<PAGE>   1
                                                                     EXHIBIT 3.5




                                     BY-LAWS
                                       of
                      PROJECT SOFTWARE & DEVELOPMENT, INC.


                                    ARTICLE I
                            Articles of Organization

         The name and purposes of the Corporation shall be as set forth in the
Articles of Organization. These By-Laws, the powers of the Corporation and its
Directors and Stockholders, and all matters concerning the conduct and
regulation of the business of the Corporation, shall be subject to such
provisions in regard thereto, if any, as are set forth in the Articles of
Organization. All references in these By-Laws to the Articles of Organization
shall be construed to mean the Articles of Organization of the Corporation as
from time to time amended or restated.


                                   ARTICLE II
                                   Fiscal Year

         Except as from time to time otherwise determined by the Directors, the
fiscal year of the Corporation shall begin on the first day of October in each
year and end on the last day of September next following.


                                   ARTICLE III
                            Meetings of Stockholders

         Section 3.1. Annual Meetings.

         The annual meeting of Stockholders shall be held on the first Tuesday
in March of each year (or if that be a legal holiday in the place where the
meeting is to be held, on the next succeeding full business day) at 10:00 a.m.
unless a different hour is fixed by the Board of Directors or the President. The
purposes for which the annual meeting is to be held, in addition to those
prescribed by law, by the Articles of Organization or these By-Laws, may be
specified by the Board of Directors or the President. If no annual meeting has
been held on the date fixed above, or by adjournment therefrom, a special
meeting in lieu thereof may be held and any action taken at such special meeting
shall have the same force and effect as if taken at the annual meeting.

         Notwithstanding any other provision in these By-Laws, the Board of
Directors may change the date, time and location of any annual or special
meeting of the Stockholders (other than a special meeting called upon the
written application of Stockholders (a "Meeting Requested by Stockholders"))
prior to the time for such meeting, including, without limitation, by postponing
or deferring the date of any such annual or special meeting (other than a
Meeting Requested by Stockholders) previously called or by cancelling any
special meeting previously called (other than a Meeting Requested by
Stockholders).
<PAGE>   2
         Section 3.2. Special Meetings.

         (a) Subject to the rights of the holders of any class or series of
preferred stock of the Corporation, special meetings of the Stockholders
entitled to vote may be called by the Board of Directors or the Chairman of the
Board of Directors or the President.

         (b) If the Corporation shall not have a class of voting stock
registered under the Securities Exchange Act of 1934, as amended, special
meetings of the Stockholders entitled to vote shall be called by the Clerk, or
in case of the death, absence, incapacity or refusal of the Clerk, by any other
officer, upon written application of one or more Stockholders who are entitled
to vote and who hold at least ten percent (10%) in interest of the capital stock
entitled to vote at the meeting.

         (c) If the Corporation shall have a class of voting stock registered
under the Securities Exchange Act of 1934, as amended, special meetings of the
Stockholders entitled to vote shall be called by the Clerk, or in case of the
death, absence, incapacity or refusal of the Clerk, by any other officer, upon
written application of one or more Stockholders who are entitled to vote and who
hold at least eighty percent (80%) in interest of the capital stock entitled to
vote at the meeting.

         Section 3.3. Place of Meetings.

         All meetings of the Stockholders shall be held at the principal office
of the Corporation in Massachusetts, unless a different place within
Massachusetts or, if permitted by the Articles of Organization, elsewhere within
the United States is designated by the President or by a majority of the
Directors acting by vote or by written instrument or instruments signed by them.
Any adjourned session of any meeting of the Stockholders shall be held at such
place within Massachusetts or, if permitted by the Articles of Organization,
elsewhere within the United States as is designated in the vote of adjournment.

         Section 3.4. Notice of Meetings.

         A written notice of the place, date and hour of all meetings of
Stockholders stating the purposes of the meeting shall be given at least ten
(10) days before the meeting to each Stockholder entitled to vote thereat and to
each Stockholder who is otherwise entitled by law, the Articles of Organization
or these By-Laws to such notice, by leaving such notice with him or at his
residence or usual place of business, or by mailing it, postage prepaid, and
addressed to such Stockholder at his address as it appears in the records of the
Corporation. Such notice shall be given by the Clerk, or in case of the death,
absence, incapacity, or refusal of the Clerk, by any other officer or by a
person designated either by the Clerk, by the person or persons calling the
meeting or by the Board of Directors. If notice is given by mail, such notice
shall be deemed given when dispatched. If notice is not given by mail and is
given by leaving such notice at the Stockholder's residence or usual place of
business, it shall be deemed given when so left. Whenever notice of a meeting is
required to be given to a Stockholder under any provision of law, of the
Articles of Organization, or of these By-laws, a written waiver thereof,
executed




                                      -2-
<PAGE>   3
before or after the meeting by such Stockholder or his attorney thereunto
authorized, and filed with the records of the meeting, shall be deemed
equivalent to such notice. Every Stockholder who is present at a meeting
(whether in person or by proxy) shall be deemed to have waived notice thereof. A
waiver of notice of any meeting need not specify the purposes of such meeting.

