<PAGE>

                                                                     Exhibit 3.2
 
                                     BYLAWS

                                       OF


                            FRONTIER AIRLINES, INC.


                           (As Amended June 9, 1997)
<PAGE>
 
                                INDEX TO BYLAWS
                                        
                                       OF
                            FRONTIER AIRLINES, INC.
 
 
                                                              Page
                                                              ----
 
ARTICLE 1 - Offices
-------------------
 
    Section 1.01   Business Offices..........................   1
    Section 1.02   Registered Office.........................   1
 
ARTICLE 2 - Shareholders
------------------------
 
    Section 2.01   Annual Meeting............................   1
    Section 2.02   Special Meetings..........................   1
    Section 2.03   Place of Meetings.........................   1
    Section 2.04   Notice of Meetings........................   1
    Section 2.05   Waiver of Notice..........................   2
    Section 2.06   Closing of Transfer Books; Record Date....   2
    Section 2.07   Voting List...............................   3
    Section 2.08   Proxies...................................   3
    Section 2.09   Quorum and Manner of Acting...............   3
    Section 2.10   Extraordinary Matters.....................   4
    Section 2.11   Voting of Shares..........................   4
    Section 2.12   Voting of Shares by Certain Holders.......   4
    Section 2.13   Action Without a Meeting..................   5
 
ARTICLE 3 - Board of Directors
------------------------------
 
    Section 3.01   General Powers............................   6
    Section 3.02   Number, Tenure and Qualifications.........   6
    Section 3.03   Resignation...............................   6
    Section 3.04   Removal...................................   6
    Section 3.05   Vacancies.................................   6
    Section 3.06   Regular Meetings..........................   6
    Section 3.07   Special Meetings..........................   7
    Section 3.08   Meetings by Telephone.....................   7
    Section 3.09   Notice of Meetings........................   7
    Section 3.10   Waiver of Notice..........................   7
    Section 3.11   Presumption of Assent.....................   8
    Section 3.12   Quorum and Manner of Acting...............   8
    Section 3.13   Action Without a Meeting..................   8
    Section 3.14   Executive and Other Committees............   8
    Section 3.15   Compensation..............................   9
 
ARTICLE 4 - Officers
--------------------
 
    Section 4.01   Number and Qualifications.................   9
    Section 4.02   Election and Term of Office...............   9
    Section 4.03   Compensation..............................  10
    Section 4.04   Resignation...............................  10
    Section 4.05   Removal...................................  10
    Section 4.06   Vacancies.................................  10
<PAGE>
 
    Section 4.07             Authority and Duties...........     10
    Section 4.08             Surety Bonds...................     12
 
ARTICLE 5 - Stock
-----------------
 
    Section 5.01             Issuance of Shares.............     12
    Section 5.02             Stock Certificates;
                               Uncertificated Shares........     12
    Section 5.03             Consideration for Shares.......     12
    Section 5.04             Lost Certificates..............     13
    Section 5.05             Transfer of Shares.............     13
    Section 5.06             Holders of Record..............     13
    Section 5.07             Shares Held for Account of 
                               Another......................     13
    Section 5.08             Transfer Agents, Registrars and
                               Paying Agents................     13
 
ARTICLE 6 - Indemnification
---------------------------
 
    Section 6.01             Definitions....................     14
    Section 6.02             Right to Indemnification.......     15
    Section 6.03             Advancement of Expenses........     15
    Section 6.04             Burden of Proof................     15
    Section 6.05             Notification and Defense of 
                               Claim........................     15
    Section 6.06             Enforcement....................     16
    Section 6.07             Proceedings by a Party.........     17
    Section 6.08             Subrogation....................     17
    Section 6.09             Other Payments.................     17
    Section 6.10             Insurance......................     17
    Section 6.11             Other Rights and Remedies......     17
    Section 6.12             Applicability; Effect..........     17
    Section 6.13             Severability...................     18
<PAGE>
 
ARTICLE 7 - Miscellaneous
-------------------------
 
    Section 7.01    Voting of Securities by the Corporation...  18
    Section 7.02    Seal......................................  18
    Section 7.03    Fiscal Year...............................  19
    Section 7.04    Amendments................................  19

<PAGE>
 
                                     BYLAWS

                                       OF

                            FRONTIER AIRLINES, INC.


