consent shall be effective
to take the corporate action referred to therein unless, within sixty days of
the earliest dated consent delivered in the manner required by this Section to
the corporation, written consents signed by a sufficient number of holders to
take action are delivered to the corporation in accordance with this Section.
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.

                                       4.
<PAGE>
 
     Section 12. Organization.  At every meeting of stockholders, the Chairman
                 ------------                                                 
of the Board, or, if the Chairman of the Board is absent, the Chief Executive
Officer or, if the Chief Executive Officer is absent, the most senior officer
present, or in the absence of any such officer, a chairman of the meeting chosen
by a majority in interest of the stockholders entitled to vote, present in
person or by proxy, shall act as chairman.  The Secretary, or, in his absence,
an Assistant Secretary directed to do so by the Chairman of the Board, shall act
as secretary of the meeting.

                                  ARTICLE IV

                                   Directors

     Section 13. Number and Term of Office.  The authorized number of directors
                 -------------------------                                     
of the corporation shall be fixed from time to time by the board of directors
either by a resolution or a bylaw duly adopted by the board of directors.  The
number of directors presently authorized is five.  Except as provided in Section
16, the Directors shall be elected by the stockholders at their annual meeting
in each year and shall hold office until the next annual meeting and until their
successors shall be duly elected and qualified.  Directors need not be
stockholders unless so required by the Certificate of Incorporation.  If for any
cause, the Directors shall not have been elected at an annual meeting, they may
be elected as soon thereafter as convenient at a special meeting of the
stockholders called for that purpose in the manner provided in these Bylaws.
(Del. Code Ann., tit. 8, (S)(S) 141(b), 211(b), (c))

     Section 14. Powers.  The powers of the corporation shall be exercised, its
                 ------                                                        
business conducted and its property controlled by the Board of Directors, except
as may be otherwise provided by statute or by the Certificate of Incorporation.
(Del. Code Ann., tit. 8, (S) 141(a))

     Section 15. Vacancies.  Unless otherwise provided in the Certificate of
                 ---------                                                  
Incorporation, vacancies and newly created directorships resulting from any
increase in the authorized number of Directors may be filled by a majority of
the Directors then in office, although less than a quorum, or by a sole
remaining Director, and each Director so elected shall hold office for the
unexpired portion of the term of the Director whose place shall be vacant and
until his successor shall have been duly elected and qualified.  A vacancy in
the Board of Directors shall be deemed to exist under this Section 16 in the
case of the death, removal or resignation of any Director, or if the
stockholders fail at any meeting of stockholders at which Directors are to be
elected (including any meeting referred to in Section 19 below) to elect the
number of Directors then constituting the whole Board of Directors.  (Del. Code
Ann., tit. 8, (S) 223(a), (b))

     Section 16. Resignation.  Any Director may resign at any time by delivering
                 -----------                                                    
his written resignation to the Secretary, such resignation to specify whether it
will be effective at a particular time, upon receipt by the Secretary or at the
pleasure of the Board of Directors.  If no such specification is made, it shall
be deemed effective at the pleasure of the Board of Directors.  When one or more
Directors shall resign from the Board of Directors, effective at a future date,
a majority of 

                                       5.
<PAGE>
 
the Directors then in office, including those who have so resigned, shall have
power to fill such vacancy or vacancies, the vote thereon to take effect when
such resignation or resignations shall become effective, and each Director so
chosen shall hold office for the unexpired portion of the term of the Director
whose place shall be vacated and until his successor shall have been duly
elected and qualified. (Del. Code Ann., tit. 8, (S)(S) 141(b), 223(d))

     Section 17. Removal.  At a special meeting of stockholders called for the
                 -------                                                      
purpose in the manner hereinabove provided, the Board of Directors, or any
individual Director, may be removed from office, with or without cause, and a
new Director or Directors elected by a vote of stockholders holding a majority
of the outstanding shares entitled to vote at an election of Directors.  (Del.
Code Ann., tit. 8, (S) 141(k))

     Section 18. Meetings.
                 -------- 

          (a) Annual Meetings. The annual meeting of the Board of Directors
              ---------------
shall be held immediately after the annual meeting of stockholders and at the
place where such meeting is held. No notice of an annual meeting of the Board of
Directors shall be necessary and such meeting shall be held for the purpose of
electing officers and transacting such other business as may lawfully come
before it.