         Section 3.5. Notice of Stockholder Business at a Meeting of the
Stockholders.

         The following provisions of this Section 3.5 shall apply to the conduct
of business at any meeting of the Stockholders. (As used in this Section 3.5,
the term annual meeting shall include a special meeting in lieu of an annual
meeting.)

         (a) At any meeting of the Stockholders, only such business shall be
conducted as shall have been brought before the meeting (i) pursuant to the
Corporation's notice of meeting, (ii) by or at the direction of the Board of
Directors or (iii) by any Stockholder of the Corporation who is a Stockholder of
record at the time of giving of the notice provided for in paragraph (b) of this
Section 3.5, who is entitled to vote at such meeting and who complies with the
notice procedures set forth in paragraph (b) of this Section 3.5.

         (b) For business to be properly brought before any meeting of the
Stockholders by a Stockholder pursuant to clause (iii) of paragraph (a) of this
Section 3.5, the Stockholder must have given timely notice thereof in writing to
the Clerk of the Corporation. To be timely, a Stockholder's notice must be
delivered to or mailed to and received at the principal executive offices of the
Corporation (i) in the case of an annual meeting, not less than sixty (60) days
prior to the date specified in Section 3.1 above for such annual meeting,
regardless of any postponements, deferrals or adjournments of that meeting to a
later date; provided, however, that if a special meeting in lieu of annual
meeting of stockholders is to be held on a date prior to the date specified in
Section 3.1 above, and if less than seventy (70) days' notice or prior public
disclosure of the date of such special meeting in lieu of annual meeting is
given or made, notice by the Stockholder to be timely must be so delivered or
received not later than the close of business on the tenth (10th) day following
the earlier of the date on which notice of the date of such special meeting in
lieu of annual meeting was mailed or the day on which public disclosure was made
of the date of such special meeting in lieu of annual meeting; and (ii) in the
case of a special meeting (other than a special meeting in lieu of an annual
meeting), not later than the tenth (1Oth) day following the earlier of the day
on which notice of the date of the scheduled meeting was mailed or the day on
which public disclosure was made of the date of the scheduled meeting. A
Stockholder's notice to the Clerk shall set forth as to each matter the
Stockholder proposes to bring before the meeting (w) a brief description of the
business desired to be brought before the meeting and the reasons for conducting
such business at the meeting, (x) the name and address, as they appear on the
Corporation's books, of the Stockholder proposing such business, the name and
address of the beneficial owner, if any, on whose behalf the proposal is made,
and the name and address of any other Stockholders or beneficial owners known by
such Stockholder to be supporting such proposal, (y) the class and number of
shares of the Corporation which are owned beneficially and of record by such
Stockholder of record, by the beneficial owner, if any, on whose behalf the
proposal is made and by any other Stockholders or beneficial owners known by
such Stockholder to be supporting such proposal, and (z) any material interest
of such Stockholder of record and/or of the beneficial owner, if any, on whose
behalf the proposal is


                                      -3-
<PAGE>   4
made, in such proposed business and any material interest of any other
Stockholders or beneficial owners known by such Stockholder to be supporting
such proposal in such proposed business, to the extent known by such
Stockholder.

         (c) Notwithstanding anything in these By-Laws to the contrary, no
business shall be conducted at a meeting except in accordance with the
procedures set forth in this By-Law. The person presiding at the meeting shall,
if the facts warrant, determine that business was not properly brought before
the meeting and in accordance with the procedures prescribed by these By-Laws,
and if he should so determine, he shall so declare at the meeting and any such
business not properly brought before the meeting shall not be transacted.
Notwithstanding the foregoing provisions of this By-Law, a Stockholder shall
also comply with all applicable requirements of the Securities Exchange Act of
1934, as amended (or any successor provision), and the rules and regulations
thereunder with respect to the matters set forth in this By-Law.

         (d) This provision shall not prevent the consideration and approval or
disapproval at the meeting of reports of officers, Directors and committees of
the Board of Directors, but, in connection with such reports, no new business
shall be acted upon at such meeting unless properly brought before the meeting
as herein provided.

         Section 3.6. Quorum.

         At any meeting of the Stockholders, a quorum shall consist of a
majority in interest of all stock issued and outstanding and entitled to vote at
the meeting; except that if two or more classes or series of stock are
outstanding and entitled to vote on any matter as separate classes or series,
then in case of each such class or series a quorum for that matter shall consist
of a majority in interest of all stock of that class or series issued,
outstanding and entitled to vote, except when a larger quorum is required by
law, by the Articles of Organization or by these ByLaws. Stock owned directly or
indirectly by the Corporation, if any, shall not be deemed outstanding for this
purpose. Any meeting of the Stockholders may be adjourned from time to time to
any other time and to any other place by a majority of the votes properly cast
upon the question, whether or not a quorum is present, and the meeting may be
held as adjourned without further notice. Any business which could have been
transacted at any meeting of the Stockholders as originally called may be
transacted at any adjournment thereof.

         Section 3.7. Action by Vote.

