<PAGE>

                                                                     EXHIBIT 3.1

                             RESTATED AND AMENDED

                                     BYLAWS

                                       OF

                                 CHATCOM, INC.,

                            A California Corporation

                            (As of February 1, 1997)


                                   ARTICLE I

                                    OFFICES

     Section 1.  PRINCIPAL OFFICES.  The board of directors shall fix the
location of the principal executive office of the corporation at any place
within or outside the State of California. If the principal executive office is
located outside this state, and the corporation has one or more business offices
in this state, the board of directors shall fix and designate a principal
business office in the State of California.

     Section 2.  OTHER OFFICES.  The board of directors may at any time
establish branch or subordinate offices at any place or places where the
corporation is qualified to do business.

                                   ARTICLE II
                            MEETINGS OF SHAREHOLDERS

     Section 1.  PLACE OF MEETINGS.  Meetings of shareholders shall be held at
any place within or outside the State of California designated by the board of
directors. In the absence of such designation, shareholders' meetings shall be
held at the principal executive offices of the corporation.

     Section 2.  ANNUAL MEETING.  The annual meeting of shareholders shall be
held at any place within or outside the State of California designated by the
board of directors. At each annual meeting directors shall be elected, and any
other proper business shall be transacted.

     Section 3.  SPECIAL MEETING.  A special meeting of the shareholders may be
called at any time by the board of directors, or by the chairman of the board,
or by the president, or by one or more shareholders holding shares in the
aggregate entitled to cast not less than ten percent (10%) of the votes at that
meeting.

     If a special meeting is called by any person or persons other than the
board of directors, the request shall be in writing, specifying the time of such
meeting and the general 

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nature of the business proposed to be transacted, and shall be delivered
personally or sent by registered mail or by telegraphic or other facsimile
transmission to the chairman of the board, the president, any vice president, or
the secretary of the corporation. The officer receiving the request shall cause
notice to be promptly given to the shareholders entitled to vote, in accordance
with the provisions of Section 4 and 5 of this Article II, that a meeting will
be held at the time requested by the person or persons calling the meeting, not
less than thirty-five (35) nor more than sixty (60) days after receipt of the
request. If the notice is not given within twenty (20) days after receipt of the
request, the person or persons requesting the meeting may give the notice.
Nothing contained in this paragraph of this Section 3 shall be construed as
limiting, fixing or affecting the time when a meeting of the shareholders called
by action of the board of directors may be held.

     Section 4.  NOTICE OF SHAREHOLDERS' MEETINGS.  All notices of meetings of
shareholders shall be sent or otherwise given in accordance with Section 5 of
this Article II not less than ten (10) days nor more than sixty (60) days before
the date of the meeting. The notice shall specify the place, date and hour of
the meeting and (i) in the case of a special meeting, the general nature of the
business to be transacted, or (ii) in the case of the annual meeting, those
matters which the board of directors, at the time of giving notice, intends to
present for action by the shareholders. The notice of any meeting at which
directors are to be elected shall include the name of any nominee or nominees
whom, at the time of the notice, management intends to present for election.

     If action is proposed to be taken at any meeting for approval of (i) a
contract or transaction in which a director has a direct or indirect financial
interest, pursuant to Section 310 of the Corporations Code of California, (ii)
an amendment of the articles of incorporation, pursuant to Section 902 of that
Code, (iii) a reorganization of the corporation, pursuant to Section 1201 of
that Code, (iv) a voluntary dissolution of the corporation, pursuant to Section
1900 of that Code, or (v) a distribution in dissolution other than in accordance
with the rights of outstanding preferred shares, pursuant to Section 2007 of
that Code, the notice shall also state the general nature of that proposal.

     Section 5.  MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE. Notice of any
meeting of shareholders shall be given either personally or by first-class mail
or telegraphic or other written communication, charges prepaid, addressed to the
shareholder at the address of that shareholder to the corporation for the
purpose of notice. If no such address appears on the corporation's books or is
given, notice shall be deemed to have been given if sent to that shareholder by
first-class mail or telegraphic or other written communication to the
corporation's principal executive office, or if published at least once in a

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newspaper of general circulation in the county which that office is located.
Notice shall be deemed to have been given at the time when delivered personally
or deposited in the mail or sent by telegram or other means of written
communication.

     If any notice addressed to a shareholder at the address of that 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 that address, all
future notices or reports shall be deemed to have been duly given without
further mailing if these shall be available to the shareholder on written demand
of the shareholders at the principal executive office of the corporation for a
period of one year from the date of the giving of the notice.

     An affidavit of the mailing or other means of giving any notice of any
shareholders' meeting shall be executed by the secretary, assistant secretary,
or any transfer agent of the corporation giving the notice, and shall be filed
and maintained in the minute book of the corporation.

     Section 6.  QUORUM.  The presence in person or by proxy of the holders of a
one-third (1/3) of the shares entitled to vote at any meeting of shareholders
shall constitute a quorum for the transaction of business. The shareholders
present at a duly called or held meeting at which a quorum is present may
continue to do business until withdrawal of enough shareholders to leave less
than a quorum if any action taken (other than adjournment) is approved by at
least a majority of the shares required to constitute a quorum.

     Section 7.  ADJOURNED MEETING; NOTICE.  Any shareholders' meeting, annual
or special, whether or not a quorum is present, may be adjourned from time to
time by the vote of the majority of the shares represented at that meeting,
either in person or by proxy, but in the absence of a quorum, no other business
may be transacted at that meeting, except as provided in Section 6 of this
Article II.