          (b) Regular Meetings. Except as hereinafter otherwise provided,
              ----------------
regular meetings of the Board of Directors shall be held in the office of the
corporation required to be maintained pursuant to Section 2 hereof. Unless
otherwise restricted by the Certificate of Incorporation, regular meetings of
the Board of Directors may also be held at any place within or without the State
of Delaware which has been designated by resolution of the Board of Directors or
the written consent of all Directors. (Del. Code Ann., tit. 8, (S) 141(g))

          (c) Special Meetings. Unless otherwise restricted by the Certificate
              ----------------
of Incorporation, special meetings of the Board of Directors may be held at any
time and place within or without the State of Delaware whenever called by the
Chairman of the Board, the Chief Executive Officer, the President or a majority
of the Directors. (Del. Code Ann., tit. 8, (S) 141(g))

          (d) Telephone Meetings. Any member of the Board of Directors, or of
              ------------------
any committee thereof, may participate in a meeting by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in a meeting
by such means shall constitute presence in person at such meeting. (Del. Code
Ann., tit. 8, (S) 141(i))

          (e) Notice of Meetings. Written notice of the time and place of all
              ------------------
regular and special meetings of the Board of Directors shall be given at least
one (1) day before the date of the meeting. Notice of any meeting may be waived
in writing at any time before or after the meeting and will be waived by any
Director by attendance thereat, except when the Director attends the meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of 

                                       6.
<PAGE>
 
any business because the meeting is not lawfully called or convened. (Del. Code
Ann., tit. 8, (S) 229)

     (f) Waiver of Notice. The transaction of all business at any meeting of the
         ----------------
Board of Directors, or any committee thereof, however called or noticed, or
wherever held, shall be as valid as though had at a meeting duly held after
regular call and notice, if a quorum be present and if, either before or after
the meeting, each of the Directors not present shall sign a written waiver of
notice, or a consent to holding such meeting, or an approval of the minutes
thereof. All such waivers, consents or approvals shall be filed with the
corporate records or made a part of the minutes of the meeting. (Del. Code Ann.,
tit. 8, (S) 229)

  Section 19.  Quorum and Voting.
               ----------------- 

     (a) Quorum. Unless the Certificate of Incorporation requires a greater
         ------
number, a quorum of the Board of Directors shall consist of a majority of the
exact number of Directors fixed from time to time in accordance with Section 14
of these Bylaws, but not less than one (l); provided, however, at any meeting
whether a quorum be present or otherwise, a majority of the Directors present
may adjourn from time to time until the time fixed for the next regular meeting
of the Board of Directors, without notice other than by announcement at the
meeting. (Del. Code Ann., tit. 8, (S) 141(b))

     (b) Majority Vote. At each meeting of the Board of Directors at which a
         -------------
quorum is present all questions and business shall be determined by a vote of a
majority of the Directors present, unless a different vote be required by law,
the Certificate of Incorporation or these Bylaws. (Del. Code Ann., tit. 8, (S)
141(b))

  Section 20.   Action without Meeting.  Unless otherwise restricted by the
                ----------------------                                     
Certificate of Incorporation or these Bylaws, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if all members of the Board of Directors or
committee, as the case may be, consent thereto in writing, and such writing or
writings are filed with the minutes of proceedings of the Board of Directors or
committee.  (Del. Code Ann., tit. 8, (S) 141(f))

  Section 21.   Fees and Compensation.  Directors shall not receive any stated
                ---------------------                                         
salary for their services as Directors, but by resolution of the Board of
Directors a fixed fee, with or without expense of attendance, may be allowed for
attendance at each meeting and at each meeting of any committee of the Board of
Directors.  Nothing herein contained shall be construed to preclude any Director
from serving the corporation in any other capacity as an officer, agent,
employee, or otherwise and receiving compensation therefor.  (Del. Code Ann.,
tit. 8, (S) 141(h))

                                       7.
<PAGE>
 
     Section 22.  Committees.
                  ---------- 

          (a) Executive Committee. The Board of Directors may by resolution 
              -------------------
passed by a majority of the whole Board of Directors, appoint an Executive
Committee to consist of one (l) or more members of the Board of Directors. The
Executive Committee, to the extent permitted by law and specifically granted by
the Board of Directors, shall have and may exercise when the Board of Directors
is not in session all powers of the Board of Directors in the management of the
business and affairs of the corporation, including, without limitation, the
power and authority to declare a dividend or to authorize the issuance of stock,
except such committee shall not have the power or authority to amend the
Certificate of Incorporation (except that the committee may, to the extent
authorized in the resolution or resolutions providing for the issuance of shares
of stock adopted by the Board of Directors as provided by law, fix any of the
preferences or rights of such shares relating to dividends, redemption,
dissolution, any distribution of assets of the corporation or the conversion
into, or the exchange of such shares for shares of any other class or classes or
any other series of the same or any other class or classes of stock of the
corporation), to adopt an agreement of merger or consolidation, to recommend to
the stockholders the sale, lease or exchange of all or substantially all of the
corporation's property and assets, to recommend to the stockholders a
dissolution of the corporation or a revocation of a dissolution or to amend
these Bylaws. (Del. Code Ann., tit. 8, (S) 141(c))

