<PAGE>   1
                                                                     EXHIBIT 3.2


                              AMENDED AND RESTATED

                                    BYLAWS OF

                            GIGA-TRONICS INCORPORATED



<PAGE>   2
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                         Page
                                                                                         ----
<S>                                    <C>                                               <C>

        ARTICLE I - Offices

                  Section 1.01         Principal Executive Office                          1

        ARTICLE II - Shareholders

                  Section 2.01         Annual Meetings                                     1

                  Section 2.02         Special Meetings                                    1

                  Section 2.03         Adjourned Meetings                                  1

                  Section 2.04         Place of Meetings                                   3

                  Section 2.05         Notice of Shareholder Meetings                      3
 
                  Section 2.06         Quorum of the Shareholders                          4

                  Section 2.07         Conduct of Meetings                                 5

                  Section 2.08         Proxies                                             5

                  Section 2.09         Voting                                              5

                  Section 2.10         Inspectors of Election                              6

                  Section 2.11         Validation of Defectively Called or
                                       Noticed Meetings                                    7

                  Section 2.12         Action Without Meeting                              8

        ARTICLE III - Directors

                  Section 3.01         Powers                                              8

                  Section 3.02         Number of Directors                                 8

                  Section 3.03         Election and Term of Office                         9
</TABLE>



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<TABLE>

<S>                                    <C>                                                <C>
                  Section 3.04         Creation and Filling of Vacancies
                                       on the Board                                        9

                  Section 3.05         Fees and Compensation                              10

                  Section 3.06         Organization Meeting                               10

                  Section 3.07         Other Regular Meetings                             10

                  Section 3.08         Special Meetings                                   10

                  Section 3.09         Place of Meetings                                  11

                  Section 3.10         Action at a Meeting: Quorum
                                       and Required Vote                                  11

                  Section 3.11         Adjournment                                        11

                  Section 3.12         Action Without Meeting                             11

                  Section 3.13         Committees of the Board                            12

        ARTICLE IV - Officers

                  Section 4.01         Officers                                           13

                  Section 4.02         Election and Term of Office                        13

                  Section 4.03         Removal and Resignation                            13

                  Section 4.04         Vacancies                                          13

                  Section 4.05         Duties and Compensation                            13

        ARTICLE V - Indemnification

                  Section 5.01         Indemnification of Agents                          13

                  Section 5.02         Advancement of Expenses                            14

        ARTICLE VI - Miscellaneous

                  Section 6.01         Record Date                                        14

                  Section 6.02         Maintenance of Books and Records                   15
</TABLE>



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<TABLE>

<S>                                    <C>                                                <C>
                  Section 6.03         Inspection of Corporate Records                    15

                  Section 6.05         Certificates for Shares                            15

                  Section 6.06         Representation of Shares of This and
                                       Other Corporations                                 16

                  Section 6.07         Construction of these Bylaws                       17

        ARTICLE VII - Amendments

                  Section 7.01         Power of Shareholders                              17

                  Section 7.02         Power of Directors                                 17
</TABLE>



                                      iii
<PAGE>   5
                              AMENDED AND RESTATED
                      BYLAWS FOR THE REGULATION, EXCEPT AS
                      OTHERWISE PROVIDED BY STATUTE OR ITS
                          ARTICLES OF INCORPORATION, OF
                            GIGA-TRONICS INCORPORATED
                            A CALIFORNIA CORPORATION
                               (THE "CORPORATION")


                                    ARTICLE I
                                     Offices

        Section 1.01 Principal Executive Office. The principal executive office
of the Corporation is located at: 4650 Norris Canyon Road, San Ramon,
California, 94583. The Board of Directors shall have full power and authority
to, and to authorize appropriate officers of the Corporation to, change the
location of said principal executive office and to establish other offices of
the Corporation.

                                   ARTICLE II
                                  Shareholders

        Section 2.01 Annual Meetings. An annual meeting of Shareholders shall be
held for the election of Directors on the second Tuesday of July in each year
(or, should such day fall upon a legal holiday, then at the same time on the
first day thereafter which is not a legal holiday) at 10:00 o'clock A.M. of such
day, or at such other time and/or date as the Board of Directors shall
determine; provided, however, that such meeting shall be held not more than
fifteen (15) months after the last preceding annual meeting (or, in the case of
the first annual meeting, after the organization of the Corporation). Any other
proper business may be transacted at the annual meeting.

        Section 2.02 Special Meetings. Special meetings of the Shareholders, for
the purpose of taking any action permitted by the Shareholders under the General
Corporation Law and the Articles of Incorporation, may be called at any time by
the chairman of the Board or the president, or by the Board of Directors, or by
one or more Shareholders entitled to cast not less than ten percent (10%) of the
votes at the meeting. Upon request in writing directed to the chairman of the
Board, president, vice president or secretary by any person (other than the
Board) entitled to call a special meeting of Shareholders that a special meeting
of Shareholders be called for any proper purpose, the officer forthwith shall
cause notice to be given to Shareholders entitled to vote that a meeting will be
held at a time requested by the person or persons calling the meeting, but not
less than thirty-five (35) days, nor more than sixty (60) days, after receipt of
the request.