     When any meeting of shareholders, either annual or special, is adjourned to
another time or place, notice need not be given of the adjourned meeting if the
time and place are announced at the meeting at which the adjournment is taken,
unless a new record date for the adjourned meeting is fixed, or unless the
adjournment is for more than forty-five (45) days from the date set for the
original meeting, in which case the board of directors shall set a new record
date. Notice of any such adjourned meeting shall be given to each shareholder of
record entitled to vote at the adjourned meeting in accordance with the
provisions of Sections 4 and 5 of this Article II. At any adjourned meeting the
corporation may transact any business which might have been transacted at the
original meeting.

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     Section 8.  VOTING.  The shareholders entitled to vote at any meeting of
shareholders shall be determined in accordance with the provisions of Section 11
of this Article II, subject to the provisions of Sections 702 and 704,
inclusive, of the Corporations Code of California (relating to voting shares
held by a fiduciary, in the name of the corporation, or in joint ownership). The
shareholders' vote may be by voice vote or by ballot; provided, however, that
any election for directors must be by ballot if demanded by any shareholder
before the voting has begun. On any matter other than elections of directors,
any shareholder may vote part of the shares in favor of the proposal and refrain
from voting the remaining shares or vote them against the proposal, but, if the
shareholder is voting affirmatively, it will be conclusively presumed that the
shareholder's approving vote is with respect to all shares that the shareholder
is entitled to vote. If a quorum is present, the affirmative vote of the
majority of the shares represented at the meeting and entitled to vote on any
matter (other than the election of directors) shall be the act of the
shareholders, unless the vote of a greater number or voting by classes is
required by California General Corporation Law or by the Articles of
Incorporation.

     At a shareholders' meeting at which directors are to be elected, no
shareholder shall be entitled to cumulate votes (i.e., cast for any one or more
candidates a number of votes greater than the number of the shareholder's
shares) unless the candidates' names have been placed in nomination prior to
commencement of the voting and a shareholder's intentions to cumulate votes for
candidates in nomination and give one candidate a number of votes equal to the
number of directors to be elected multiplied by the number of votes to which
that shareholder's shares are entitled, or distribute the shareholder's votes on
the same principle among any or all of the candidates, as the shareholder thinks
fit. The candidates receiving the highest number of votes, up to the number of
directors to be elected, shall be elected.

     Section 9.  WAIVER OF NOTICE OR CONSENT BY ABSENT SHAREHOLDERS. The
transactions of any meeting of shareholders, either annual or special, however
called and noticed, and wherever held, shall be as valid as though had at a
meeting duly held after regular call and notice, if a quorum be present either
in person or by proxy and, if either before or after the meeting, each person
entitled to vote who was not present or by proxy, signs a written waiver of
notice or a consent to a holding of the meeting or an approval of the minutes.
The waiver of notice or consent need not specify either the business to be
transacted or the purpose of any annual or special meeting of shareholders,
except that if action is taken or proposed to be taken for approval of any of
those matters specified in the second paragraph of Section 4 of this Article II,
the waiver of notice or consent shall state the general nature of the proposal.
All 

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

     Attendance by a person at a meeting shall also constitute a waiver of
notice at that meeting, except when the person objects, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened, and except that attendance at a meeting is not a waiver of
any right to object to the consideration of matters not included in the notice
of the meeting if that objection is expressly made at the meeting.

     Section 10.  SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING.  Any
action which may be taken at any annual or special meeting of shareholders may
be taken without a meeting and without prior notice, 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 that action at a meeting at which all shares entitled to vote
on that action were present and voted. In the case of election of directors,
such a consent shall be effective only if signed by the holders of all
outstanding shares entitled to vote for the election of directors; provided,
however, that a director may be elected at any time to fill a vacancy on the
board of directors that has not been filled by the directors, by the written
consent of the holders of a majority of the outstanding shares entitled to vote
for the election of directors. All such consents shall be filed with the
secretary of the corporation and shall be maintained in the corporate records.
Any shareholder giving a written consent, of the shareholder's proxy holders, or
a transferee of the shares or a personal representative of the shareholder or
their respective proxy holders, may revoke the consent by a writing received by
the secretary of the corporation before written consents of the number of shares
required to authorize the proposed action have been filed with the secretary.

     If the consents of all shareholders entitled to vote have not been
solicited in writing, and if the unanimous written consent of all such
shareholders shall not have been received, the secretary shall give prompt
notice of the corporate action approved by the shareholders without a meeting.
This notice shall be given in the manner specified in Section 5 of this Article
II. In the case of approval of (i) contracts or transactions in which a director
has a direct or indirect financial interest, pursuant to Section 3io of the
Corporations Code of California, (ii) indemnification of agents of organization
of the corporation, pursuant to Section 317 of that Code, (iii) a reorganization
of the corporation, pursuant to Section 1201 of that Code and (iv) a
distribution in dissolution other than in accordance with the rights of
outstanding preferred shares, pursuant to Section 2007 of that Code, the notice
shall be given at least ten (10) days before the consummation of any action
authorized by that approval.

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     Section 11.  RECORD DATE FOR SHAREHOLDER NOTICE, VOTING AND GIVING
CONSENTS.  For purposes of determining the shareholders entitled to notice of
any meeting, the board of directors may fix, in advance, a record date, which
shall not be more than sixty (60) days nor less than ten (10) days before the
date of any such meeting nor more than sixty (60) days before any such action
without a meeting, and in this event only shareholders of record on the date so
fixed are entitled to notice and to vote or to give consents, as the case may
be, notwithstanding any transfer of any shares on the books of the corporation
after the record date, except as otherwise provided in the California General
Corporation Law.

     If the board of directors does not so fix a record date:

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

     (b) The record date for determining shareholders entitled to give consent
to corporate action in writing without a meeting, (i) when no prior action by
the board has been taken, shall be the day on which the first written consent is
given, or (ii) when prior action of the board has been taken, shall be at the
close of business on the day on which the board adopts the resolution relating
to that action, or the sixtieth (60th) day before the date of such other action,
whichever is first.