         When a quorum is present at any meeting, a plurality of the votes
properly cast for election to any office shall elect to such office, and a
majority of the votes properly cast (or if there are two or more classes of
stock entitled to vote as separate classes, then in the case of each such class,
a majority of the stock of that class present or represented and entitled to
vote and voting) upon any question other than an election to an office shall
decide the question, except when a larger vote is required by law, by the
Articles of Organization or by these ByLaws. No ballot shall be required for any
election unless requested by a Stockholder present or represented at the meeting
and entitled to vote in the election. The Corporation shall not directly or
indirectly vote any share of its stock. Nothing in this section shall be
construed to limit the right

                                      -4-
<PAGE>   5
of the Corporation to vote any shares of stock held directly or indirectly by it
in a fiduciary capacity.

         Section 3.8. Voting.

         Stockholders entitled to vote shall have one vote for each share of
stock entitled to vote held by them of record according to the records of the
Corporation and a proportionate vote for a fractional share, unless otherwise
provided or required by law, the Articles of Organization or these By-Laws. The
vote for each share of jointly-held stock shall be cast in accordance with the
decision of a majority of the Stockholders jointly holding said share.

         Section 3.9. Action by Consent.

         Any action required or permitted to be taken at any meeting of the
Stockholders may be taken without a meeting if all Stockholders entitled to vote
on the matter consent to the action in writing and the written consents are
filed with the records of the meetings of Stockholders. Such consents shall be
treated for all purposes as a vote at a meeting.

         Section 3.10. Proxies.

         Stockholders entitled to vote may vote either in person or by proxy in
writing dated not more than six (6) months before the meeting named therein,
which proxies shall be filed with the Clerk or other person responsible to
record the proceedings of the meeting before being voted. Unless otherwise
specifically limited by their terms, such proxies shall entitle the holders
thereof to vote at any adjournment of such meeting but shall not be valid after
the final adjournment of such meeting. Proxies need not be sealed or attested.
Notwithstanding the foregoing, a proxy coupled with an interest sufficient in
law to support an irrevocable power, including, without limitation, an interest
in the stock or in the Corporation generally, may be made irrevocable if it so
provides, need not specify the meeting to which it relates, and shall be valid
and enforceable until the interest terminates, or for such shorter period as may
be specified in the proxy. A proxy with respect to stock held in the name of two
or more persons shall be valid if executed by any one of them unless at or prior
to exercise of the proxy the Corporation receives a specific written notice to
the contrary from any one of them. A proxy purporting to be executed by or on
behalf of a Stockholder shall be deemed valid unless challenged at or prior to
its exercise and the burden of proving invalidity shall rest on the challenger.

         Section 3.11. Conduct of Business.

         The Chairman of the Board of Directors or his designee, or, if there is
no Chairman of the Board or such designee, then the President or his designee,
or, if the office of President shall be vacant, then a person appointed by a
majority of the Board of Directors, shall preside at any meeting of Stockholders
as the chairman of the meeting. In addition to his powers pursuant to Section
3.5(c), the person presiding at any meeting of Stockholders shall determine the
order of business and the procedures at the meeting, including such regulation
of the manner of voting and the conduct of discussion as seem to him in order.


                                      -5-
<PAGE>   6
                                   ARTICLE IV
                                    Directors

         Section 4.1. Powers.

         The business of the Corporation shall be managed by a Board of
Directors who shall have and may exercise all the powers of the Corporation
except as otherwise reserved to the Stockholders by law, by the Articles of
Organization or by these By-Laws. In the event of a vacancy in the Board of
Directors, the remaining Directors, except as otherwise provided by law, may
exercise the powers of the full Board until the vacancy is filled. Without
limiting the generality of the foregoing, the Board of Directors shall have the
power, unless otherwise provided by law, to purchase and to lease, pledge,
mortgage and sell all property of the Corporation (including to issue or sell
the stock of the Corporation) and to make such contracts and agreements as they
deem advantageous, to fix the price to be paid for or in connection with any
property or rights purchased, sold, or otherwise dealt with by the Corporation,
to borrow money, issue bonds, notes and other obligations of the Corporation,
and to secure payment thereof by mortgage or pledge of all or any part of the
property of the Corporation. The Board of Directors may determine the
compensation of Directors. The Board of Directors or such officer or committee
as the Board of Directors may designate, may determine the compensation and
duties, in addition to those prescribed by these By-Laws, of all officers,
agents and employees of the Corporation.

         Section 4.2. Enumeration, Election, and Term of Office.

         The Board of Directors, which shall be not less than three Directors,
shall be composed of such number as shall be fixed from time to time by vote of
a majority of the entire Board of Directors; provided, however, that no decrease
in the number comprising the entire Board of Directors made pursuant to this
Section 4.2 shall shorten the term of any incumbent director. The Board of
Directors shall be divided into three classes, as nearly equal in number as
possible. The Directors need not be stockholders. At each annual meeting of
stockholders, the successors to the class of directors whose term expires at
that meeting shall be elected to hold office for a term continuing until the
annual meeting held in the third year following the year of their election and
until their successors are duly elected and qualified or until their earlier
resignation, death or removal; provided, that in the event of failure to hold
such an annual meeting or to hold such election at such meeting, the election of
directors may be held at any special meeting of the stockholders called for that
purpose. Directors, except those appointed by the Board of Directors to fill
vacancies, shall be elected by a plurality vote of the stockholders, voting by
ballot either in person or by proxy. As used in these By-Laws, the expression
"entire Board of Directors" means the number of directors in office at a
particular time.