        Section 2.03 Adjourned Meetings. Any Shareholders' meeting, annual or
special, whether or not a quorum is present, may be adjourned from time to time
by the vote of a majority of the shares, the holders of which are either present
in person or 



<PAGE>   6
represented by proxy thereat, but in the absence of a quorum no
other business may be transacted at such meeting, except as provided in Section
2.06.

        When a Shareholders' meeting is adjourned to another time or place,
except as provided below, notice need not be given of the time and place of or
of the business to be conducted at the adjourned meeting if the time and place
thereof are announced at the meeting at which such adjournment is taken. When
any Shareholders' meeting is adjourned for forty-five (45) days or more, or if
after adjournment a new record date is fixed for the adjourned meeting, notice
of the adjourned meeting shall be given to each Shareholder of record entitled
to vote at the meeting.

        At the adjourned meeting, provided that the quorum requirements of
Section 2.06 are satisfied, the Corporation may transact any business which
might have been transacted at the original meeting.

        Section 2.04 Place of Meetings. All annual or other meetings of
Shareholders shall be held at any place within or without the State of
California which may be designated by the Board of Directors.

        Section 2.05 Notice of Shareholder Meetings. Written notice of any
meeting of Shareholders shall be given to each Shareholder entitled to vote,
either personally or by first-class mail, or, if the outstanding shares of the
Corporation are held of record by 500 or more persons (determined as provided by
Section 605 of the General Corporation Law) on the record date for the
Shareholders' meeting, by third-class mail, or other means of written
communication, charges prepaid, addressed to such Shareholder at such
Shareholder's address appearing on the books of the Corporation or given by such
Shareholder to the Corporation for the purpose of notice. If no such address
appears on the books of the Corporation and a Shareholder has given no address
for the purpose of notice, then notice shall be deemed to have been given to
such Shareholder if it is (i) sent by mail or other means of written
communication addressed to the place where the principal executive office of the
Corporation is located, or (ii) published at least once in a newspaper of
general circulation in the county in which said principal executive office is
located.

        Any such notice shall be deemed to have been given at the time when
delivered personally or deposited in the mail or sent by other means of written
communication. An affidavit of mailing of any such notice in accordance with the
foregoing provisions, executed by the secretary, assistant secretary or any
transfer agent of the Corporation, shall be prima facie evidence of the giving
of the notice.

        If any notice addressed to the Shareholder at the address of such
Shareholder appearing on the books of the Corporation is returned to the
Corporation by the United States Postal Service marked to indicate that the
United States Postal Service is unable to deliver the notice to the Shareholder
at such address, all future notices shall be deemed to have been duly given to
such Shareholder without further mailing if the same shall be available for the
Shareholder upon written demand of the Shareholder at the 



                                       3
<PAGE>   7
principal executive office of the Corporation for a period of one year from the 
date of the giving of the notice to all other Shareholders.

        Such written notice shall be given to each Shareholder entitled to vote
at the meeting not less than ten (10) days nor more than sixty (60) days before
the date of the meeting. Such written notice shall state:

            (a) the place, the date, and the hour of such meeting; and

            (b) in the case of a special meeting, the general nature of the
business to be transacted (and no other business may be transacted at such
meeting); and

            (c) in the case of the annual meeting, those matters which the
Board, at the time of the mailing of the notice, intends to present for action
by the Shareholders, but, subject to the requirements of (d), (e) and (f) below,
any proper matter may be presented at the meeting for action by the
Shareholders; and

            (d) if Directors are to be elected, the names of nominees intended
at the time of the notice to be presented by the Board for election; and

            (e) the general nature of any proposal to take action with respect
to approval of (i) a contract or other transaction between the Corporation and
one or more of its Directors or other persons described in Section 310 of the
General Corporation Law, (ii) amendment of the Articles of Incorporation, (iii)
a reorganization of the Corporation as defined in Section 181 of the General
Corporation Law, (iv) voluntary dissolution of the Corporation, or (v) a plan of
distribution in the course of dissolution of the Corporation other than in
accordance with the liquidation rights of outstanding preferred shares, if any,
pursuant to Section 2007 of the General Corporation Law; and

            (f) such other matters, if any, as may be expressly required by
applicable law.

        Section 2.06 Quorum of the Shareholders. Unless otherwise provided in
the Articles of Incorporation, a majority of the shares entitled to vote at the
meeting, represented by holders in person or by proxy at the meeting, shall
constitute a quorum for the transaction of business at the meeting. Whenever
under the General Corporation Law any shares are disqualified from voting on any
matter, they shall not be considered outstanding for purposes of determining the
quorum required at a meeting held to act upon that matter.