     Section 12.  PROXIES.  Every person entitled to vote for directors or on
any other matter shall have the right to do so either in person or by one or
more agents authorized by a written proxy signed by the person and filed with
the secretary of the corporation. A proxy shall be deemed signed if the
shareholder's name is placed on the proxy (whether by manual signature,
typewriting, telegraphic transmission, or otherwise) by the shareholder or by
shareholder's attorney-in-fact. A validly executed proxy which does not state
that it is irrevocable shall continue in full force and effect unless (i) a
writing delivered to the corporation stating that the proxy is revoked, or by a
subsequent proxy executed by, or attendance at the meeting and voting in person
by, the person executing the proxy; or (ii) written notice of the death or
incapacity of the maker of that proxy is received by the corporation before the
vote pursuant to that proxy is counted; provided, however, that no proxy shall
be valid after the expiration of eleven (11) months from the date of the proxy,
unless otherwise provided in the proxy. The revocability of a proxy that states
on its face that it is irrevocable shall be governed by the provisions of
Sections 705(e) and 705(f) of the Corporations Code of California.

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     Section 13.  INSPECTORS OF ELECTION.  Before any meeting of shareholders,
the board of directors may appoint any persons other than nominees for office to
act as inspectors of election at the meeting or its adjournment. If no
inspectors of election are so appointed, the chairman of the meeting may, and on
the request of any shareholder or a shareholder's proxy shall, appoint
inspectors of election at the meeting. The number of inspectors shall be either
one (1) or three (3). If inspectors are appointed at a meeting on the request of
one or more shareholders or proxies, the holders of a majority of shares or
their proxies present at the meeting shall determine whether one (1) or three
(3) inspectors are to be appointed. If any person appointed as inspector fails
to appear or fails or refuses to act, the chairman of the meeting may, and upon
the request of any shareholder or a shareholder's proxy shall, appoint a person
to fill that vacancy.

     These inspectors shall:
 
     (a) Determine 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) Receive votes, ballots, or consents;

     (c) Hear and determine all challenges and questions in any way arising in
connection with the right to vote;

     (d) Count and tabulate all votes or consents;

     (e) Determine when the polls shall close;

     (f) Determine the results; and

     (g) Do any other acts that may be proper to conduct the election or vote
with fairness to all shareholders.

                                  ARTICLE III

                                   DIRECTORS

     Section 1.  POWERS.  Subject to the provisions of the California General
Corporation Law and any limitations in the Articles of Incorporation and these
bylaws relating to action required to be approved by the shareholders or by the
outstanding shares, 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.

     Section 2.  NUMBER AND QUALIFICATION OF DIRECTORS.  The number of directors
of the corporation shall not be less than five (5) nor more than nine (9). The
exact number of directors shall be eight (8) until changed, within the limits
specified 

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above, by the board of directors or by the shareholders. The indefinite number
of directors may be changed, or a definite number fixed without provision for an
indefinite number, by a duly adopted amendment to the articles of incorporation
or by an amendment to this bylaw duly adopted by the vote or written consent of
holders of a majority of outstanding shares entitled to vote; provided, however,
that an amendment reducing the number or the minimum number of directors to a
number less than five (5) cannot be adopted if the votes cast against its
adoption at a meeting of the shareholders, or the shares not consenting in the
case of action by written consent, are equal to more than 16-2/3 percent of the
outstanding shares entitled to vote. No amendment may change the stated maximum
number of authorized directors to a number greater than two times the stated
minimum number of directors minus one.

     Section 3.  ELECTION AND TERM OF OFFICE OF DIRECTORS. Directors shall be
elected at each annual meeting of the shareholders to hold office until the next
annual meeting. Each director, including a director elected to fill a vacancy,
shall hold office until the expiration of the term for which elected and until a
successor has been elected and qualified.

     Section 4.  VACANCIES.  Vacancies in the board of directors may be filled
by a majority of the remaining directors, though less than a quorum, or by a
sole remaining director, except that a vacancy created by the removal of a
director by the vote or written consent of the shareholders or by court order
may be filled only by the vote of a majority of the shares entitled to vote
represented at a duly held meeting at which a quorum is present, or by the
written consent of holders of a majority of the outstanding shares entitled to
vote. Each director so elected shall hold office until the next annual meeting
of the shareholders or until a successor has been elected and qualified.

     A vacancy or vacancies in the board of directors shall be deemed to exist
in the event of the death, resignation, or removal of any director, or if the
board of directors by resolution declares vacant the office of a director who
has been declared of unsound mind by an order of court or convicted of a felony,
or if the unauthorized number of directors is increased, of if the shareholders
fail, at any meeting of shareholders at which any director or directors are
elected, to elect the number of directors to be voted for at that meeting.

     The shareholders may elect a director or directors at any time to fill any
vacancy or vacancies not filled by the directors, but any such election by
written consent shall require the consent of a majority of the outstanding
shares entitled to vote.

     Any director may resign effective on giving written notice to the chairman
of the board, the president, the secretary, or the board of directors, unless
the notice specified a later time 

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for that resignation to become effective. If the resignation of a director is
effective at a future time, the board of directors may elect a successor to take
office when the resignation becomes effective.

     No reduction of the authorized number of directors shall have the effect of
removing any director before that director's term of office expires.