         Section 4.3. Nomination of Directors.

         The following provisions of this Section 4.3 shall apply to the
nomination of persons for election to the Board of Directors at any meeting of
stockholders.


                                      -6-
<PAGE>   7
         (a) Nominations of persons for election to the Board of Directors of
the Corporation may be made (i) by or at the direction of the Board of Directors
or (ii) by any Stockholder of the Corporation who is a Stockholder of record at
the time of giving of notice provided for in paragraph (b) of this Section 4.3,
who is entitled to vote for the election of Directors at the meeting and who
complies with the notice procedures set forth in paragraph (b) of this Section
4.3.

         (b) Nominations by Stockholders shall be made pursuant to timely notice
in writing to the Clerk of the Corporation. To be timely, a Stockholder's notice
shall be delivered to or mailed to and received at the principal executive
offices of the Corporation, not less than sixty (60) days prior to the date
specified in Section 3.1 above for the annual meeting, regardless of any
postponements, deferrals or adjournments of that meeting to a later date;
provided, however, that if a special meeting in lieu of annual meeting of
stockholders is to be held on a date prior to the date specified in Section 3.1
above, and if less than seventy (70) days' notice or prior public disclosure of
the date of such special meeting in lieu of annual meeting is given or made,
notice by the Stockholder to be timely must be so delivered or received not
later than the close of business on the tenth (10th) day following the earlier
of the day on which notice of the date of such special meeting in lieu of annual
meeting was mailed or the day on which public disclosure was made of the date of
such special meeting in lieu of annual meeting. Such Stockholder's notice shall
set forth (x) as to each person whom the Stockholder proposes to nominate for
election or reelection as a Director all information relating to such person
that is required to be disclosed in solicitations of proxies for election of
directors, or is otherwise required, pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended, or pursuant to any other then
existing statute, rule or regulation applicable thereto (including such person's
written consent to being named in the proxy statement as a nominee and to
serving as a Director if elected); (y) as to the Stockholder giving the notice
(1) the name and address, as they appear on the Corporation's books, of such
Stockholder and (2) the class and number of shares of the Corporation which are
beneficially owned by such Stockholder and also which are owned of record by
such Stockholder; and (Z) as to the beneficial owner, if any, on whose behalf
the nomination is made, (1) the name and address of such person and (2) the
class and number of shares of the Corporation which are beneficially owned by
such person. The Corporation may require any proposed nominee to furnish such
other information as may reasonably be required by the Corporation to determine
the eligibility of such proposed nominee as a Director. At the request of the
Board of Directors, any person nominated by the Board of Directors for election
as a Director shall furnish to the Clerk of the Corporation that information
required to be set forth in a Stockholder's notice of nomination which pertains
to the nominee.

         (c) No person shall be eligible to serve as a Director of the
Corporation unless nominated in accordance with the procedures set forth in this
By-Law. The person presiding at the meeting shall, if the facts warrant,
determine that a nomination was not made in accordance with the procedures
prescribed by these By-Laws, and if he should so determine, he shall so declare
to the meeting and the defective nomination shall be disregarded.
Notwithstanding the foregoing provisions of this By-Law, a Stockholder shall
also comply with all applicable requirements of the Securities Exchange Act of
1934, as amended (or any successor provision), and the rules and regulations
thereunder with respect to the matters set forth in this By-law.


                                      -7-
<PAGE>   8
         Section 4.4. Regular Meetings.

         Regular meetings of the Board of Directors may be held at such times
and places within or without The Commonwealth of Massachusetts as the Board of
Directors may fix from time to time and, when so fixed, no notice thereof need
be given, provided that any Director who is absent when such times and places
are fixed shall be given notice of the fixing of such times and places. The
first meeting of the Board of Directors following the annual meeting of the
Stockholders may be held without notice immediately after and at the same place
as the annual meeting of the Stockholders or the special meeting held in lieu
thereof. If in any year a meeting of the Board of Directors is not held at such
time and place, any action to be taken may be taken at any later meeting of the
Board of Directors with the same force and effect as if held or transacted at
such meeting.

         Section 4.5. Special Meetings.

         Special meetings of the Directors may be held at any time and at any
place designated in the call of the meeting, when called by the President or the
Treasurer or by one or more Directors, reasonable notice thereof being given to
each Director by the Clerk or an Assistant Clerk, or by the officer or one of
the Directors calling the meeting.

         Section 4.6. Notice.