ARTICLE 1:  Offices
-------------------

         Section 1.01  Business Offices.  The corporation may have such offices,
                       ----------------                                         
either within or outside Colorado, as the board of directors may from time to
time determine or as the business of the corporation may require.

         Section 1.02  Registered Office.  The registered office of the
                       -----------------                               
corporation required by the Colorado Corporation Code to be maintained in
Colorado shall be as set forth in the articles of incorporation, unless changed
as provided by law.


ARTICLE 2:  Shareholders
------------------------

         Section 2.01  Annual Meeting.  An annual meeting of the shareholders
                       --------------                                        
shall be held for the purpose of electing directors and for the transaction of
such other business as may come before the meeting on such date and at such time
as the board of directors shall fix in the notice of meeting; the first annual
meeting shall be held not later than September 30, 1995, and subsequent annual
meetings shall be held within 14 months of the annual meeting prior thereto.
Failure to hold an annual meeting as required by these bylaws shall not
invalidate any action taken by the board of directors of officers of the
corporation.

         Section 2.02  Special Meetings.  Special meetings of the shareholders,
                       ----------------                                        
for any purpose or purposes, unless otherwise prescribed by statute, may be
called by the president or the board of directors, and shall be called by the
president at the request of the holders of not less than 10% of all the
outstanding shares of the corporation entitled to vote at the meeting.

         Section 2.03  Place of Meetings.  Each meeting of the shareholders
                       -----------------                                   
shall be held at such place, either within or outside Colorado, as may be
designated in the notice of meeting, or, if no place is designated in the
notice, at the principal office of the corporation if in Colorado, or if the
principal office is not located in Colorado, at the registered office of the
corporation in Colorado.

         Section 2.04  Notice of Meetings.  Except as otherwise required by law,
                       ------------------                                       
written notice of each meeting of the shareholders stating the place, day and
hour of the meeting and, in the case of a special meeting, the purpose or
purposes for which the meeting is called shall be given, either personally
(including delivery by private courier) or by first class, certified or
registered mail, 
<PAGE>
 
to each shareholder of record entitled to notice of such meeting, not less than
10 nor more than 50 days before the date of the meeting, except that if the
authorized shares of the corporation are to be increased, at least 30 days
notice shall be given, and if the sale, lease, exchange or other disposition of
all or substantially all of the property and assets of the corporation not in
the usual and regular course of business is to be voted on, at least 20 days
notice shall be given. Such notice shall be deemed to be given, if personally
delivered, when delivered to the shareholder, and, if mailed, when deposited in
the United States mail, addressed to the shareholder at his address as it
appears on the stock transfer books of the corporation, with postage thereon
prepaid, but if three successive notices mailed to the last known address of any
shareholder of record are returned as undeliverable no further notices to such
shareholder shall be necessary until another address for such shareholder is
made known to the corporation. If a meeting is adjourned to another time or
place, notice need not be given if the time and place thereof are announced at
the meeting, unless the adjournment is for more than 30 days or if after the
adjournment a new record date is fixed, in either of which case notice of the
adjourned meeting shall be given to each shareholder of record entitled to vote
at the meeting in accordance with the foregoing provisions of this Section 2.04.

         Section 2.05  Waiver of Notice.  Whenever notice is required by law,
                       ----------------                                      
the articles of incorporation or these bylaws to be given to any shareholder, a
waiver thereof in writing signed by the shareholder entitled to such notice,
whether before, at or after the time stated therein, shall be equivalent to the
giving of such notice.  By attending a meeting, a shareholder (a) waives
objection to lack of notice or defective notice of such meeting unless the
shareholder, at the beginning of the meeting, objects to the holding of the
meeting or the transacting of business at the meeting, and (b) waives objection
to consideration at such meeting of a particular matter not within the purpose
or purposes described in the notice of such meeting unless the shareholder
objects to considering the matter when it is presented.