        The Shareholders present at a duly called or held meeting at which a
quorum is present may continue to transact business until adjournment,
notwithstanding the withdrawal of enough Shareholders to leave less than a
quorum, if any action taken (other than adjournment) is approved by at least a
majority of the shares required to constitute a quorum, and by any greater
number of shares otherwise required to take such action by applicable law or the
Articles of Incorporation.



                                       4
<PAGE>   8
        Section 2.07 Conduct of Meetings. Subject to the requirements of
applicable law, and the express provisions of the Articles of Incorporation and
these Bylaws, all annual and special meetings of Shareholders shall be conducted
in accordance with such rules and procedures as the Board of Directors may
determine and, as to matters not governed by such rules and procedures, as the
chairman of such meeting shall determine. The chairman of any annual or special
meeting of Shareholders shall be designated by the Board of Directors and, in
the absence of any such designation, shall be the president of the Corporation.

        Section 2.08 Proxies. Every person entitled to vote shares of this
Corporation shall have the right to do so in person or by a written proxy
executed by such person or his duly authorized agent and filed with the
secretary of the Corporation, authorizing another person or persons to vote or
execute consents with respect to such shares. Subject to the provisions of this
Section and applicable law, any proxy duly executed continues in full force and
effect until revoked by the person executing it prior to the vote pursuant
thereto.

        A proxy (other than a proxy which states that it is irrevocable and
otherwise meets the requirements of Section 705(e) of the General Corporation
Law) is revoked by:

            (a) a written instrument revoking it, filed with the secretary of
the Corporation prior to the vote pursuant thereto, or a duly executed proxy
bearing a later date, executed by the person executing the proxy being revoked
and presented at the meeting; or

            (b) as to any meeting, by attendance at such meeting and voting of
the shares subject thereto by the person executing the proxy; or

            (c) written notice of the death or incapacity of the maker of such
proxy received by the Corporation before the vote pursuant thereto is counted
(but the death or incapacity of the maker of the proxy does not revoke the proxy
prior to the receipt by the Corporation of such written notice); or

            (d) the expiration of eleven (11) months from the date of the
execution of the proxy, unless the person executing it specifies therein the
length of time for which such proxy is to continue in force.

        Section 2.09 Voting. The Board of Directors may fix a record date for
the determination of the Shareholders entitled to vote at any meeting of
Shareholders, and if a record date for voting purposes is not fixed by the
Board, it shall be determined as provided in Section 6.01 below.

        Unless the Articles of Incorporation provide for more or less than one
vote per share, and subject to the following provisions with respect to voting
on election of Directors, each outstanding share, regardless of class, shall be
entitled to one vote on each 



                                       5
<PAGE>   9
matter on which such share is entitled to be voted. Subject to the requirements
of the next sentence, every Shareholder entitled to vote at any election for
Directors shall have the right to cumulate such Shareholder's votes and to give
one candidate a number of votes equal to the number of Directors to be elected
by the class of shares such Shareholder is entitled to vote, multiplied by the
number of votes to which such Shareholder's shares are normally entitled, or to
distribute such Shareholder's votes on the same principle among as many
candidates as the Shareholder thinks fit. No Shareholder shall be entitled to
cumulate votes in accordance with the preceding sentence unless the name of the
candidate or candidates for whom such votes would be cast has been placed in
nomination prior to the voting and any Shareholder has given notice at the
meeting, prior to the voting, of such Shareholder's intention to cumulate such
Shareholder's votes. Any holder of shares entitled to vote on any matter may
vote part of the shares in favor of the proposal and refrain from voting the
remaining shares or (except in voting upon election of Directors) vote them
against the proposal, but, if the Shareholder fails to specify the number of
shares such Shareholder is voting affirmatively, it will be conclusively
presumed that the Shareholder's approving vote is with respect to all shares
such Shareholder is entitled to vote. Voting by the Shareholders may be a voice
vote or by ballot; provided, however, that all elections for Directors must be
by ballot upon demand made by a Shareholder at the meeting and before the voting
begins.

        Except as provided in the second paragraph of Section 2.06:

            (a) the affirmative vote of a majority of the shares represented and
voting at a duly held meeting at which a quorum is present (which shares voting
affirmatively also constitute at least a majority of the required quorum) shall
be the act of the Shareholders, unless the vote of a greater number or voting by
classes is required for such act by the General Corporation Law or the Articles
of Incorporation, provided that, whenever under the General Corporation Law any
shares are disqualified from voting on any matter, such shares shall not be
considered outstanding for purposes of determining the required vote to approve
such matter; and

            (b) in the election of Directors, the candidates receiving the
highest number of affirmative votes of shares entitled to be voted for them, up
to the number of Directors to be elected by such shares, are elected. Votes
against the Director and votes withheld shall have no legal effect.