         It shall be reasonable and sufficient notice to a Director to send
notice by mail at least forty-eight (48) hours or by telegram or facsimile at
least twenty-four (24) hours before the meeting addressed to him at his usual or
last known business or residence address or to give notice to him in person or
by telephone at least twenty-four (24) hours before the meeting. Notice of a
meeting need not be given to any Director if a written waiver of notice,
executed by him before or after the meeting, is filed with the records of the
meeting, or to any Director who attends the meeting without protesting prior
thereto or at its commencement the lack of notice to him. Neither notice of a
meeting nor a waiver of a notice need specify the purposes of the meeting.

         Section 4.7. Quorum; Action at a Meeting.

         At any meeting of the Directors, a quorum for any election or for the
consideration of any question shall consist of a majority of the Directors then
in office. Whether or not a quorum is present any meeting may be adjourned from
time to time by a majority of the votes properly cast upon the question, and the
meeting may be held as adjourned without further notice. When a quorum is
present at any meeting, the votes of a majority of the Directors present shall
be requisite and sufficient for election to any office and shall decide any
question brought before such meeting, except in any case where a larger vote is
required by law, by the Articles of Organization or by these By-Laws.




                                      -8-
<PAGE>   9
         Section 4.8. Action by Consent.

         Any action required or permitted to be taken at any meeting of the
Directors may be taken without a meeting if all the Directors consent to the
action in writing and the written consents are filed with the records of the
meetings of the Directors. Such consent shall be treated for all purposes as a
vote of the Directors at a meeting.

         Section 4.9. Committees.

         The Board of Directors, by vote of a majority of the Directors then in
office, may elect from its number an Executive Committee or other committees,
composed of such number of its members as it may from time to time determine
(but in any event not less than two), and may delegate thereto some or all of
its powers except those which by law, by the Articles of Organization, or by
these By-Laws may not be delegated. Except as the Board of Directors may
otherwise determine, any such committee may make rules for the conduct of its
business, but unless otherwise provided by the Board of Directors or in such
rules, its business shall be conducted so far as possible in the same manner as
is provided by these By-Laws for the Board of Directors. All members of such
committees shall hold such offices at the pleasure of the Board of Directors.
The Board of Directors may abolish any such committee at any time. Any committee
to which the Board of Directors delegates any of its powers or duties shall keep
records of its meetings and shall upon request report its action to the Board of
Directors. The Board of Directors shall have power to rescind any action of any
committee, but no such rescission shall have retroactive effect.

         Section 4.10. Telephone Conference Meetings.

         Any member of the Board of Directors or any committee thereof may
participate in a meeting of such Board of Directors or committee thereof by
means of a conference telephone (or similar communications equipment) call, by
means of which all persons participating in the meeting can hear each other at
the same time, and participation by such means shall constitute presence in
person at a meeting.

                                    ARTICLE V
                               Officers and Agents

         Section 5.1. Enumeration; Qualification.

         The officers of the Corporation shall be a Chief Executive Officer, a
President, a Treasurer, a Clerk, and such other officers, if any, as the
incorporators at their initial meeting, or the Directors from time to time, may
in their discretion elect or appoint. The Corporation may also have such agents,
if any, as the incorporators at their initial meeting, or the Directors from
time to time, may in their discretion appoint. None of the officers of the
Corporation need be a resident of Massachusetts if the Corporation has a
resident agent appointed for the purpose of service of process. Any two or more
offices may be held by the same person. Any officer may be required by the
Directors to give bond for the faithful performance of his duties to the


                                      -9-
<PAGE>   10
Corporation in such amount and with such sureties as the Directors may
determine. The premiums for such bonds may be paid by the Corporation,

         Section 5.2. Powers.

         Subject to law, to the Articles of Organization and to the other
provisions of these By-Laws, each officer shall have, in addition to the duties
and powers herein set forth, such duties and powers as are commonly incident to
his office and such duties and powers as the Directors may from time to time
designate.

         Section 5.3. Election.

         The President, the Treasurer and the Clerk shall be elected annually by
the Directors at their first meeting following the annual meeting of the
Stockholders or special meeting in lieu thereof. Other officers, if any, may be
elected or appointed by the Board of Directors at said meeting or at any other
time.

         Section 5.4. Tenure.

         Except as otherwise provided by law or by the Articles of Organization
or by these By-Laws, the President, the Treasurer and the Clerk shall hold
office until the first meeting of the Directors following the next annual
meeting of the Stockholders or special meeting in lieu thereof and until their
respective successors are chosen and qualified, and each other officer shall
hold office until the first meeting of the Directors following the next annual
meeting of the Stockholders and until their respective successors are chosen and
qualified, unless a different period shall have been specified by the terms of
his election or appointment, or in each case until he sooner dies, resigns, is
removed, or becomes disqualified. Each agent shall retain his authority at the
pleasure of the Directors.

         Section 5.5. Chairman and Vice Chairman of the Board.

         The Board of Directors may annually elect a Chairman and may annually
elect a Vice Chairman of the Board. Unless the Board of Directors otherwise
provides, the Chairman of the Board shall be the Chief Executive Officer of the
Corporation and shall preside, when present, at all meetings of the
Stockholders, of the Board of Directors, and of any committee of the Board of
Directors to which he shall have been elected.