         Section 2.06  Closing of Transfer Books; Record Date.  For the purpose
                       --------------------------------------                  
of determining shareholders entitled to notice of or to vote at any meeting of
the shareholders or any adjournment thereof, or shareholders entitled to receive
payment of any dividend, or in order to make a determination of shareholders for
any other proper purpose, the board of directors may provide that the stock
transfer books shall be closed for any stated period not exceeding 50 days.  In
lieu of closing the stock transfer books the board of directors may fix in
advance a date as the record date for any such determination of shareholders,
such date in any case to be not more than 50 days prior to the date on which the
particular action, requiring such determination of shareholders, is to be taken.
If the stock transfer books shall be closed or a record date fixed for the
purpose of determining shareholders entitled to notice of or to vote at a
meeting of the shareholders, such books shall be closed for at least, or such
record shall be fixed not less than, 10 days immediately preceding such meeting
(30 days if the authorized stock 
<PAGE>
 
is to be increased, 20 days if the sale, lease, exchange or other disposition of
all or substantially all of the property and assets of the corporation not in
the usual and regular course of business is to be considered). If the stock
transfer books are not so closed or no record date is so fixed, the date on
which notice of the meeting is mailed or the date on which the resolution of the
board of directors declaring the dividend is adopted, as the case may be, shall
be the record date for such determination of shareholders. When a determination
of shareholders entitled to vote at any meeting of the shareholders has been
made as provided in this Section, such determination shall apply to any
adjournment thereof except where the determination has been made through the
closing of the stock transfer books and the stated period of the closing has
expired. Notwithstanding the foregoing provisions of this Section, the record
date for determining shareholders entitled to take action without a meeting as
provided in Section 2.13 below shall be the date specified in such Section.

         Section 2.07  Voting List.  The officer or agent having charge of the
                       -----------                                            
stock transfer books for shares of the corporation shall make, at least 10 days
before each meeting of the shareholders, a complete record of the shareholders
entitled to vote at such meeting or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares held by each.
For a period of 10 days before such meeting, this record shall be kept on file
at the principal office of the corporation, whether within or outside Colorado,
and shall be subject to inspection by any shareholder for any purpose germane to
the meeting at any time during usual business hours.  Such record shall also be
produced and kept open at the time and place of the meeting and shall be subject
to the inspection of any shareholder for any purpose germane to the meeting
during the whole time of the meeting.  The original stock transfer books shall
be prima facie evidence as to who are the shareholders entitled to examine such
record or transfer books or to vote at any meeting of the shareholders.

         Section 2.08  Proxies.  At any meeting of the shareholders, a
                       -------                                        
shareholder may vote by proxy executed in writing by the shareholder or his duly
authorized attorney-in-fact.  Such proxy shall be filed with the secretary of
the corporation before or at the time of the meeting.  No proxy shall be valid
after 11 months from the date of its execution, unless otherwise provided in the
proxy.

         Section 2.09  Quorum and Manner of Acting.  At all meetings of
                       ---------------------------                     
shareholders, a majority of the outstanding shares of the corporation entitled
to vote, represented in person or by proxy, shall constitute a quorum.  If a
quorum is present, the affirmative vote of a majority of the shares represented
at the meeting and entitled to vote on the subject matter shall be the act of
the shareholders, unless the vote of a greater proportion or number or voting by
classes is otherwise required by the laws of Colorado, the articles of
incorporation or these bylaws.  In the absence of a quorum, a majority of the
shares so represented may 
<PAGE>
 
adjourn the meeting from time to time for a period not to exceed 60 days at any
one adjournment. At any such adjourned meeting, at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the original meeting.

         Section 2.10  Extraordinary Matters.  Repealed in its entirety, June 9,
                       ---------------------                                    
1997.

         Section 2.11  Voting of Shares.  Subject to the provisions of Section
                       ----------------                                       
3.06, each outstanding share of record, regardless of class, is entitled to one
vote, and each outstanding fractional share of record is entitled to a
corresponding fractional vote, on each matter submitted to a vote of the
shareholders either at a meeting thereof or pursuant to Section 2.13, except to
the extent that the voting rights of the shares of any class or classes are
limited or denied by the articles of incorporation as permitted by the Colorado
Corporation Code.  In the election of directors each record holder of stock
entitled to vote at such election shall have the right to vote the number of
shares owned by him for as many persons as there are directors to be elected,
and for whose election he has the right to vote.  Cumulative voting shall not be
allowed.