        Section 2.10 Inspectors of Election. In advance of any meeting of
Shareholders, the Board of Directors may appoint inspectors of election to act
at such meeting and any adjournment thereof. If inspectors of election are not
so appointed, or if any persons so appointed fail to appear or refuse to act,
then, unless other persons are appointed by the Board of Directors prior to the
meeting, the chairman of any such meeting may, and on the request of any
Shareholder or a Shareholder's proxy shall, appoint inspectors of election (or
persons to replace those who fail to appear or refuse to act) at the meeting.
The number of inspectors shall be either one or three. If inspectors of election
are to be appointed at a meeting on the request of one or more Shareholders or



                                       6
<PAGE>   10
proxies, the majority of shares represented in person or by proxy shall
determine whether one or three inspectors are to be appointed.

        The duties of such inspectors shall be as prescribed by Section 707 of
the General Corporation Law and shall include: (a) determining the number of
shares outstanding and the voting power of each, the shares represented at the
meeting, the existence of a quorum, and the authenticity, validity and effect of
proxies; (b) receiving votes, ballots or consents; (c) hearing and determining
all challenges and questions in any way arising in connection with the right to
vote; (d) counting and tabulating all votes or consents and determining the
result; and (e) taking such other action as may be proper to conduct the
election or vote with fairness to all Shareholders. In the determination of the
validity and effect of proxies the dates contained on the forms of proxy shall
presumptively determine the order of execution of the proxies, regardless of the
postmark dates on the envelopes in which they are mailed.

        The inspectors of election shall perform their duties impartially, in
good faith, to the best of their ability and as expeditiously as is practical.
If there are three inspectors of election, the decision, act or certificate of a
majority is effective in all respects as the decision, act or certificate of
all. Any report or certificate made by the inspectors of election is prima facie
evidence of the facts stated therein.

        Section 2.11 Validation of Defectively Called or Noticed Meetings. The
transactions of any meeting of Shareholders, however called and noticed and
wherever held, are as valid as though had at a meeting duly held after regular
call and notice, if the quorum requirements of Section 2.06 are satisfied, and
if, either before or after the meeting, each of the following persons signs a
written waiver of notice, or a consent to the holding of such meeting, or an
approval of the minutes thereof:

            (a) any person entitled to vote at the meeting not present at the
meeting in person or by proxy;

            (b) any person who, though present, has, at the beginning of the
meeting, properly objected to the transaction of any business because the
meeting was not lawfully called or convened; or

            (c) any person who, though present, during the meeting has properly
objected to the consideration of particular matters of business required by the
General Corporation Law to be included in the notice of the meeting, but not so
included.

        All such waivers, consents or approvals shall be filed with the
corporate records or made a part of the minutes of the meeting.

        Except as otherwise provided in the Articles of Incorporation and
subject to the next sentence, neither the business to be transacted at, nor the
purpose of, any annual or special meeting of Shareholders need be specified in
any written waiver of notice, consent to the holding of the meeting or approval
of the minutes thereof.  Any 



                                       7
<PAGE>   11
such waiver of notice of or consent to the holding of a meeting at which a
proposal described in Section 2.05(e) was or is to be acted upon shall contain
a statement of the general nature of such proposal if no such statement was
included in the notice of meeting.

        Section 2.12 Action Without Meeting. Unless otherwise provided in the
Articles of Incorporation:

        Any action which, under any provision of the General Corporation Law,
may be taken at a meeting of the Shareholders, may be taken without a meeting,
upon notice as hereinafter set forth, if a consent in writing, setting forth
the action so taken, is signed by the holders of outstanding shares having not
less than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote thereon were
present and voted.

        All such written consents shall be filed with the secretary of the
Corporation.

        The Board of Directors may fix a record date for the determination of
Shareholders entitled to give such written consent, and, if the record date for
such determination is not fixed by the Board, it shall be determined as
provided in Section 6.01 below.

        Any Shareholder giving a written consent, or the Shareholder's
proxyholders, or a transferee of the shares or a personal representative of the
Shareholder, or their respective proxyholders, may revoke the consent by a
writing received by the Corporation prior to the time that written consents of
the number of shares required to authorize the proposed action have been filed
with the secretary of the Corporation, but may not do so thereafter. Such
revocation, if timely, is effective upon its receipt by the secretary of the
Corporation.

                                   ARTICLE III
                                    Directors

        Section 3.01 Powers. Subject to limitations of the General Corporation
Law and any limitations in the Articles of Incorporation as to action required
to be authorized or approved by the Shareholders, the business and affairs of
the Corporation shall be managed and all corporate powers shall be exercised by
or under the direction of the Board of Directors. Subject to the foregoing, the
Board may delegate the management of the day-to-day operation of the business of
the Corporation to officers, agents and employees of the Corporation.

        Section 3.02 Number of Directors. The authorized number of Directors
shall not be less than five (5) nor more than seven (7) until changed by
amendment of the Articles of Incorporation or by a Bylaw amending this Section
3.02 duly adopted by the required percentage of outstanding shares required to
vote on such amendment. The



                                       8
<PAGE>   12
exact number of Directors shall be fixed from time to time, within the
limits specified, by resolution of the Board of Directors or Shareholders.
Subject to the foregoing provisions for changing the exact number of Directors,
the number of Directors of the Corporation shall be five (5).