         Section 5.6. Chief Executive Officer.

         The Chief Executive Officer shall, subject to the direction of the
Board of Directors, have general supervision and control of the Corporation's
business.

         Section 5.7. President and Vice President.

         The President shall have such powers and shall perform such duties as
the Board of Directors may from time to time designate and shall serve as the
Chief Executive Officer of the

                                      -10-
<PAGE>   11
Corporation if there is no Chairman of the Board. Unless otherwise provided by
the Board of Directors, he shall preside, when present, at all meetings of the
Stockholders and of the Board of Directors if a Chairman of the Board has not
been elected or if the Chairman of the Board does not attend such meetings.

         Any Vice President shall have such powers and shall perform such duties
as the Board of Directors or the Chief Executive Officer may from time to time
designate.

         Section 5.8. Treasurer and Assistant Treasurer.

         The Treasurer shall, subject to the direction of the Board of
Directors, have general charge of the financial affairs of the Corporation and
shall cause to be kept accurate books of account. He shall have custody of all
funds, securities and valuable documents of the Corporation, except as the Board
of Directors may otherwise provide.

         Any Assistant Treasurer shall have such powers and perform such duties
as the Board of Directors or the Chief Executive Officer may from time to time
designate.

         Section 5.9. Clerk and Assistant Clerks.

         The Clerk shall keep a record of the meetings of Stockholders. In the
event there is no Secretary or he is absent, the Clerk or an Assistant Clerk
shall keep a record of the meetings of the Board of Directors. In the absence of
the Clerk from any meeting of Stockholders, an Assistant Clerk if one be
elected, otherwise a Temporary Clerk designated by the person presiding at the
meeting, shall perform the duties of the Clerk.

         Section 5.10. Secretary.

         The Secretary, if one be elected or appointed, shall keep a record of
the meetings of the Board of Directors. In the absence of the Secretary, the
Clerk and any Assistant Clerk, a Temporary Secretary shall be designated by the
person presiding at such meeting to perform the duties of the Secretary.

                                   ARTICLE VI
                      Resignations, Removals and Vacancies

         Section 6.1. Resignations.

         Any Director or officer may resign at any time by delivering his
resignation in writing to the President or the Clerk or to a meeting of the
Directors. Such resignation shall take effect at such time as is specified
therein, or if no such time is so specified then upon delivery thereof.

         Section 6.2. Removals.

         (a) At any meeting of the Stockholders called for the purpose any
Director may be removed from office with or without cause by the vote of a
majority of the shares issued,

                                      -11-
<PAGE>   12
outstanding and entitled to vote in the election of Directors. At any meeting of
the Board of Directors any Director may be removed from office for cause by vote
of a majority of the Directors then in office. A Director may be removed for
cause only after a reasonable notice and opportunity to be heard before the body
proposing to remove him.

         (b) The Directors may remove any officer from office with or without
cause by vote of a majority of the Directors then in office. An officer may be
removed for cause only after a reasonable notice and opportunity to be heard
before the body proposing to remove him. The Directors may terminate or modify
the authority of any agent or employee.

         (c) Except as the Directors may otherwise determine, no Director or
officer who resigns or is removed shall have any right to any compensation as
such Director or officer for any period following his resignation or removal, or
any right to damages on account of such removal whether his compensation be by
the month or by the year or otherwise, provided, however, that the foregoing
provision shall not prevent such Director or officer from obtaining damages for
breach of any contract of employment legally binding upon the Corporation.

         Section 6.3. Vacancies.

         Subject to the Articles of Organization, any vacancy in the Board of
Directors, including a vacancy resulting from an enlargement of the Board, may
be filled by vote of a majority of the Directors then in office or, in the
absence of such election by the Directors, by the Stockholders at a meeting
called for the purpose; provided, however, that, subject to the provisions of
Section 4.3 of these By-Laws, any vacancy resulting from action by the
Stockholders may be filled by the Stockholders at the same meeting at which such
action was taken by them.

         If the office of any officer becomes vacant, the Directors may elect or
appoint a successor by vote of a majority of the Directors present at the
meeting at which such election or appointment is made.

         Each such successor shall hold office for the unexpired term of his
predecessor and until his successor shall be elected or appointed and qualified,
or until he sooner dies, resigns, is removed or becomes disqualified.


                                   ARTICLE VII
                                      Stock

         Section 7.1. Issue of Authorized Unissued Capital Stock.

         Any unissued capital stock from time to time authorized under the
Articles of Organization may be issued by vote of the Directors. No such stock
shall be issued unless the cash, so far as due, or the property, services or
expenses for which it was authorized to be issued, has been actually received
by, or conveyed or rendered to, the Corporation, or is in its possession as
surplus.




                                      -12-
<PAGE>   13
         Section 7.2. Certificates of Stock.