     Section 5.  PLACE OF MEETINGS AND MEETINGS BY TELEPHONE.  Regular meetings
of the board of directors may be held at any place within or outside the State
of California that has been designated from time to time by resolution of the
board. In the absence of such a designation, regular meeting shall be held at
the principal executive office of the corporation. Special meetings of the board
shall be held at any place within or outside the State of California that has
been designated in the notice of the meeting, or, if not stated in the notice or
there is no notice, at the principal executive office of the corporation. Any
meeting, regular or special, may be held by conference telephone or similar
communication equipment, so long as all directors participating in the meeting
can hear one another, and all such directors shall be deemed to be present in
person at the meeting.

     Section 6.  ANNUAL MEETING.  Immediately following each annual meeting of
shareholders, the board of directors shall hold a regular meeting for the
purpose of organization, and desired election of officers, and the transaction
of other business. Notice of this meeting shall not be required.

     Section 7.  OTHER REGULAR MEETINGS.  Other regular meetings of the board of
directors shall be held without call at such time as shall from time to time be
fixed by the board of directors. Such regular meetings may be held without
notice.

     Section 8.  SPECIAL MEETINGS.  Special meetings of the board of directors
for any purpose or purposes may be called at any time by the chairman of the
board or the president or any vice president or the secretary or any two
directors.

     Notice of the time and place of special meetings shall be delivered
personally or by telephone to each director or sent by first-class mail or
telegram, charges prepaid, addressed to each director at that director's address
as it is shown in the records of the corporation. In case the notice is mailed,
it shall be deposited in the United States mail at least four days before the
time of the holding of the meeting. In case the notice is delivered personally,
or by telephone or telegram, it shall be delivered forty-eight (48) hours before
the time of the holding of the meeting. Any oral notice given personally or by
telephone may be communicated either to the director or to a person at the
office of the director who the person giving the notice has reason to believe
will promptly communicate it to the director. 

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The notice need not specify the purpose of the meeting nor the place if the
meeting is to be held at the principal executive office of the corporation.

     Section 9.  QUORUM.  A majority of the authorized number of directors shall
constitute a quorum for the transaction of business, except to adjourn as
provided in Section 11 of this Article III. Every act or decision done or made
by a majority of the directors present at a meeting duly held at which a quorum
is present shall be regarded as the act of the board of directors.

     Section 10.  WAIVER OF NOTICE.  The transactions of any meeting of the
board of directors, however called and noticed or wherever held, shall be as
valid as though had at a meeting duly held after regular call and notice if a
quorum is present and if, either before or after the meeting, each of the
directors not present signs a written waiver of notice, a consent to holding the
meeting or an approval of the minutes. The waiver of notice or consent need not
specify the purpose of the meeting. All such waivers, consents, and approvals
shall be filed with the corporate records or made a part of the minutes of the
meeting. Notice of a meeting shall also be deemed given to any director who
attends the meeting without protesting before or at its commencement, the lack
of notice to that director.

     Section 11.  ADJOURNMENT.  A majority of the directors present, whether or
not constituting a quorum, may adjourn any meeting to another time and place.

     Section 12.  NOTICE OF ADJOURNMENT.  Notice of the time and place of
holding an adjourned meeting need not be given, unless the meeting is adjourned
for more than twenty-four (24) hours, in which case notice of the time and place
shall be given before the time of the adjourned meeting, in the manner specified
in Section 8 of this Article III, to the directors who were not present at the
time of adjournment.

     Section 13.  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
that action. Such action by written consent shall have the same force and effect
as a unanimous vote of the board of directors. Such written consent or consents
shall be filed with the minutes of the proceedings of the board.

     Section 14.  TELEPHONE CONFERENCE.  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 pursuant to this subdivision constitutes
presence in person at such meeting.

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     Section 15.  FEES AND COMPENSATION FOR DIRECTORS.  Directors and members of
committees may receive such compensation, if any, for their services, and such
reimbursements of expenses, as may be fixed or determined by resolution of the
board of directors. This Section 15 shall not be construed to preclude any
director from serving the corporation in any other capacity as an officer,
agent, employee or otherwise and receiving compensation for those services.

                                   ARTICLE IV

                                   COMMITTEES

     Section 1.  COMMITTEES OF DIRECTORS.  The board of directors may, by
resolution adopted by a majority of the authorized number of directors,
designate one or more committees, each consisting of two or more directors, to
serve at the pleasure of the board. The board may designate one or more
directors as alternate members of any committee, who may replace any absent
member at any meeting of the committee. Any committee, to the extent provided in
the resolution of the board, shall have all the authority of the board, except
with respect to:

     (a) The approval of any action which, under the General Corporation Law of
California r also requires shareholders' approval or approval of the outstanding
shares;

     (b) The filling of vacancies on the board of directors or in any committee;

     (c) The fixing of compensation of the directors for serving on the board or
on any committee;

     (d) The amendment or repeal of any resolution of the board of directors
which by its express terms is not so amendable or repealable;

     (e) The amendment or repeal of Bylaws or the adoption of new Bylaws;

     (f) A distribution to the shareholders of the corporation, except at a rate
or in a periodic amount or within a price range determined by the board of
directors; or

     (g) The appointment of any other committees of the board of directors or
the members of these committees.

     Section 2.  MEETINGS AND ACTIONS OF COMMITTEES.  Meetings and actions of
committees shall be governed by, and held, and taken in accordance with, the
provisions of Article III of these bylaws, Sections 5 (place of meetings), 7
(regular meetings), 8 (special meetings and notice), 9 (quorum), 10 (waiver of
notice), 11 (adjournment), 12 (notice of adjournment), and 13 (action without a
meeting), with such changes in the context of those 

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bylaws as are necessary to substitute the committee and its members for the
board of directors and its members, except that the time of regular meetings of
committees may be determined either by resolution of the board of directors or
by resolution of the committee; special meetings of committees may also be
called by resolution of the board of directors; and notice of special meetings
of committees shall also be given to all alternate members, who shall have the
right to attend all meetings of the committee. The board of directors may adopt
rules for the government of any committee not inconsistent with the provisions
of these bylaws.