          (b) Other Committees. The Board of Directors may, by resolution 
              ----------------
passed by a majority of the whole Board of Directors, from time to time appoint
such other committees as may be permitted by law. Such other committees
appointed by the Board of Directors shall consist of one (1) or more members of
the Board of Directors, and shall have such powers and perform such duties as
may be prescribed by the resolution or resolutions creating such committees, but
in no event shall such committee have the powers denied to the Executive
Committee in these Bylaws. (Del. Code Ann., tit. 8, (S) 141(c))

          (c) Term. The members of all committees of the Board of Directors 
              ----
shall serve a term coexistent with that of the Board of Directors which shall
have appointed such committee. The Board of Directors, subject to the provisions
of subsections (a) or (b) of this Section 24, may at any time increase or
decrease the number of members of a committee or terminate the existence of a
committee. The membership of a committee member shall terminate on the date of
his death or voluntary resignation. The Board of Directors may at any time for
any reason remove any individual committee member and the Board of Directors may
fill any committee vacancy created by death, resignation, removal or increase in
the number of members of the committee. The Board of Directors 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, and, in addition,
in the absence or disqualification of any member of a committee, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint another member of
the Board of Directors to act at the meeting in the place of any such absent or
disqualified member. (Del. Code Ann., tit. 8, (S)141(c))

                                       8.
<PAGE>
 
          (d) Meetings. Unless the Board of Directors shall otherwise provide,
              --------
regular meetings of the Executive Committee or any other committee appointed
pursuant to this Section 24 shall be held at such times and places as are
determined by the Board of Directors, or by any such committee, and when notice
thereof has been given to each member of such committee, no further notice of
such regular meetings need be given thereafter. Special meetings of any such
committee may be held at the principal office of the corporation required to be
maintained pursuant to Section 2 hereof, or at any place which has been
designated from time to time by resolution of such committee or by written
consent of all members thereof, and may be called by any Director who is a
member of such committee, upon written notice to the members of such committee
of the time and place of such special meeting given in the manner provided for
the giving of written notice to members of the Board of Directors of the time
and place of special meetings of the Board of Directors. Notice of any special
meeting of any committee may be waived in writing at any time before or after
the meeting and will be waived by any Director by attendance thereat, except
when the Director attends such special 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. A majority of the
authorized number of members of any such committee shall constitute a quorum for
the transaction of business, and the act of a majority of those present at any
meeting at which a quorum is present shall be the act of such committee. (Del.
Code Ann., tit. 8, (S)(S) 141(c), 229)

     Section 23.  Organization.  At every meeting of the Directors, the Chairman
                  ------------                                                  
of the Board of Directors, or, if a Chairman has not been appointed or is
absent, the President or if the President is absent, the most senior Vice
President, or, in the absence of any such officer, a chairman of the meeting
chosen by a majority of the Directors present, shall preside over the meeting.
The Secretary, or in his absence, an Assistant Secretary directed to do so by
the Chairman of the Board, shall act as secretary of the meeting.

                                   ARTICLE V

                                   Officers

     Section 24.  Officers Designated.  The officers of the corporation shall be
                  -------------------                                           
the Chief Executive Officer, the President, the Chief Financial Officer and the
Secretary, all of whom shall be elected at the annual meeting of the Board of
Directors.  The Board of Directors may also appoint a Chairman of the Board of
Directors and such other officers and agents with such powers and duties as it
shall deem necessary.  The order of the seniority of the officers other than the
Chief Executive Officer and the President shall be in the order of their
nomination, unless otherwise determined by the Board of Directors.  The Board of
Directors may assign such additional titles to one or more of the officers as it
shall deem appropriate.  Any one person may hold any number of offices of the
corporation at any one time unless specifically prohibited therefrom by law.
The salaries and other compensation of the officers of the corporation shall be
fixed by or in the manner designated by the Board of Directors.  (Del. Code
Ann., tit. 8, (S)(S) 122(5), 142(a), (b))

                                       9.
<PAGE>
 
     Section 25.  Tenure and Duties of Officers.
                  ----------------------------- 

          (a) General. All officers shall hold office at the pleasure of the
              -------
Board of Directors and until their successors shall have been duly elected and
qualified, unless sooner removed. Any officer elected or appointed by the Board
of Directors may be removed at any time by the Board of Directors. If the office
of any officer becomes vacant for any reason, the vacancy may be filled by the
Board of Directors. (Del. Code Ann., tit. 8, (S) 141(b), (e))