        Section 3.03 Election and Term of Office. At each annual meeting of
Shareholders the Directors shall be elected to hold office until the next annual
meeting. Each Director, including a Director elected to fill a vacancy, shall
hold office until expiration of the term for which such Director was elected,
and until a successor has been elected and qualified, subject to the General
Corporation Law and the provisions of these Bylaws with respect to vacancies on
the Board.

        Section 3.04 Creation and Filling of Vacancies on the Board. A vacancy
or vacancies on the Board of Directors shall be deemed to exist in case of the
death, removal or resignation of any Director, if the authorized number of
Directors is increased, or if the Shareholders fail, at any annual or special
meeting of Shareholders at which any Director or Directors are to be elected, to
elect the full authorized number of Directors to be elected at that meeting.

        The Board of Directors may remove any Director who has been declared of
unsound mind by an order of court or who has been convicted of a felony. In
addition, any or all of the Directors may be removed without cause if such
removal is approved by the vote or written consent of holders of a majority of
the outstanding shares entitled to vote on the election of Directors, subject to
the following:

            (a) No Director may be removed (unless the entire Board is removed)
when the votes cast against removal, or not consenting in writing to such
removal, would be sufficient to elect such Director if voted cumulatively at an
election at which the same total number of votes were cast (or, if such action
is taken by written consent, all shares entitled to vote were voted) and the
entire number of Directors authorized at the time of the Director's most recent
election were then being elected; and

            (b) When by the provisions of the Articles of Incorporation the
holders of the shares of any class or series, voting as a class or series, are
entitled to elect one or more Directors, any Director so elected may be removed
only by the applicable vote of the holders of the shares of that class or
series.

        Any Director may resign effective upon giving written notice to the
chairman of the Board, the president, the secretary or the Board of Directors of
the Corporation, or at any later time specified therein; and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective. If the resignation is effective at a future time, a successor
may be elected to take office when the resignation becomes effective.

        Unless otherwise provided in the Articles of Incorporation, vacancies in
the Board of Directors, except for a vacancy created by the removal of a
Director, may be 



                                       9
<PAGE>   13
filled by a majority of the remaining Directors, though less than a quorum, or
by a sole remaining Director, and each Director so elected shall hold office
until occurrence of an event specified above creating a vacancy in such
Director's office or until such Director's successor is elected and qualified.
The Shareholders may elect a Director or Directors at any time to fill any
vacancy or vacancies not filled by the Directors; provided, however, that a
vacancy in the Board of Directors created by the removal of a Director may only
be filled by written consent if all shares entitled to vote on the election of
Directors shall so consent in writing.

        Section 3.05 Fees and Compensation. By resolution of the Board of
Directors, one or more of the Directors may be paid a retainer for their
services as Directors, or a fixed fee (with or without expenses of attendance)
for attendance at each meeting, or both. 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.

        Section 3.06 Organization Meeting. Immediately following each annual
meeting of Shareholders, the Board of Directors shall hold a regular meeting at
the place of said annual meeting or at such other place as shall be fixed by the
Board of Directors, for the purpose of organization, election of officers, and
the transaction of other business. Call and notice of such meeting are hereby
dispensed with.

        Section 3.07 Other Regular Meetings. Other regular meetings of the Board
of Directors may be held at the time and place of regular meetings of the Board
fixed in advance by the Board of Directors. Call and notice of such regular
meetings of the Board of Directors are hereby dispensed with.

        Section 3.08 Special Meetings. Special meetings of the Board of
Directors, for the purpose of taking any action permitted by the Directors under
the General Corporation Law and the Articles of Incorporation, may be called at
any time by the chairman of the Board, the president, any vice president, the
secretary or by any two Directors.

        Notice of a meeting need not be given to any Director who signs a waiver
of notice or a consent to hold the meeting or an approval of the minutes
thereof, whether before or after the meeting, or who attends the meeting without
protesting, prior to the meeting or at its commencement, the lack of notice to
such Director. All such waivers, consents and approvals shall be filed with the
corporate records or made a part of the minutes of the meeting. Subject to the
preceding sentence, notice of the time and place of special meetings shall be
given to each Director (a) personally or by telephone or by telegraph, in each
case forty-eight (48) hours prior to the holding of the meeting, or (b) by mail,
charges prepaid, addressed to him at his address as it is shown upon the records
of the Corporation or, if it is not so shown on such records and is not readily
ascertainable, at the place at which the meetings of the Directors are regularly
held, at least four (4) days prior to the holding of the meeting. Notice by mail
shall be deemed to have been given at the time a written notice is deposited in
the United States mails, postage prepaid. Any 



                                       10
<PAGE>   14
other written notice shall be deemed to have been given at the time it is
personally delivered to the recipient or is delivered to a common carrier for
transmission, or actually transmitted by the person giving the notice by
electronic means, to the recipient. Oral notice shall be deemed to have been
given at the time it is communicated, in person or by telephone or wireless, to
the recipient or to a person at the office of the recipient who the person
giving the notice has reason to believe will promptly communicate it to the
recipient.