                                   ARTICLE V

                                    OFFICERS

     Section 1.  OFFICERS.  The officers of the corporation shall be a
president, a secretary, and a chief financial officer. The corporation may also
have, at the discretion of the board of directors, a chairman of the board, one
or more vice presidents, one or more assistant secretaries, one or more
assistant treasurers, and such other officers as may be appointed in accordance
with the provisions of Section 3 of this Article V. Any number of offices may be
held by the same person.

     Section 2.  ELECTION OF OFFICERS.  The officers of the corporation, except
such officers as may be appointed in accordance with the provisions of Section 3
or Section 5 of this Article V, shall be chosen by the board of directors, and
each shall serve at the pleasure of the board, subject to the rights, if any, of
an officer under any contract of employment.

     Section 3.  SUBORDINATE OFFICERS.  The board of directors may appoint, and
may empower the president to appoint, such other officers as the business of the
corporation may require, each of whom shall hold office for such period, have
such authority and perform such duties as are provided in the bylaws or as the
board of directors may from time to time determine.

     Section 4.  REMOVAL AND RESIGNATION OF OFFICERS.  Subject to the rights, if
any, of an officer under any contract of employment, any officer may be removed,
either with or without cause, by the board of directors, at any regular or
special meeting of the board, or, except in the case of an officer chosen by the
board of directors, by an officer upon whom such power of removal may be
conferred by the board of directors.

     Any officer may resign at any time by giving written notice to the
corporation. Any resignation shall take effect at the time of the receipt of
that notice or at any later time specified in that notice; and, unless otherwise
specified in that notice, the acceptance of the resignation shall not be
necessary to make it effective. Any resignation is without prejudice to the
rights, if 

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any, of the corporation under any contract to which the officer is a party.

     Section 5.  VACANCIES IN OFFICES.  A vacancy in any office because of
death, resignation, removal, disqualification or any other cause shall be filled
in the manner prescribed in these bylaws for regular appointments to that
office.

     Section 6.  CHAIRMAN OF THE BOARD.  The chairman of the board, if such an
officer be elected, shall, if present, preside at meetings of the board of
directors and exercise and perform such other powers and duties as may be from
time to time assigned to him by the board of directors or prescribed by the
bylaws. If there is no president, the chairman of the board shall in addition be
the chief executive officer of the corporation and shall have the powers and
duties described in Section 7 of this Article V.

     Section 7.  PRESIDENT.  Subject to such supervisory powers, if any, as may
be given by the board of directors to the chairman of the board, if there be
such an officer, the president 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 the officers of
the corporation. He shall preside at all meetings of the shareholders and, in
the absence of the chairman of the board, or if there be none, at all meetings
of the board of directors. He shall have the general powers and duties of
management usually vested in the office of president of a corporation, and shall
have such other powers and duties as may be prescribed by the board of directors
or by the bylaws.

     Section 8.  VICE PRESIDENTS.  In the absence or disability of the
president, the vice presidents, if any, in order of their rank as fixed by the
board of directors, if not ranked, a vice president designated by the board of
directors, shall perform all the duties of the president, and when so acting
shall have all the powers of, and be subject to all the restrictions upon, the
president. The vice presidents shall have such other powers and perform such
other duties as from time to time may be prescribed for them respectively by the
board of directors or the bylaws, and the president, or the chairman of the
board.

     Section 9.  SECRETARY.  The secretary shall keep or cause to be kept, at
the principal executive office or such other place as the board of directors may
direct, a book of minutes of all meetings and actions of directors, committees
of directors, and shareholders, with the time and place of holding, whether
regular or special, and, if special, how authorized, the notice given, the names
of those present at directors' meetings or committee meetings, the number of
shares present or represented at shareholders' meetings, and the proceedings.

                                       13
<PAGE>
 
     The secretary shall keep, or cause to be kept, at the principal executive
office or at the office of the corporation's transfer agent or registrar, as
determined by resolution of the board of directors, a share register, or a
duplicate share register, showing the names and classes of shares held by each,
the number and date of certificates issued for the same, and the number and date
of cancellation of every certificate surrendered for cancellation.

     The secretary shall give, or cause to be given, notice of all meetings of
the shareholders and of the board of directors required by the bylaws or by law
to be given, and he shall keep the seal of the corporation if one be adopted, in
safe custody, and shall have such other powers and perform such other duties as
may be prescribed by the board of directors or by the bylaws.

     Section 10.  CHIEF FINANCIAL OFFICER.  The chief financial officer shall
keep and maintain, or cause to be kept and maintained, adequate and correct
books and records of account of the properties and business transactions of the
corporation, including accounting of its assets, liabilities, receipts,
disbursements, gains, losses, capital, retained earnings, and shares. The book
of accounts shall at all reasonable time be open to inspection by any director.

     The chief financial officer shall deposit all moneys and other valuables in
the name and to the credit of the corporation with such depositories as may be
designated by the board of directors. He shall disburse the funds of the
corporation as may be ordered by the board of directors, shall render to the
president and directors, whenever they request it, an account of all of his
transactions as chief financial officer and of the financial condition of the
corporation, and shall have other powers and perform such other duties as may be
prescribed by the board of directors or the bylaws.

                                   ARTICLE VI

                                INDEMNIFICATION

     Section 6.1.  DEFINITIONS.  For purposes of this Article, "agent" includes
any person who is or was a Director, Officer, employee, or other agent of the
Corporation, or is or was serving at the request of the Corporation as a
Director, Officer, employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust, or other enterprise, or was a
Director, Officer, employee, or agent of a foreign or domestic corporation which
was a predecessor corporation of the Corporation or of another enterprise at the
request of such predecessor corporation; "proceeding" includes any threatened,
pending, or completed action or proceeding, whether civil, criminal,
administrative or investigative; and "expenses" includes, without limitation,
attorneys' fees and expenses of 

                                       14
<PAGE>
 
establishing a right to indemnification under Section 6.4 or Section 6.5(d) of
this Article.