          (b) Duties of Chairman of the Board of Directors. The Chairman of the
              --------------------------------------------
Board of Directors shall preside at all meetings of the stockholders and of the
Board of Directors. The Chairman of the Board of Directors shall perform other
duties commonly incident to his office and shall also perform such other duties
and have such other powers as the Board of Directors shall designate from time
to time. (Del. Code Ann., tit. 8, (S) 142(a))

          (c) Duties of Chief Executive Officer. The Chief Executive Officer
shall be the 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. The Chief Executive
Officer shall perform other duties and have other powers commonly incident to
his office, including the power to appoint a Treasurer and one or more Assistant
Treasurers with powers and duties commonly incident to such offices, and shall
also perform such other duties and have such other powers as the Board of
Directors shall designate from time to time. (Del. Code Ann., tit. 8, (S)
142(a))

          (d) Duties of President. The President may assume and perform the
              -------------------
duties of the Chief Executive Officer in the absence or disability of the Chief
Executive Officer or whenever the office of the Chief Executive Officer is
vacant. The President shall perform such other duties and have such other powers
as the Board of Directors or the Chief Executive Officer shall designate from
time to time. (Del. Code Ann., tit. 8, (S) 142(a))

          (e) Duties of Other Officers. The other officers, in the order of
              ------------------------
their seniority, may assume and perform the duties of the Chief Executive
Officer in the absence or disability of the Chief Executive Officer and the
President or whenever the offices of the Chief Exective Officer and the
President are vacant. The officers shall perform other duties commonly incident
to their office and shall perform such other duties and have such other powers
as the Board of Directors or the Chief Executive Officer shall designate from
time to time. (Del. Code Ann., tit. 8, (S) 142(a))

          (f) Duties of Secretary. The Secretary or Assistant Secretary shall
              -------------------
attend all meetings of the stockholders and of the Board of Directors, and shall
record all acts and proceedings thereof in the minute book of the corporation.
The Secretary shall give notice in conformity with these Bylaws of all meetings
of the stockholders, and of all meetings of the Board of Directors and any
committee thereof requiring notice. The Secretary shall perform all other duties
given him in these Bylaws and other duties commonly incident to his office and
shall also 

                                       10.
<PAGE>
 
perform such other duties and have such other powers as the Board of Directors
shall designate from time to time. The Chief Executive Officer may direct
any Assistant Secretary to assume and perform the duties of the Secretary
in the absence or disability of the Secretary, and each Assistant Secretary
shall perform other duties commonly incident to his office and shall also
perform such other duties and have such other powers as the Board of
Directors or the Chief Executive Officer shall designate from time to time.
(Del. Code Ann., tit. 8, (S) 142(a))

                 (g)  Duties of Chief Financial Officer. The Chief Financial
                      ---------------------------------
Officer shall keep or cause to be kept the books of account of the corporation
in a thorough and proper manner, and shall render statements of the financial
affairs of the corporation in such form and as often as required by THE Board of
Directors or the Chief Executive Officer. The Chief Financial Officer, subject
to the order of the Board of Directors, shall have the custody of all funds and
securities of the corporation. The Chief Financial Officer shall perform other
duties commonly incident to his office and shall also perform such other duties
and have such other powers as the Board of Directors or the Chief Executive
Officer shall designate from time to time. The Chief Executive Officer may
direct the Treasurer or any Assistant Treasurer to assume and perform the duties
of the Chief Financial Officer in the absence or disability of the Chief
Financial Officer. The Treasurer and each Assistant Treasurer shall perform
other duties commonly incident to their offices and shall also perform such
other duties and have such other powers as the Board of Directors or the Chief
Executive Officer shall designate from time to time. (Del. Code Ann., tit. 8,(S)
142(a))

      Section 26. Resignations. Any officer may resign at any time by giving
                  ------------                                              
written notice to the Board of Directors or to the Chief Executive Officer or to
the President or to the Secretary.  Any such resignation shall be effective when
received by the person or persons to whom such notice is given, unless a later
time is specified therein, in which event the resignation shall become effective
at such later time.  Unless otherwise specified in such notice, the acceptance
of any such resignation shall not be necessary to make it effective.  (Del. Code
Ann., tit. 8, (S) 142(b))

      Section 27. Removal. Any officer may be removed from office at any time
                  -------  
either with or without cause, by the Chief Executive Officer or by the vote or
written consent of a majority of the Directors in office at the time, or by any
committee of superior officers upon whom such power of removal may have been
conferred by the Board of Directors.