        Any notice, waiver of notice or consent to holding a meeting shall state
the time and place of the meeting but need not specify the purpose of the
meeting.

        Section 3.09 Place of Meetings. Regular and special meetings of the
Board of Directors may be held at any place within or without the State which
has been designated by resolution of the Board. In the absence of such
designation meetings shall be held at the principal executive office of the
Corporation.

        Section 3.10 Action at a Meeting: Quorum and Required Vote. Presence in
person of a majority of the authorized number of Directors at a meeting shall
constitute a quorum of the Board for the transaction of business, except as
hereinafter provided. Members of the Board may participate in a meeting through
use of conference telephone or similar communications equipment, so long as all
members participating in such meeting can hear one another. Participation in a
meeting as permitted in the preceding sentence constitutes presence in person at
such meeting.

        Except as provided in the next sentence, every act or decision done or
made by a majority of the Directors present at a meeting duly held at which a
quorum is present is the act of the Board of Directors, unless a greater number
is required by applicable law, by the Articles of Incorporation, or by these
Bylaws. A meeting at which a quorum is initially present may continue to
transact business notwithstanding the withdrawal of Directors, provided that any
action taken must be approved by at least a majority of the required quorum for
such meeting.

        Section 3.11 Adjournment. A majority of the Directors present at any
meeting, whether or not a quorum is present, may adjourn any Directors' meeting
to another time and place. If any meeting is adjourned for more than twenty-four
(24) hours, notice of any adjournment to another time or place shall be given
prior to the time of the adjourned meeting to the Directors who were not present
at the time of adjournment. Otherwise notice of the time and place of holding an
adjourned meeting need not be given to absent Directors if the time and place is
fixed at the meeting adjourned.

        Section 3.12 Action Without Meeting. Any action required or permitted to
be taken by the Board of Directors may be taken without a meeting if all members
of the Board shall individually or collectively consent in writing to such
action. Such written consent or consents shall be filed with the minutes of the
proceedings of the Board and shall have the same force and effect as a unanimous
vote of such Directors.



                                       11
<PAGE>   15
        Section 3.13 Committees of the Board. By resolution adopted by a
majority of the authorized number of Directors, the Board of Directors may
designate an executive committee, an audit committee and such other committees
as it shall determine, each consisting of two or more Directors, to serve at the
pleasure of the Board, and prescribe the manner in which proceedings of such
committees shall be conducted. The appointment of members or alternate members
of a committee shall be by a majority vote of the authorized number of
Directors. For purposes of these Bylaws, the term "audit committee" shall mean
any committee of the Board of Directors to which is delegated the function of
periodically reviewing the financial condition, and the results of audit
examinations, of the Corporation with the Corporation's independent public
accountants. The audit committee, if appointed, shall not include any officer or
employee of the Corporation unless the Board of Directors shall specifically
designate an officer or employee to serve on such committee.

        Unless, to the extent permitted by the General Corporation Law, the
Board of Directors shall otherwise prescribe the manner of proceedings of any
such committee, the provisions of these Bylaws and Section 307 of the General
Corporation Law with respect to notice and conduct of meetings of the Board
shall govern committees of the Board and action by such committees.

        Any such committee, to the extent provided in a resolution of the Board,
shall have all of the authority of the Board, except with respect to:

            (a) the approval of any action for which the General Corporation Law
or the Articles of Incorporation also require approval of the Shareholders;

            (b) the filling of vacancies on the Board or on any committee;

            (c) the fixing of compensation of the Directors for serving on the
Board or on any committee;

            (d) the adoption, amendment or repeal of Bylaws;

            (e) the amendment or repeal of any resolution of the Board which by
its express terms is not so amendable or repealable;

            (f) any distribution to the Shareholders, except at a rate or in a
periodic amount or within a price range determined by the Board; and

            (g) the appointment of other committees of the Board or the members
thereof.



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<PAGE>   16
                                   ARTICLE IV
                                    Officers

        Section 4.01 Officers. The officers of the Corporation shall be a
president, a corporate secretary and chief financial officer. The Corporation
may also have, at the discretion of the Board of Directors, a chairman of the
Board and such other officers, with such titles and duties as may be determined
by the Board of Directors. One person may hold two or more offices.

        Section 4.02 Election and Term of Office. The officers of the
Corporation shall be chosen by the Board of Directors, and each shall hold
office at the pleasure of the Board or until such officer shall resign, subject,
in each case, to the rights, if any, of the Corporation and any such officer
under any contract of employment with the Corporation.

        Section 4.03 Removal and Resignation. Any officer may be removed, either
with or without cause, by a majority of the Directors at the time in office, at
any regular or special meeting of the Board of Directors, or, except in case of
an officer chosen by the Board of Directors, by any officer upon whom such power
of removal may be conferred by the Board of Directors, subject, in each case, to
the rights, if any, of any such officer under any contract of employment with
the Corporation.