         Section 2.12  Voting of Shares by Certain Holders.
                       ----------------------------------- 

          (a) Shares Held or Controlled by the  Corporation.  Neither treasury
              --------------------------------- -----------                   
shares nor shares held by another corporation if a majority of the shares
entitled to vote for the election of directors of such other corporation is held
by this corporation, shall be voted at any meeting or counted in determining the
total number of outstanding shares at any given time.

          (b) Shares Held by Another Corporation.  Shares standing in the name
              ----------------------------------                              
of another corporation may be voted by such officer, agent or proxy as the
bylaws of such corporation may prescribe or, in the absence of such provision,
as the board of directors of such corporation may determine.

          (c) Shares Held by More Than One Person.  Shares standing of record in
              -----------------------------------                               
the names of two or more persons, whether fiduciaries, members of a partnership,
joint tenants, tenants in common, tenants by the entirety or otherwise, or if
two or more persons have the same fiduciary relationship respecting the same
shares, voting with respect to the shares shall have the following effects:  (i)
if only one person votes, his act binds all; (ii) if two or more persons vote,
the act of the majority so voting binds all; (iii) if two or more persons vote,
but the vote is evenly split on any particular matter, each faction may vote the
shares in question proportionally, or any person voting the shares of a
beneficiary, if any, may apply to any court of competent jurisdiction in
Colorado to appoint an additional person to act with the persons so voting the
shares, in which case the shares shall be voted as determined by a majority of
such persons; and (iv) if a tenancy is held in unequal interests, a majority or
even 
<PAGE>
 
split for the purposes of subparagraph (iii) shall be a majority or even split
in interest. The foregoing effects of voting shall not be applicable if the
secretary of the corporation is given written notice of alternative voting
provisions and is furnished with a copy of the instrument or order wherein the
alternative voting provisions are stated.

          (d) Shares Held in Trust or by a Personal  Representative.  Shares
              -------------------------------------- --------------         
held by an administrator, executor, guardian, conservator or other personal
representative may be voted by him, either in person or by proxy, without a
transfer of such shares into his name.  Shares standing in the name of a trustee
may be voted by him, either in person or by proxy, but no trustee shall be
entitled to vote shares held by him without a transfer of such shares into his
name.

          (e) Shares Held by a Receiver.  Shares standing in the name of a
              -------------------------                                   
receiver may be voted by such receiver and shares held by or under the control
of a receiver may be voted by such receiver without the transfer thereof into
his name if authority so to do is contained in an appropriate order of the court
by which such receiver was appointed.

          (f) Pledged Shares.  A shareholder whose shares are pledged shall be
              --------------                                                  
entitled to vote such shares until the shares have been transferred into the
name of the pledgee, and thereafter the pledgee shall be entitled to vote the
shares so transferred.

          (g) Redeemable Shares Called for Redemption.  Redeemable shares that
              ---------------------------------------                         
have been called for redemption shall not be entitled to vote on any matter and
shall not be deemed outstanding shares on and after the date on which written
notice of redemption has been mailed to shareholders and a sum sufficient to
redeem such shares has been deposited with a bank or trust company with
irrevocable instruction and authority to pay the redemption price to the holders
of the shares upon surrender of certificates therefor.

         Section 2.13  Action Without a Meeting.  Any action required or
                       ------------------------                         
permitted to be taken at a meeting of the shareholders may be taken without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, shall be signed by all of the shareholders
entitled to vote with respect to the subject matter thereof.  Such consent
(which may be signed in counterparts) shall have the same force and effect as a
unanimous vote of the shareholders and may be stated as such in any document.
Unless the consent specifies a different effective date, action taken without a
meeting pursuant to a consent in writing as provided herein shall be effective
when all shareholders entitled to vote have signed the consent.  The record date
for determining shareholders entitled to take action without a meeting is the
date the first shareholder signs the consent.  All consents signed pursuant to
this Section 2.13 shall be delivered to the secretary of the corporation for
inclusion in the minutes or for filing with the corporate records.
<PAGE>
 
ARTICLE 3:  Board of Directors
------------------------------

         Section 3.01  General Powers.  The business and affairs of the
                       --------------                                  
corporation shall be managed by its board of directors, except as otherwise
provided in the Colorado Corporation Code, the articles of incorporation or
these bylaws.