                                  ARTICLE VI

                    Execution of Corporate Instruments and
                 Voting of Securities Owned by the Corporation

     Section 28.  Execution of Corporate Instruments. The Board of Directors
                  ----------------------------------       
may, in its discretion, determine the method and designate the signatory officer
or officers, or other person or persons, to execute on behalf of the corporation
any corporate instrument or document, or to sign on behalf of the corporation
the corporate name without limitation, or to enter into contracts on behalf of
the corporation, except where otherwise provided by law or these Bylaws, and
such

                                      11.
<PAGE>
 
execution or signature shall be binding upon the corporation. (Del. Code
Ann., tit. 8, (S)(S) 103(a), 142(a), 158)

     Unless otherwise specifically determined by the Board of Directors or
otherwise required by law, promissory notes, deeds of trust, mortgages and other
evidences of indebtedness of the corporation, and other corporate instruments or
documents requiring the corporate seal, and certificates of shares of stock
owned by the corporation, shall be executed, signed or endorsed by the Chairman
of the Board of Directors, the Chief Executive Officer, the President, the Chief
Financial Officer, the Secretary or any other officer. All other instruments and
documents requiring the corporate signature, but not requiring the corporate
seal, may be executed as aforesaid or in such other manner as may be directed by
the Board of Directors.  (Del. Code Ann., tit. 8, (S)(S) 103(a) 142(a), 158)

     All checks and drafts drawn on banks or other depositaries on funds to the
credit of the corporation or in special accounts of the corporation shall be
signed by such person or persons as the Board of Directors shall authorize so to
do. (Del. Code Ann., tit. 8, (S)(S) 103(a), 142(a), 158)

     Section 29.  Voting of Securities Owned by the Corporation. All stock and
                  ---------------------------------------------       
other securities of other corporations owned or held by the corporation for
itself, or for other parties in any capacity, shall be voted, and all proxies
with respect thereto shall be executed, by the person authorized so to do by
resolution of the Board of Directors, or, in the absence of such authorization,
by the Chairman of the Board of Directors, the Chief Executive Officer, the
President, the Secretary or any other officer. (Del. Code Ann., tit. 8, (S) 123)

                                  ARTICLE VII

                                Shares of Stock

     Section 30.  Form and Execution of Certificates. The shares of the
                  ----------------------------------   
corporation shall be represented by certificates, provided that 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 its stock shall be uncertificated
shares. Any such resolution shall not apply to shares represented by a
certificate until such certificate is surrendered to the corporation.
Notwithstanding the adoption of such a resolution by the Board of Directors,
every holder of stock represented by certificates and upon request every holder
of uncertificated shares shall be entitled to have a certificate signed by, or
in the name of the corporation by the chairman or vice-chairman of the Board of
Directors, the Chief Executive Officer, the President or any other officer, and
by the Secretary or an Assistant Secretary, or the Treasurer or an Assistant
Treasurer of the corporation representing the number of shares registered in
certificate form. Any or all the signatures on the 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. (Del. Code Ann.,
tit. 8, (S)158)

                                      12.
<PAGE>
 
     Section 31.  Lost Certificates. The corporation may issue a new certificate
                  -----------------  
of stock or uncertificated shares in place of any certificate theretofore issued
by the corporation alleged to have been lost, stolen, or destroyed, and the
corporation may require the owner of such lost, stolen, or destroyed
certificate, or his legal representative, to give the corporation a bond
sufficient to indemnify it against any claim that may be made against the
corporation on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate or uncertificated shares.
(Del. Code Ann., tit. 8, (S) 167)

     Section 32.  Transfers. Transfers of record of shares of stock of the
                  ---------  
corporation shall be made only upon its books by the holders thereof, in person
or by attorney duly authorized, and upon the surrender of a properly endorsed
certificate or certificates for a like number of shares. (Del. Code Ann., tit.
6, (S) 8-401(1))

     Section 33.  Fixing Record Dates. 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, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be more than sixty (60) nor less than
ten (10) days before the date of such meeting, nor more than sixty (60) days
prior to any other action. If no record date is fixed: (a) the record date for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held; (b) the record date
for determining stockholders entitled to express consent to corporate action in
writing without a meeting, when no prior action by the Board of Directors is
necessary, shall be the day on which the first written consent is expressed; and
(c) the record date for determining stockholders for any other purpose shall be
at the close of business on the day on which the Board of Directors adopts the
resolution relating thereto. 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. (Del. Code Ann., tit. 8, (S)
213)