     Section 6.2.  INDEMNIFICATION IN ACTIONS BY THIRD PARTIES.  The Corporation
shall have the power to indemnify any person who was or is a party or is
threatened to be made a party to any proceeding (other than an action by or in
the right of the Corporation) by reason of the fact that such person is or was
an agent of the Corporation, against expenses, judgments, fines, settlements,
and other amounts actually and reasonably incurred in connection with such
proceeding if such person acted in good faith and in a manner such person
reasonably believed to be in the best interests of the Corporation and, in the
case of a criminal proceeding, had no reasonable cause to believe the conduct of
such person was unlawful.

     The termination of any proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which the person reasonably believed to be in the best interests of the
Corporation or that the person had reasonable cause to believe that the person's
conduct was unlawful.

     Section 6.3.  INDEMNIFICATION IN ACTIONS BY OR IN THE RIGHT OF THE
CORPORATION.  The Corporation shall have power to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending, or
completed action by or in the right of the Corporation to procure a judgment in
its favor by reason of the fact that such person is or was an agent of the
Corporation, against expenses actually and reasonably incurred by such person in
connection with the defense or settlement of such action if such person acted in
good faith, in a manner such person believed to be in the best interests of the
Corporation and its Shareholders.

     No indemnification shall be made under this Section 6.3 for any of the
following:

          (a) Any claim, issue, or matter as to which such person shall have
been adjudged to be liable to the Corporation in the performance of such
person's duty to the Corporation and its Shareholders, unless and only to the
extent that the court in which such proceeding is or was pending shall determine
upon application that, in view of all the circumstances of the case, such person
is fairly and reasonably entitled to indemnity for the expenses which such court
shall determine;

          (b) Amounts paid in settling or otherwise disposing of a pending
action, without court approval; or

          (c) Expenses incurred in defending a pending action which is settled
or otherwise disposed of without court approval.

                                       15
<PAGE>
 
     Section 6.4.  INDEMNIFICATION AGAINST EXPENSES.  To the extent that an
agent of the Corporation has been successful on the merits in defense of any
proceeding referred to in Sections 6.2 or 6.3 of this Article or in defense of
any claim, issue or matter therein, the agent shall be indemnified against
expenses actually and reasonably incurred by the agent in connection therewith.

     Section 6.5.  REQUIRED DETERMINATIONS.  Except as provided in Section 6.4
of this Article, any indemnification under this Article shall be made by the
Corporation only if authorized in the specific case, upon a determination that
indemnification of the agent is proper in the circumstances because the agent
has met the applicable standard of conduct set forth in Sections 6.2 and 6.3 of
this Article by:

          (a) A majority vote of a quorum consisting of Directors who are not
parties to such proceeding;

          (b) If such a quorum of Directors is not obtainable, by independent
legal counsel in a written opinion;

          (c) Approval of the Shareholders, with the shares owned by the person
to be indemnified not being entitled to vote thereon; or

          (d) The court in which such proceeding is or was pending upon
application made by the Corporation or the agent or the attorney or other person
rendering services in connection with the defense, whether or not such
application by the agent, attorney, or other person is opposed by the
Corporation.

     Section 6.6.  ADVANCE OF EXPENSES.  Expenses incurred in defending any
proceeding may be advanced by the Corporation prior to the final disposition of
such proceeding upon receipt of an undertaking by or on behalf of the agent to
repay such amount unless it shall be determined ultimately that the agent is
entitled to be indemnified as authorized in this Article.

     Section 6.7.  NONEXCLUSIVE PROVISIONS.  The indemnification authorized by
this Article shall not be deemed exclusive of any additional rights to
indemnification for breach of duty to the Corporation and its Shareholders while
acting in the capacity of a Director or Officer of the Corporation to the extent
the additional rights to indemnification are authorized in an article provision
adopted pursuant to California Corporations Code Section 204(a)(11).  The
indemnification provided by this Article for acts, omissions, or transactions
while acting in the capacity of, or while serving as, a Director or Officer of
the Corporation but not involving breach of duty to the Corporation and its
Shareholders shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any bylaw, agreement, vote of
shareholders or disinterested 

                                       16
<PAGE>
 
directors, or otherwise, to the extent the additional rights to indemnification
are authorized in the Articles.

     An Article provision authorizing indemnification "in excess of that
otherwise permitted by Corporations Code Section 317" or "to the fullest extent
permissible under California law" or the substantial equivalent thereof shall be
construed to be both a provision for additional indemnification for breach of
duty to the Corporation and its Shareholders as referred to in, and with the
limitations required by, California Corporations Code Section 204(a)(11), and a
provision for additional indemnification as referred to in the second sentence
of the first paragraph of this Section.

     The rights to indemnity hereunder shall continue for a person who has
ceased to be a Director, Officer, employee, or agent and shall inure to the
benefit of the heirs, executors, and administrators of the person.  Nothing
contained in this Article shall affect any right to indemnification to which
persons other than the Directors and Officers may be entitled by contract or
otherwise.

     Section 6.8.  FORMS OF INDEMNIFICATION NOT PERMITTED.  No indemnification
or advance shall be made under this Article, except as provided in Section 6.4
or Section 6.5(d) of this Article in any circumstance where it appears:

          (a) That it would be inconsistent with a provision of the Articles,
these Bylaws, a resolution of the Shareholders or an agreement in effect at the
time of the accrual of the alleged cause of action asserted in the proceeding in
which the expenses were incurred or other amounts were paid, which prohibits or
otherwise limits indemnification; or

          (b) That it would be inconsistent with any condition expressly imposed
by a court in approving a settlement.