         Section 3.02  Number, Tenure and Qualifications.  The number of
                       ---------------------------------                
directors of the corporation shall be not less than three nor more than
thirteen, with the actual number being set or changed, from time to time, by
resolutions of the then existing board.  Except as provided in Sections 2.01 and
3.05, directors shall be elected at each annual meeting of the shareholders.
Each director shall hold office until the next annual meeting of the
shareholders and thereafter until his successor shall have been elected and
qualified, or until his earlier death, resignation or removal.  Directors must
be at least 18 years old but need not be residents of Colorado or shareholders
of the corporation.

         Section 3.03  Resignation.  Any director may resign at any time by
                       -----------                                         
giving written notice to the president or to the board of directors.  A
director's resignation shall take effect at the time specified in the notice
and, unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.

         Section 3.04  Removal.  At a meeting called expressly for that purpose,
                       -------                                                  
the entire board of directors or any lesser number may be removed, with or
without cause, by a vote of the holders of a majority of shares then entitled to
vote at an election of directors; except that if the holders of shares of any
class of stock are entitled to elect one or more directors by the provisions of
the articles of incorporation, the provisions of this Section 3.04 shall apply,
with respect to the removal of a director or directors so elected by such class,
to the vote of the holders of the outstanding shares of that class and not to
the vote of the outstanding shares as a whole.  Any reduction in the authorized
number of directors shall not have the effect of shortening the term of any
incumbent director unless such director is also removed from office in
accordance with this Section 3.04.

         Section 3.05  Vacancies.  Unless otherwise required in the articles of
                       ---------                                               
incorporation, any vacancy occurring in the board of directors, including
vacancies due to an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors though less than a
quorum, or by the affirmative vote of two directors if there are only two
directors remaining, or by a sole remaining director, or by the shareholders if
there are no directors remaining.

         Section 3.06  Regular Meetings.  A regular meeting of the board of
                       ----------------                                    
directors shall be held immediately after and at the same place as the annual
meeting of the shareholders, or as soon 
<PAGE>
 
thereafter as conveniently may be, at the time and place, either within or
outside Colorado, determined by the board, for the purpose of electing officers
and for the transaction of such other business as may come before the meeting.
Failure to hold such meeting, however, shall not invalidate any action taken by
any officer then or thereafter in office. The board of directors may provide, by
resolution, the time and place, either within or outside Colorado, for the
holding of additional regular meetings without other notice than such
resolution.

         Section 3.07  Special Meetings.  Special meetings of the board of
                       ----------------                                   
directors may be called by or at the request of the president or any two
directors.  The person or persons authorized to call special meetings of the
board of directors may fix any convenient place, either within or outside
Colorado, as the place for holding any special meeting of the board called by
them.

         Section 3.08  Meetings by Telephone.  Unless otherwise provided by the
                       ---------------------                                   
articles of incorporation, one or more members of the board of directors may
participate in a meeting of the board by means of conference telephone or
similar communications equipment by which all persons participating in the
meeting can hear each other at the same time.  Such participation shall
constitute presence in person at the meeting.

         Section 3.09  Notice of Meetings.  Notice of each meeting of the board
                       ------------------                                      
of directors (except those regular meetings for which notice is not required)
stating the place, day and hour of the meeting shall be given to each director
at least five days prior thereto by the mailing of written notice by first
class, certified or registered mail, or at least two days prior thereto by
personal delivery (including delivery by private courier) of written notice or
by telephone, telegram, telex, cablegram or other similar method, except that in
the case of a meeting to be held pursuant to Section 3.08 notice may be given by
telephone not less than 5 hours prior thereto.  The method of notice need not be
the same to each director.  Notice shall be deemed to be given when deposited in
the United States mail, with postage thereon prepaid, addressed to the director
at his business or residence address, when delivered or communicated to the
director or when the telegram, telex, cablegram or other form of notice is
personally delivered to the director or delivered to the last address of the
director furnished by him to the corporation for such purpose.  Neither the
business to be transacted at nor the purpose of any meeting of the board of
directors need be specified in the notice or waiver of notice of such meeting
unless otherwise required by statute.