         Each Stockholder shall be entitled to a certificate in a form selected
by the Board of Directors stating the number and the class and the designation
of the series, if any, of the shares held by him, except that the Board of
Directors may provide by resolution that some or all of any or all classes and
series of shares of the Corporation shall be uncertificated shares, to the
extent permitted by law. Such certificate shall be signed by the President or a
Vice President and the Treasurer or an Assistant Treasurer. Such signatures may
be facsimiles if the certificate is signed by a transfer agent, or by a
registrar, other than a Director, officer or employee of the Corporation. In
case any officer who has signed or whose facsimile signature has been placed on
such certificate shall have ceased to be such officer before such certificate is
issued, it may be issued by the Corporation with the same effect as if he were
such officer at the time of its issue.

         Every certificate for shares of stock subject to any restriction on
transfer pursuant to the Articles of Organization, these By-Laws, or any
agreement to which the Corporation is a party shall have the restriction noted
conspicuously on the certificate and shall also set forth on the face or back
either the full text of the restriction or a statement of the existence of such
restriction and a statement that the Corporation will furnish a copy thereof to
the holder of such certificate upon written request and without charge. Every
certificate issued when the Corporation is authorized to issue more than one
class or series of stock shall set forth on its face or back either the full
text of the preferences, voting powers, qualifications and special and relative
rights of the shares of each class and series authorized to be issued or a
statement of the existence of such preferences, powers, qualifications, and
rights, and a statement that the Corporation will furnish a copy thereof to the
holder of such certificate upon written request and without charge.

         Section 7.3. Transfers.

         Subject to the restrictions, if any, imposed by the Articles of
Organization, these By-Laws or any agreement to which the Corporation is a
party, shares of stock shall be transferred on the books of the Corporation only
by the surrender to the Corporation or its transfer agent of the certificate
representing such shares properly endorsed or accompanied by a written
assignment of such shares or by a written power of attorney to sell, assign or
transfer such shares, properly executed, with necessary transfer stamps affixed,
and with such proof that the endorsement, assignment or power of attorney is
genuine and effective as the Corporation or its transfer agent may reasonably
require. Except as may be otherwise required by law, the Corporation shall be
entitled to treat the record holder of stock as shown on its books as the owner
of such stock for all purposes, including the payment of dividends and the right
to vote with respect thereto, regardless of any transfer, pledge or other
disposition of such stock, until the shares have been transferred on the books
of the Corporation in accordance with the requirements of these By-Laws. It
shall be the duty of each Stockholder to notify the Corporation of his post
office address.

         Section 7.4. Lost, Mutilated or Destroyed Certificates.

         Except as otherwise provided by law, the Board of Directors may
determine the conditions upon which a new certificate of stock may be issued in
place of any certificate alleged

                                      -13-
<PAGE>   14
to have been lost, mutilated, or destroyed. It may, in its discretion, require
the owner of a lost, mutilated or destroyed certificate, or his legal
representative, to give a bond, sufficient in its opinion, with or without
surety, to indemnify the Corporation against any loss or claim which may arise
by reason of the issue of a certificate in place of such lost, mutilated, or
destroyed stock certificate.

         Section 7.5. Transfer Agent and Registrar.

         The Board of Directors may appoint a transfer agent or a registrar or
both for its capital stock of any class or series thereof and require all
certificates for such stock to bear the signature or facsimile thereof of any
such transfer agent or registrar.

         Section 7.6. Setting Record Date and Closing Transfer Records.

         The Board of Directors may fix in advance a time not more than sixty
(60) days before: (i) the date of any meeting of the Stockholders; or (ii) the
date for the payment of any dividend or the making of any distribution to
Stockholders; or (iii) the last day on which the consent or dissent of
Stockholders may be effectively expressed for any purpose, as the record date
for determining the Stockholders having the right to notice and to vote at such
meeting or any adjournment thereof, or the right to receive such dividend or
distribution, or the right to give such consent or dissent. If a record date is
set, only Stockholders of record on the record date shall have such right,
notwithstanding any transfer of stock on the books of the Corporation after the
record date. Without fixing such record date, the Board of Directors may close
the transfer records of the Corporation for all or any part of such sixty (60)
day period.

         If no record date is fixed and the transfer books are not closed, then
the record date for determining Stockholders having the right to notice of or to
vote at a meeting of Stockholders shall be at the close of business on the day
next preceding the day on which notice is given, and the record date for
determining Stockholders for any other purpose shall be at the close of business
on the day on which the Board of Directors acts with respect thereto.


                                  ARTICLE XIII
                            Miscellaneous Provisions

         Section 8.1. Execution of Papers.

         All deeds, leases, transfers, contracts, licenses, bonds, notes,
releases, checks, drafts and other obligations authorized to be executed on
behalf of the Corporation shall be signed by the Chief Executive Officer,
President or the Treasurer except as the Directors may generally or in
particular cases otherwise determine.

         Section 8.2. Voting of Securities.

         Except as the Directors may generally or in particular cases otherwise
specify, the Chief Executive Officer, President or the Treasurer may on behalf
of the Corporation vote or take any

                                      -14-
<PAGE>   15
other action with respect to shares of stock or beneficial interest of any other
corporation, or of any association, trust or firm, of which any securities are
held by this Corporation, and may appoint any person or persons to act as proxy
or attorney-in-fact for the Corporation, with or without power of substitution,
at any meeting thereof.