     Section 34.  Registered Stockholders.  The corporation shall be entitled to
                  -----------------------                                       
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and shall not be
bound to recognize any equitable or other claim to or interest in such share or
shares on the part of any other person whether or not it shall have express or
other notice thereof, except as otherwise provided by the laws of Delaware.
(Del. Code Ann., tit. 8, (S)(S) 213(a), 219)

                                      13.
<PAGE>
 
                                 ARTICLE VIII

                      Other Securities of the Corporation

     Section 35.  Execution of Other Securities.  All bonds, debentures and
                  ----------------------------- 
other corporate securities of the corporation, other than stock certificates,
may be signed by the Chairman of the Board of Directors, the Chief Executive
Officer, the President or any other officers, or such other person as may be
authorized by the Board of Directors, and the corporate seal impressed thereon
or a facsimile of such seal imprinted thereon and attested by the signature of
the Secretary or an Assistant Secretary, the Chief Financial Officer or the
Treasurer or an Assistant Treasurer; provided, however, that where any such
bond, debenture or other corporate security shall be authenticated by the manual
signature of a trustee under an indenture pursuant to which such bond, debenture
or other corporate security shall be issued, the signatures of the persons
signing and attesting the corporate seal on such bond, debenture or other
corporate security may be the imprinted facsimile of the signatures of such
persons. Interest coupons appertaining to any such bond, debenture or other
corporate security, authenticated by a trustee as aforesaid, shall be signed by
the Chief Financial Officer or by the Treasurer or an Assistant Treasurer of the
corporation or such other person as may be authorized by the Board of Directors,
or bear imprinted thereon the facsimile signature of such person. In case any
officer who shall have signed or attested any bond, debenture or other corporate
security, or whose facsimile signature shall appear thereon or on any such
interest coupon, shall have ceased to be such officer before the bond, debenture
or other corporate security so signed or attested shall have been delivered,
such bond, debenture or other corporate security nevertheless may be adopted by
the corporation and issued and delivered as though the person who signed the
same or whose facsimile signature shall have been used thereon had not ceased to
be such officer of the corporation.

                                  ARTICLE IX

                                   Dividends

     Section 36.  Declaration of Dividends.  Dividends upon the capital
                  ------------------------                             
stock of the corporation, subject to the provisions of the Certificate of
Incorporation, if any, may be declared by the Board of Directors pursuant to law
at any regular or special meeting. Dividends may be paid in cash, in property,
or in shares of the capital stock, subject to the provisions of the Certificate
of Incorporation. (Del. Code Ann., tit. 8, (S)(S) 170, 173)

     Section 37.  Dividend Reserve.  Before payment of any dividend, there may
                  ----------------                                     
beset aside out of any funds of the corporation available for dividends such sum
or sums as the Board of Directors from time to time, in their absolute
discretion, think proper as a reserve or reserves to meet contingencies, or for
equalizing dividends, or for repairing or maintaining any property of the
corporation, or for such other purpose as the Board of Directors shall think
conducive to the

                                      14.

<PAGE>
 
interests of the corporation, and the Board of Directors may modify or abolish
any such reserve in the manner in which it was created. (Del. Code Ann., tit. 8,
(S) 171)

                                   ARTICLE X

                                  Fiscal Year

     Section 38.  Fiscal Year.  Unless otherwise fixed by resolution of the
                  -----------   
Board of Directors, the fiscal year of the corporation shall end December 31 of
each year.

                                  ARTICLE XI

                    Indemnification of Directors, Officers,
                          Employees and Other Agents

     Section 39.  Indemnification of Directors, Officers, Employees and
                  -------------------------------------------------------- 
                  Other Agents.                 
                  -------------    

                  (a) Directors and Executive Officers. The corporation shall
                      ---------------------------------   
indemnify its directors and executive officers to the full extent permitted by
the Delaware General Corporation Law, as the same exists or may hereafter be
amended (but, in the case of any such amendment, only to the extent that such
amendment permits the corporation to provide broader indemnification rights than
said Law permitted the corporation to provide prior to such amendment);
provided, however, that the corporation may limit the extent of such
indemnification by individual contracts with its directors and executive
officers; and, provided, further, that the corporation shall not be required to
indemnify any director or executive officer in connection with any proceeding
(or part thereof) initiated by such person or any proceeding by such person
against the corporation or its directors, officers, employees or other agents
unless (i) such indemnification is expressly required to be made by law, (ii)
the proceeding was authorized by the board of directors of the corporation or
(iii) such indemnification is provided by the corporation, in its sole
discretion, pursuant to the powers vested in the corporation under the Delaware
General Corporation Law.

                  (b)  Other Officers, Employees and Other Agents. The
                       ------------------------------------------  
corporation shall have power to indemnify its other officers, employees and
other agents as set forth in the Delaware General Corporation Law.