         Section 3.10  Waiver of Notice.  Whenever notice is required by law,
                       ----------------                                      
the articles of incorporation or these bylaws to be given to the directors, a
waiver thereof in writing signed by the director entitled to such notice,
whether before, at or after the time stated therein, shall be equivalent to the
giving of such notice.  By attending or participating in a meeting, a director
waives any required notice of such meeting unless, at the beginning of the
meeting, he objects to the holding of the meeting or the transacting of business
at the meeting.
<PAGE>
 
         Section 3.11  Presumption of Assent.  A director who is present at a
                       ---------------------                                 
meeting of the board of directors at which action on any corporate matter is
taken shall be presumed to have assented to the action taken unless he objects
at the beginning of the meeting to the holding of the meeting or the transacting
of business at the meeting, contemporaneously requests that his dissent to the
action taken be entered in the minutes of such meeting or gives written notice
of his dissent to the presiding officer of such meeting before its adjournment
or to the secretary of the corporation immediately after adjournment of such
meeting.  The right of dissent as to a specific action taken at a meeting of the
board is not available to a director who votes in favor of such action.

         Section 3.12  Quorum and Manner of Acting.  Except as otherwise may be
                       ---------------------------                             
required by law, the articles of incorporation or these bylaws, a majority of
the number of directors fixed in accordance with these bylaws, present in
person, shall constitute a quorum for the transaction of business at any meeting
of the board of directors, and the vote of a majority of the directors present
at a meeting at which a quorum is present shall be the act of the board of
directors.  If less than such majority is present at a meeting, a majority of
the directors present may adjourn the meeting from time to time without further
notice other than an announcement at the meeting, until a quorum shall be
present.  No director may vote or act by proxy or power of attorney at any
meeting of directors.

         Section 3.13  Action Without a Meeting.  Any action required or
                       ------------------------                         
permitted to be taken at a meeting of the directors may be taken without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, shall be signed by all of the directors.
Such consent (which may be signed in counterparts) shall have the same force and
effect as a unanimous vote of the directors and may be stated as such in any
document.  Unless the consent specifies a different effective date, action taken
without a meeting pursuant to a consent in writing as provided herein is
effective when all directors have signed the consent.  All consents signed
pursuant to this Section 3.13 shall be delivered to the secretary of the
corporation for inclusion in the minutes or for filing with the corporate
records.

         Section 3.14  Executive and Other Committees.  The board of directors,
                       ------------------------------                          
by resolution adopted by a majority of the full board, may designate from among
its members an executive committee and one or more other committees, each of
which, to the extent provided in the resolution establishing such committee,
shall have and may exercise all of the authority of the board of directors in
the management of the business and affairs of the corporation, except that no
such committee shall have the power or authority to (a) declare dividends or
distributions, (b) approve, recommend or submit to the shareholders actions or
proposals required by law to be approved by the shareholders, (c) fill vacancies
on the board of directors or any committee thereof, including any committee
authorized by this Section 3.14, (d) amend the bylaws, (e) approve 
<PAGE>
 
a plan of merger not requiring shareholder approval, (f) reduce earned or
capital surplus, (g) authorize or approve the reacquisition of shares of the
corporation, unless pursuant to a general formula or method specified by the
board of directors, or (h) authorize or approve the issuance or sale of, or any
contract to issue or sell, shares of the corporation's stock or designate the
terms of a series of a class of shares. The delegation of authority to any
committee shall not operate to relieve the board of directors or any member of
the board from any responsibility imposed by law. Subject to the foregoing, the
board of directors may provide such powers, limitations and procedures for such
committees as the board deems advisable. To the extent the board of directors
does not establish other procedures, each committee shall be governed by the
procedures set forth in Sections 3.06 (except as they relate to an annual
meeting) and 3.07 through 3.13 as if the committee were the board of directors.
Each committee shall keep regular minutes of its meetings, which shall be
reported to the board of directors when required and submitted to the secretary
of the corporation for inclusion in the corporate records.