     Section 6.9.  INSURANCE.  The Corporation shall have power to purchase and
maintain insurance on behalf of any agent of the Corporation against any
liability asserted against or incurred by the agent in such capacity or arising
out of the agent's status as such whether or not the Corporation would have the
power to indemnify the agent against such liability under the provisions of this
Article.

     Section 6.10.  NONAPPLICABILITY TO FIDUCIARIES OF EMPLOYEE BENEFIT PLANS.
This Article does not apply to any proceeding against any trustee, investment
manager, or other fiduciary of an employee benefit plan in such person's
capacity as such, even though such person may also be an agent of the
Corporation as defined in Section 6.1 of this Article.  The Corporation shall
have power to indemnify such trustee, investment manager or other fiduciary to
the extent permitted by subdivision (f) of Section 207 of the California
Corporations Code.

                                       17
<PAGE>
 
                                  ARTICLE VII

                              RECORDS AND REPORTS

     Section 1.  MAINTENANCE AND INSPECTION OF SHARE REGISTER.  The corporation
shall keep at its principal executive office, or at the office of its transfer
agent or registrar, if either be appointed and as determined by resolution of
the board of directors, a record of its shareholders, giving the names and
addresses of all shareholders and the number and class of shares held by each
shareholder.

     A shareholder or shareholders of the corporation holding at least five
percent (5%) in the aggregate of the outstanding voting shares of the
corporation may (i) inspect and copy the records of shareholders' names and
addresses and shareholdings during usual business hours on five (5) days' prior
written demand on the corporation, and (ii) obtain from the transfer agent of
the corporation, on written demand and on the tender of such transfer agent's
usual charges for such list, a list of the shareholders' names and addresses,
who are entitled to vote for the election of directors, and their shareholdings,
as of the most recent record date for which the list has been compiled or as of
a date specified in by the shareholder after the date specified in the demand.
This list shall be made available to any such shareholder by the transfer agent
on or before the later of five (5) days after the demand is received or the date
specified in the demand of any shareholder or holder of a voting trust
certificate, at any time during usual business hours, for a purpose reasonably
related to the holder's interest as a shareholder or as the holder of voting
trust certificate. Any inspection and copying under this Section 1 may be made
in person or by an agent or attorney of the shareholder or holder of a voting
trust certificate making the demand.

     Section 2.  MAINTENANCE AND INSPECTION OF BYLAWS.  The corporation shall
keep at its principal executive office, or if its principal executive office is
not in the State of California, at its principal business office in this state,
the original or a copy of the bylaws as amended to date, which shall be open to
inspection by the shareholders at all reasonable times during office hours. If
the principal executive office of the corporation is outside the State of
California and the corporation has no principal business office in this state,
the secretary shall, upon the written request of any shareholder, furnish to
that shareholder a copy of the bylaws as amended to date.

     Section 3.  MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS.  The
accounting books and records and minutes of any proceedings of the shareholders
and the board of directors and any committee or committees of the board of
directors shall be kept at such place or places designated by the board of
directors, or, in the absence of such designation, at the 

                                       18
<PAGE>
 
principal executive office of the corporation. The minutes shall be kept in
written form and the accounting books and records shall be kept either in
written form or in any other form capable of being converted into written form.
The minutes and accounting books and records shall be open to inspection upon
the written demand of any shareholder or holder of a voting trust certificate.
The inspection may be made in person or by an agent or attorney, and shall
include the right to copy and make extracts. These rights of inspection shall
extend to the records of each subsidiary corporation of the corporation.

     Section 4.  INSPECTION BY DIRECTORS.  Every director shall have the
absolute right at any reasonable time to inspect all books, records, and
documents of every kind and the physical properties of the corporation and each
of its subsidiary corporations. This inspection by a director may be made in
person or by an agent or attorney, and the right of inspection includes the
right to copy and make extracts of documents.

     Section 5.  ANNUAL REPORT TO SHAREHOLDERS.  The annual report to the
shareholders referred to in Section 1501 of the California General Corporation
Law is expressly dispensed with, but nothing herein shall be interpreted as
prohibiting the board of directors from issuing annual or other periodic reports
to the shareholders of the corporation as they may consider appropriate.

     Section 6.  FINANCIAL STATEMENTS.  A copy of any annual financial statement
and any income statement of the corporation for each quarterly period of each
fiscal year, and any accompanying balance sheet of the corporation as of the end
of each such period, that has been prepared by the corporation shall be kept on
file in the principal executive office of the corporation for twelve (12) months
and each such statement shall be exhibited at all reasonable times to any
shareholder demanding an examination of any such statement or a copy shall be
mailed to any such shareholder.

     If a shareholder or shareholders holding at least five percent (5%) of the
outstanding shares of any class of stock of the corporation makes a written
request to the corporation for an income statement of the corporation for the
three-month, six-month or nine-month period of the then current fiscal year
ended more than thirty (30) days before the date of the request, and a balance
sheet of the corporation as of the end of that period, the chief financial
officer shall cause that statement to be prepared, if not already prepared, and
shall deliver personally or mail that statement or statements to the person
making the request within thirty (30) days after the receipt of the request.
If the corporation has not sent to the shareholders its annual report for the
last fiscal years this report shall likewise be delivered or mailed to the
shareholder or shareholders within thirty (30) days after the request.

                                       19
<PAGE>
 
     The corporation shall also, on the written request of any shareholder, mail
to the shareholder a copy of the last annual, semi-annual, or quarterly income
statement which it has prepared, and a balance sheet as of the end of that
period.