        Any officer may resign at any time by giving written notice to the
Corporation, without prejudice, however, to the rights, if any, of the
Corporation under any contract to which such officer is a party. Any such
resignation shall take effect at the date of the receipt of such notice or at
any later time specified therein; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

        Section 4.04 Vacancies. A vacancy in any office shall be filled in the
manner prescribed in these Bylaws for regular appointments to such office.

        Section 4.05 Duties and Compensation. Officers of the Corporation shall
have such powers and duties, and shall receive such compensation therefor, as
may be specified from time to time by the Board of Directors. In the absence of
any contrary determination by the Board of Directors, the president shall be the
general manager and chief executive officer of the Corporation and shall,
subject to the power and authority of the Board of Directors, have general
supervision, direction, and control of the officers, employees, business, and
affairs of the Corporation.

                                    ARTICLE V

                            Indemnification of Agents

        Section 5.01 Indemnification of Corporate Agents.The Corporation shall
indemnify its directors, and, by action of the Board of Directors, may indemnify
each of its other agents, against expenses, judgments, fines, settlements and
other amounts 



                                       13
<PAGE>   17
actually and reasonably incurred by such person by reason of such person's
having been made or having threatened to be made a party to a proceeding in
excess of the indemnification otherwise permitted by the provisions of Section
317 of the California Corporations Code subject to the limits on such excess
indemnification set forth in Section 204 of the California Corporations Code.

        Section 5.02 Advancement of Expenses. Expenses incurred by a director of
the corporation in defending a civil or criminal action, suit or proceeding by
reason of fact that he is or was a director of the corporation (or was serving
at the corporation's request as a director or officer of another corporation)
shall be paid by the corporation in advance of final disposition of such action,
suit or proceeding upon receipt of an undertaking by or on behalf of such
director to repay such amount if it shall ultimately be determined that he is
not entitled to be indemnified by the corporation as authorized by relevant
sections of the General Corporation Law of California.

                                   ARTICLE VI

                                  Miscellaneous

        Section 6.01 Record Date. The Board of Directors may fix a time in the
future as a record date for the determination of the Shareholders entitled to
notice of and to vote at any meeting of Shareholders or to give consent to
corporate action in writing without a meeting, to receive any report, to receive
payment of any dividend or distribution or allotment of rights, or to exercise
rights in respect to any other lawful action. The record date so fixed in
advance shall not be more than sixty (60) days nor less than ten (10) days prior
to the date of any meeting, nor more than sixty (60) days prior to any other
event for the purposes of which it is fixed.

        If no record date is fixed by the Board of Directors:

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

            (b) The record date for determining Shareholders entitled to give
consent to corporate action in writing without a meeting, when no prior action
by the Board has been taken, shall be the day on which the first written consent
is given; and

            (c) The record date for determining Shareholders for any other
purpose shall be the day on which the Board adopts the resolution relating
thereto, or the 60th day prior to the date of such action, whichever is later.

        A determination of Shareholders of record entitled to notice of or to
vote at a meeting of Shareholders shall apply to any adjournment of the meeting
unless the Board fixes a new record date for the adjourned meeting, but the
Board shall fix a new 



                                       14
<PAGE>   18
record date if the meeting is adjourned for more than 45 days from the date set
for the original meeting.

        Subject to the provisions of Sections 702 to 704 of the General
Corporation Law relating to voting of shares held by a fiduciary, receiver,
pledgee, or a minor or in the name of a Corporation or in joint ownership, only
Shareholders of record at the close of business on the record date are entitled
to notice and to vote at any such meeting, to give consent without a meeting, to
receive any report, to receive the dividend, distribution, or allotment of
rights, or to exercise the rights, as the case may be, as to which such record
date is fixed, notwithstanding any transfer of any shares on the books of the
Corporation after the record date, except as otherwise provided in the Articles
of Incorporation or by agreement or applicable law.

        Section 6.02 Maintenance of Books and Records. The Corporation shall
keep adequate and correct books and records of account and shall keep minutes of
the proceedings of its Shareholders, Board of Directors and committees of the
Board and shall keep at its principal executive office, or at the office of its
transfer agent or registrar, a record of its Shareholders, giving the names and
addresses of all Shareholders and the number and class of shares held by each.
Such minutes shall be kept in written form. Such other books and records may be
kept either in written form or in any other form capable of being converted into
written form.

        This Corporation shall keep at its principal executive office in
California, or if its principal executive office is not in California, then at
its principal office in California (or otherwise provide upon written request of
any Shareholder) the original or a copy of these Bylaws, as amended to date,
certified by the secretary.

        Section 6.03 Inspection of Corporate Records. These Bylaws, as amended
to date, the accounting books and records, the record of Shareholders, and
minutes of proceedings of the Shareholders and the Board and committees of the
Board of this Corporation and any subsidiary of this Corporation shall be open
to inspection upon the written demand on the Corporation of any Shareholder or
holder of a voting trust certificate at any reasonable time during usual
business hours, for a purpose reasonably related to such holder's interests as a
Shareholder or as the holder of such voting trust certificate. Such inspection
by a Shareholder or holder of a voting trust certificate may be made in person
or by agent or attorney, and the right of inspection in this paragraph includes
the right to copy and make extracts at such holder's expense.