                  (c)  Good Faith. For purposes of any determination under this
                       ----------
By-Law, a director or executive officer shall be deemed to have acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, to have had no reasonable cause to believe that his conduct was
unlawful, if his action is based on the records or books of account of the
corporation or another enterprise, or on information supplied to him by the
officers of the corporation or another enterprise in the course of their duties,
or on the advice of legal counsel for the corporation or another enterprise or
on information or records given or reports made to the corporation or another

                                      15.
<PAGE>
 
enterprise by an independent certified public accountant or by an appraiser or
other expert selected with reasonable care by the corporation or another
enterprise. The term "another enterprise" as used in this paragraph (c) shall
mean any other corporation or any partnership, joint venture, trust or other
enterprise, including any employee benefit plan, of which such person is or was
serving at the request of the corporation as a director, officer, employee or
other agent. The provisions of this paragraph (c) shall not be deemed to be
exclusive or to limit in any way the circumstances in which a person may be
deemed to have met the applicable standard of conduct set forth by the Delaware
General Corporation Law.

                  (d)  Expenses. The corporation shall advance, prior to the
                       --------   
final disposition of any proceeding, promptly following request therefor, all
expenses incurred by any director or executive officer in connection with such
proceeding upon receipt of an undertaking by or on behalf of such person to
repay said amounts if it should be determined ultimately that such person is not
entitled to be indemnified under this By-Law or otherwise.

     Notwithstanding the foregoing, unless otherwise determined pursuant to
paragraph (e) of this By-Law, no advance shall be made by the corporation if a
determination is reasonably and promptly made (1) by the board of directors by a
majority vote of a quorum consisting of directors who were not parties to the
proceeding, or (2) if such quorum is not obtainable, or, even if obtainable, a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion that, based upon the facts known to the decision making party at
the time such determination is made, such person acted in bad faith or in a
manner that such person did not believe to be in or not opposed to the best
interests of the corporation, or, with respect to any criminal proceeding, such
person believed or had reasonable cause to believe that his conduct was
unlawful.

                  (e)  Enforcement. Without the necessity of entering into an
                       -----------  
express contract, all rights to indemnification and advances under this By-Law
shall be deemed to be contractual rights and be effective to the same extent and
as if provided for in a contract between the corporation and the director or
executive officer who serves in such capacity at any time while this By-Law and
other relevant provisions of the Delaware General Corporation Law and other
applicable law, if any, are in effect. Any right to indemnification or advances
granted by this By-Law to a director or executive officer shall be enforceable
by or on behalf of the person holding such right in any court of competent
jurisdiction if (i) the claim for indemnification or advances is denied, in
whole or in part, or (ii) no disposition of such claim is made within ninety
(90) days of request therefor. The claimant in such enforcement action, if
successful in whole shall be entitled to be paid also the expense of prosecuting
his claim. It shall be a defense to any such action that the claimant has not
met the standards of conduct which make it permissible under the Delaware
General Corporation Law for the corporation to indemnify the claimant for the
amount claimed, but the burden of proving such defense shall be on the
corporation. Neither the failure of the corporation (including its board of
directors, independent legal counsel or its stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he has met the applicable
standard of conduct set forth in the Delaware

                                      16.
<PAGE>
 
General Corporation Law, nor an actual determination by the corporation
(including its board of directors, independent legal counsel or its
stockholders) that the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that claimant has not
met the applicable standard of conduct.

                 (f)  Non-Exclusivity of Rights. The rights conferred on any
                      -------------------------     
person by this By-Law shall not be exclusive of any other right which such
person may have or hereafter acquire under any statute, provision of the
Certificate of Incorporation, By-Laws, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding office. The corporation is
specifically authorized to enter into individual contracts with any or all of
its directors, officers, employees or agents respecting indemnification and
advances, as provided by law.

                 (g) Survival of Rights. The rights conferred on any person by
                     ------------------
this By-Law shall continue as to a person who has ceased to be a director,
officer, employee or other agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

                 (h)  Amendments. Any repeal or modification of this By-Law
                      ----------
shall only be prospective and shall not affect the rights under this By-Law in
effect at the time of the alleged occurrence of any action or omission to act
that is the cause of any proceeding against any agent of the corporation.

                 (i)  Savings Clause. If this By-Law or any portion hereof shall
                      --------------
be invalidated on any ground by any court of competent jurisdiction, then the
corporation shall nevertheless indemnify each agent to the full extent permitted
any applicable portion of this By-Law that shall not have been invalidated, or
by any other applicable law.