         Section 8.3. Corporate Seal.

         The seal of the Corporation shall be a circular die with the name of
the Corporation, the word "Massachusetts" and the year of its incorporation cut
or engraved thereon, or shall be in such other form as the Board of Directors
may from time to time determine.

         Section 8.4. Corporate Records.

         The original, or attested copies, of the Articles of Organization,
By-Laws and records of all meetings of the incorporators and Stockholders, and
the stock and transfer records, which shall contain the names of all
Stockholders and the record address and the amount of stock held by each, shall
be kept in Massachusetts at the principal office of the Corporation, or at an
office of its transfer agent or of its Clerk or of its Resident Agent. Said
copies and records need not all be kept in the same office. They shall be
available at all reasonable times to the inspection of any Stockholder for any
proper purpose but not to secure a list of Stockholders or other information for
the purpose of selling said list or information or copies thereof or of using
the same for a purpose other than in the interest of the applicant, as a
Stockholder, relative to the affairs of the Corporation.

         Section 8.5. Evidence of Authority.

         A certificate by the Clerk or Secretary or an Assistant or temporary
Clerk or Secretary as to any matter relative to the Articles of Organization,
By-Laws, records of the proceedings of the incorporators, Stockholders, Board of
Directors, or any committee of the Board of Directors, or stock and transfer
records or as to any action taken by any person or persons as an officer or
agent of the Corporation, shall as to all persons who rely thereon in good faith
be conclusive evidence of the matters so certified.

         Section 8.6. Right to Repurchase.

         Except as otherwise provided by law, the Articles of Organization or by
these By-Laws (including any amendments thereto), the Corporation, through its
Board of Directors, shall have the right and power to repurchase any of its
outstanding shares at such price and upon such terms as may be agreed upon
between the Corporation and the selling Stockholder(s), or the predecessor(s) in
interest thereof.

         Section 8.7. Dividends.

         Unless otherwise required by the Massachusetts Business Corporation Law
or the Articles of Organization, the Board of Directors may declare and pay
dividends upon the shares

                                      -15-
<PAGE>   16
of capital stock of the Corporation, which dividends may be paid either in cash,
securities of the Corporation or other property.

         Section 8.8. Ratification.

         Any action taken on behalf of the Corporation by the Directors or any
officer or representative of the Corporation which requires authorization by the
Stockholders or the Directors of the Corporation shall be deemed to have been
authorized if subsequently ratified by the Stockholders entitled to vote or by
the Directors, as the case may be, at a meeting held in accordance with these
By-laws.

         Section 8.9. Reliance Upon Books, Records and Reports.

         Each Director or officer of the Corporation shall be entitled to rely
on information, opinions, reports or records, including financial statements,
books of account and other financial records, in each case presented by or
prepared by or under the supervision of (i) one or more officers or employees of
the Corporation whom the Director or officer reasonably believes to be reliable
and competent in the matters presented, (ii) counsel, public accountants or
other persons as to matters which the Director or officer reasonably believes to
be within such person's professional or expert competence, or (iii) in the case
of a Director, a duly constituted committee of the Board of Directors upon which
he does not serve, as to matters within its delegated authority, which committee
the Director reasonably believes to merit confidence, but he shall not be
considered to be acting in good faith if he has knowledge concerning the matter
in question that would cause such reliance to be unwarranted. The fact that a
Director or officer so performed his duties shall be a complete defense to any
claim asserted against him by reason of his being or having been a Director or
officer of the Corporation, except as expressly provided by statute.

         Section 8.10. Control Share Acquisition.

         Until such time as this section shall be repealed or these By-Laws
shall be amended to provide otherwise, including, without limitation, during any
time that the Corporation shall be an "issuing public corporation" as defined in
Chapter 110D of the Massachusetts General Laws, the provisions of Chapter 110D
of the Massachusetts General Laws shall not apply to "control share
acquisitions" of the Corporation within the meaning of said Chapter 110D.




                                      -16-
<PAGE>   17
                                   ARTICLE IX
                                   Amendments

         Except as otherwise provided in the Articles of Organization, these
By-Laws may be amended or repealed in whole or in part by the affirmative vote
of the holders of eighty percent (80%) of the shares of each class of the
capital stock at the time outstanding and entitled to vote at any annual or
special meeting of Stockholders, provided that notice of the substance of the
proposed amendment is stated in the notice of such meeting. If authorized by the
Articles of Organization, the Directors may make, amend or repeal the By-Laws,
in whole or in part, except with respect to any provision thereof which by law,
the Articles of Organization or the By-Laws required action by the Stockholders.
Not later than the time of giving notice of the meeting of Stockholders next
following the making, amending or repealing by the Directors of any By-Law,
notice thereof stating the substance of such change shall be given to all
Stockholders entitled to vote on amending the By-Laws. Any By-Law adopted,
amended or repealed by the Directors may be repealed, amended or reinstated by
the affirmative vote of the holders of eighty percent (80%) of the shares of
each class of the capital stock at the time outstanding and entitled to vote on
amending the By-Laws.




                                      -17-