        Every Director shall have the absolute right at any reasonable time to
inspect and copy all books, records and documents of every kind and to inspect
the physical properties of the Corporation and its subsidiaries. Such inspection
by a Director may be made in person or by agent or attorney and the right of
inspection includes the right to copy and make extracts.

        Section 6.04 Certificates for Shares. Every holder of shares in this
Corporation shall be entitled to have a certificate signed in the name of this
Corporation



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<PAGE>   19
by the chairman or vice chairman of the Board or the president, a chief
executive officer or a vice president and by the chief financial officer or an
assistant treasurer or the secretary or any assistant secretary, certifying the
number of shares and the class or series of shares owned by the Shareholder. Any
or all of the signatures on the certificate may be facsimile. 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 such person were an officer,
transfer agent or registrar at the date of issue.

        If the shares of this Corporation are at any time classified, or if any
class of shares has two or more series, any such certificate for shares of this
Corporation shall contain, on its face or on the reverse thereof with a
reference thereto on its face, one of the statements required by Section 417 of
the General Corporation Law.

        Any such certificate shall also contain such legend or other statement
as may be required by Sections 409(d) and 418 of the General Corporation Law,
the Corporate Securities Law of 1968, the federal securities laws, and any
agreement between the Corporation and the issuee thereof.

        This Corporation may issue a new share certificate or a new certificate
for any other security in the place of any certificate theretofore issued by it,
alleged to have been lost, stolen or destroyed. This Corporation may require the
owner of the lost, stolen or destroyed certificate or the owner's legal
representative to give the Corporation a bond (or other adequate security)
sufficient to indemnify it against any claim that may be made against it
(including any expense or liability) on account of the alleged loss, theft or
destruction of any such certificate or the issuance of such new certificate.

        When the Articles of Incorporation are amended in any way affecting the
statements contained in the certificates for outstanding shares, or it becomes
desirable for any reason, in the discretion of the Board of Directors, to cancel
any outstanding certificate for shares and issue a new certificate therefor
conforming to the rights of the holder, the Board may order any holders of
outstanding certificates for shares to surrender and exchange them for new
certificates within a reasonable time to be fixed by the Board.

        The order may provide that a holder of any certificates so ordered to be
surrendered is not entitled to vote or to receive dividends or exercise any of
the other rights of Shareholders until the holder has complied with the order,
but such order operates to suspend such rights only after notice and until
compliance. The duty of surrender of any outstanding certificates may also be
enforced by civil action.

        Section 6.05 Representation of Shares of This and Other Corporations.
All rights incident to any and all shares of another corporation or corporations
standing in the name of this Corporation may be exercised by such officer, agent
or proxyholder as the Board of Directors may designate. In the absence of such
designation, such rights may be exercised by the chairman of the Board or the
president of this Corporation, or by 



                                       16
<PAGE>   20
any other person authorized to do so by the chairman of the Board or the
president of this Corporation.

        Except as provided below, shares of this Corporation owned by any
subsidiary of this Corporation shall not be entitled to vote on any matter.

        Shares of this Corporation held by this Corporation in a fiduciary
capacity, and shares of this Corporation held in a fiduciary capacity by any
subsidiary of this Corporation, shall not be entitled to vote on any matter,
except to the extent that the settlor or beneficial owner possesses and
exercises a right to vote or to give this Corporation or such subsidiary binding
instructions as to how to vote such shares.

        Solely for purposes of this Section 6.05, a corporation shall be
considered a "subsidiary" of this Corporation if this Corporation owns directly,
or indirectly through one or more subsidiaries, shares of the other corporation
possessing more than twenty-five percent (25%) of the power to vote for the
election of Directors at the time determination of such voting power is made.

        Section 6.06 Construction of These Bylaws. Unless the context of a
Section of these Bylaws otherwise requires, the terms used in these Bylaws shall
have the meanings provided in, and these Bylaws shall be construed in accordance
with, Chapter 1 of the General Corporation Law.

                                   ARTICLE VII

                                   Amendments

        Section 7.01 Power of Shareholders. New Bylaws may be adopted or these
Bylaws may be amended or repealed by the affirmative vote or written consent of
a majority of the outstanding shares entitled to vote, except as otherwise
expressly provided by applicable law or by the Articles of Incorporation or
elsewhere in these Bylaws.

        Section 7.02 Power of Directors. Subject to the right of Shareholders,
as provided in Section 7.01, to adopt, amend or repeal Bylaws, Bylaws (other
than a Bylaw or amendment thereof changing the authorized number of Directors or
otherwise restricted by applicable law, the Articles of Incorporation or these
Bylaws subject to amendment or repeal by the Shareholders) may be adopted,
amended or repealed by the Board of Directors.



                                       17