                                  ARTICLE XII

                                    Notices

     Section 40.    Notices.
                    ------- 
          
                 (a)  Notice to Stockholders. Whenever, under any provisions of
                      ----------------------   
these Bylaws, notice is required to be given to any stockholder, it shall be
given in writing, timely and duly deposited in the United States mail, postage
prepaid, and addressed to his last known post office address as shown by the
stock record of the corporation or its transfer agent. (Del. Code Ann., tit. 8,
(S) 222)
 
                 (b)  Notice to Directors. Any notice required to be given to
                      -------------------   
any Director may be given by the method stated in subsection (a), or by
telegram, except that such notice other than one which is delivered personally
shall be sent to such address as such Director shall have filed in writing with
the Secretary, or, in the absence of such filing, to the last known post office
address of such Director.

                                      17.
<PAGE>
 
                 (c)  Address Unknown. If no address of a stockholder or
                      ---------------   
Director be known, notice may be sent to the office of the corporation required
to be maintained pursuant to Section 2 hereof.
               
                 (d)  Affidavit of Mailing. An affidavit of mailing, executed by
                      --------------------   
a duly authorized and competent employee of the corporation or its transfer
agent appointed with respect to the class of stock affected, specifying the name
and address or the names and addresses of the stockholder or stockholders, or
Director or Directors, to whom any such notice or notices was or were given, and
the time and method of giving the same, shall be conclusive evidence of the
statements therein contained. (Del. Code Ann., tit. 8, (S) 222)

                 (e)  Time Notices Deemed Given. All notices given by mail, as
                      -------------------------   
as above provided, shall be deemed to have been given as at the time of mailing
and all notices given by telegram shall be deemed to have been given as at the
sending time recorded by the telegraph company transmitting the notices.

                 (f)  Methods of Notice. It shall not be necessary that the same
                      -----------------   
method of notice be employed in respect of all Directors, but one permissible
method may be employed in respect of any one or more, and any other permissible
method or methods may be employed in respect of any other or others.

                 (g)  Failure to Receive Notice. The period or limitation of
                      -------------------------
time within which any stockholder may exercise any option or right, or enjoy any
privilege or benefit, or be required to act, or within which any Director may
exercise any power or right, or enjoy any privilege, pursuant to any notice sent
him in the manner above provided, shall not be affected or extended in any
manner by the failure of such stockholder or such Director to receive such
notice.

                 (h)  Notice to Person with Whom Communication Is Unlawful.
                      ----------------------------------------------------
Whenever notice is required to be given, under any provision of law or of the
Certificate of Incorporation or Bylaws of the corporation, to any person with
whom communication is unlawful, the giving of such notice to such person shall
not be required and there shall be no duty to apply to any governmental
authority or agency for a license or permit to give such notice to such person.
Any action or meeting which shall be taken or held without notice to any such
person with whom communication is unlawful shall have the same force and affect
as if such notice had been duly given. In the event that the action taken by the
corporation is such as to require the filing of a certificate under any
provision of the Delaware General Corporation Law, the certificate shall state,
if such is the fact and if notice is required, that notice was given to all
persons entitled to receive notice except such persons with whom communication
is unlawful. (Del. Code Ann., tit. 8, (S) 230)

                                      18.
<PAGE>
 
                                 ARTICLE XIII
     
                                  Amendments

     Section 41.  Amendments. These Bylaws may be repealed, altered or amended
                  ----------
or new Bylaws adopted by the stockholders. The Board of Directors shall also
have the authority, if such authority is conferred upon the Board of Directors
by the Certificate of Incorporation, to repeal, alter or amend these Bylaws or
adopt new Bylaws (including, without limitation, the amendment of any Bylaw
setting forth the number of Directors who shall constitute the whole Board of
Directors) subject to the power of the stockholders to change or repeal such
Bylaws and provided that the Board of Directors shall not make or alter any
Bylaws fixing the qualifications, classifications, term of office or
compensation of Directors. (Del. Code Ann., tit. 8, (S)(S) 109(a), 122(6))

                                  ARTICLE XIV

                         Loans of Officers and Others

     Section 42.  Certain Corporate Loans and Guaranties. If the corporation has
                  --------------------------------------
outstanding shares held of record by 100 or more persons on the date of approval
by the Board of Directors, the corporation may make loans of money or property
to, or guarantee the obligations of, any officer of the corporation or its
parent or any subsidiary, whether or not a director of the corporation or its
parent or any subsidiary, or adopt an employee benefit plan or plans authorizing
such loans or guaranties, upon the approval of the Board of Directors alone, by
a vote sufficient without counting the vote of any interested director or
directors, if the Board of Directors determines that such a loan or guaranty or
plan may reasonably be expected to benefit the corporation.

                                      19.