     The quarterly income statements and balance sheets referred to in this
section shall be accompanied by the report, if any, of any independent
accountants engaged by the corporation or the certificate of an authorized
officer of the corporation that the financial statements were prepared without
audit from the books and records of the corporation.

     Section 7.  ANNUAL STATEMENT OF GENERAL INFORMATION.  The corporation shall
file with the Secretary of State of California, on the prescribed form, a
statement setting forth the authorized number of directors, the names and
complete business or residence addresses of all directors, the names and
complete business or residence addresses of all incumbent directors, the names
and complete business or residence addresses of the chief executive officer,
secretary and chief financial officer, the street address of its principal
executive office or principal business office in this state, and the general
type of business constituting the principal business activity of the
corporation, together with a designation of the agent of the corporation for the
purpose of service of process, all in compliance with Section 1502 of the
Corporations Code of California.

                                  ARTICLE VIII

                           GENERAL CORPORATE MATTERS

     Section 1.  RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING.  For
purposes of determining the shareholders entitled to receive payment of any
dividend or other distribution or allotment of any rights or entitled to
exercise any rights in respect to any lawful action (other than action by
shareholders by written consent without a meeting), the board of directors may
fix, in advance, a record date, which shall not be more than sixty (60) days
before any such action, and in that case only shareholders of record on the date
so fixed are entitled to receive the dividend, distribution, or allotment of
rights or to exercise the rights, as the case may be, notwithstanding any
transfer of any shares on the books of the corporation after the record date so
fixed, except as otherwise provided in the California General Corporation Law.

     If the board of directors does not so fix a record date, the record date
for determining shareholders for any such purpose shall be at the close of
business on the day on which the board adopts the applicable resolution or the
sixtieth (60th) day before the date of that action, whichever is later.

     Section 2.  CHECKS, DRAFTS, EVIDENCES OF INDEBTEDNESS.  All checks, drafts,
or other orders for payment of money, notes, or 

                                       20
<PAGE>
 
other evidences of indebtedness, issued in the name of or payable to the
corporation, shall be signed or endorsed by such person or persons and in such
manner as, from time to time, shall be determined by resolution of the board of
directors.

     Section 3.  CORPORATE CONTRACTS AND INSTRUMENTS; HOW EXECUTED.  The board
of directors, except as otherwise provided in these bylaws, may authorize any
officer or officers, agent or agents, to enter into any contract or execute any
instrument in the name or on behalf of the corporation, and this authority may
be general or confined to specific instances; and, unless so authorized or
ratified by the board of directors within the agency power of an officer, no
officer, agent, or employee shall have any power or authority to bind the
corporation by any contract or engagement or to pledge its credit or to render
it liable for any purpose or for any amount.

     Section 4.  CERTIFICATES OF SHARES.  A certificate or certificates for
shares of the capital stock of the corporation shall be fully paid, and the
board of directors may authorize the issuance of certificates for shares as
partly paid provided that these certificate shall state the amount of the
consideration to be paid for them and the amount paid. All certificates shall be
signed in the name of the corporation by the chairman of the board or vice
chairman of the board or the president or 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 on a certificate shall have ceased to
be that officer, it may be issued by the corporation with the same effect as if
that person were an officer, transfer agent, or registrar at the date of issue.

     The corporation shall have the right to impose restrictions on the sale or
other disposition of its shares which restrictions may be placed upon all or a
portion or portions of the certificates evidencing the corporation's shares to
which such restrictions apply.

     Section 5.  LOST CERTIFICATES.  Except as provided in this Section 5, no
new certificate for shares shall be issued to replace an old certificate unless
the latter is surrendered to the corporation and cancelled at the same time. The
board of directors may, in case any share certificate or certificate for any
other security is lost, stolen, or destroyed, authorize the issuance of a
replacement certificate on such terms and conditions as the board may require,
including provision for indemnification of the corporation secured by a bond or
other adequate security sufficient to protect the corporation against any claim
that may be made against it, including any expense or liability, on account of
the alleged loss, theft, or destruction 

                                       21
<PAGE>
 
of the certificate or the issuance of the replacement certificate.

     Section 6.  REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The chairman of
the board, the president, or any vice president, or any other person authorized
by resolution of the board of directors or by any of the foregoing designated
officers, is authorized to vote on behalf of the corporation any and all shares
of any other corporation or corporations, foreign or domestic, standing in the
name of the corporation. The authority granted to these officers to vote or
represent on behalf of the corporation any and all shares held by the
corporation in any other corporation or corporations may be exercised by any of
these officers in person or by any person authorized to do so by a proxy duly
executed by these officers.

     Section 7.  CONSTRUCTION AND DEFINITIONS.  Unless the context requires
otherwise, the general provisions, rules of construction, and definitions in the
California General Corporation Law shall govern the construction of these
bylaws. Without limiting the generality of this provision, the singular number
includes the plural, the plural number includes the singular, and the term
"person" includes both a corporation and a natural person.

                                   ARTICLE IX

                                   AMENDMENTS

     Section 1.  AMENDMENT BY SHAREHOLDERS.  New bylaws may be adopted or these
bylaws may be amended or repealed by the vote or written consent of holders of a
majority of the outstanding shares entitled to vote; provided, however, that if
the articles of incorporation of the corporation set forth the number of
authorized directors of the corporation, the authorized number of directors may
be changed only by an amendment to the articles of incorporation. '

     Section 2.  AMENDMENT BY DIRECTORS.  Subject to the rights of the
shareholders as provided in Section 1 of this Article IX, bylaws, other than a
bylaw or an amendment of a bylaw changing the authorized number of directors,
may be adopted, amended, or repealed by the board of directors.

                                       22