         Section 3.15  Compensation.  By resolution of the board of directors,
                       ------------                                           
notwithstanding any personal interest of a director in such action, a director
may be paid his expenses, if any, of attendance at each meeting of the board of
directors and each meeting of any committee of the board of which he is a member
and may be paid a fixed sum for attendance at each such meeting or a stated
salary, or both a fixed sum and a stated salary.  No such payment shall preclude
any director from serving the corporation in any other capacity and receiving
compensation therefor.


ARTICLE 4:  Officers
--------------------

         Section 4.01  Number and Qualifications.  The officers of the
                       -------------------------                      
corporation shall consist of a president, a secretary, a treasurer and such
other officers, including a chairman of the board, one or more vice presidents
and a controller, as may from time to time be elected or appointed by the board.
In addition, the board of directors or the president may elect or appoint such
assistant and other subordinate officers, including assistant vice presidents,
assistant secretaries and assistant treasurers, as it or he shall deem necessary
or appropriate.  Any number of offices may be held by the same person, except
that no person may simultaneously hold the offices of president and secretary.
All officers must be at least 18 years old.

         Section 4.02  Election and Term of Office.  Except as provided in
                       ---------------------------                        
Sections 4.01 and 4.06, the officers of the corporation shall be elected by the
board of directors annually at the first meeting of the board held after each
annual meeting of the shareholders as provided in Section 3.06.  If the election
of officers shall not be held as provided herein, such election shall be held as
soon thereafter as conveniently may be.  Each officer shall hold office until
his successor shall have been duly elected 
<PAGE>
 
and shall have qualified, or until the expiration of his term in office if
elected or appointed for a specified period of time, or until his earlier death,
resignation or removal.

         Section 4.03  Compensation.  Officers shall receive such compensation
                       ------------                                           
for their services as may be authorized or ratified by the board of directors
and no officer shall be prevented from receiving compensation by reason of the
fact that he is also a director of the corporation.  Election or appointment as
an officer shall not of itself create a contract or other right to compensation
for services performed as such officer.

         Section 4.04  Resignation.  Any officer may resign at any time, subject
                       -----------                                              
to any rights or obligations under any existing contracts between the officer
and the corporation, by giving written notice to the president or to the board
of directors.  An officer's resignation shall take effect at the time specified
in such notice, and unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

         Section 4.05  Removal.  Any officer may be removed at any time by the
                       -------                                                
board of directors, or, in the case of assistant and other subordinate officers,
by the board of directors or the president (whether or not such officer was
appointed by the president) whenever in its or his judgment, as the case may be,
the best interests of the corporation will be served thereby, but such removal
shall be without prejudice to the contract rights, if any, of the person so
removed.  Election or appointment of an officer shall not in itself create
contract rights.

         Section 4.06  Vacancies.  A vacancy in any office, however occurring,
                       ---------                                              
may be filled by the board of directors, or, if such office may be filled by the
president as provided in Section 4.01, by the president, for the unexpired
portion of the term.

         Section 4.07  Authority and Duties.  The officers of the corporation
                       --------------------                                  
shall have the authority and shall exercise the powers and perform the duties
specified below and as may be additionally specified by the president, the board
of directors or these bylaws (and in all cases where the duties of any officer
are not prescribed by the bylaws or by the board of directors, such officer
shall follow the orders and instructions of the president), except that in any
event each officer shall exercise such powers and perform such duties as may be
required by law:

          (a) President.  The president shall, subject to the direction and
              ---------                                                    
supervision of the board of directors, (i) be the chief executive officer of the
corporation and have general and active control of its affairs and business and
general supervision of its officers, agents and employees; (ii) unless there is
a chairman of the board, preside at all meetings of the shareholders and the
board of directors; (iii) see that all orders and resolutions of the board of
directors are carried into effect; and (iv) perform all other duties incident to
the office of president 
<PAGE>
 
and as from time to time may be assigned to him by the board of directors.

          (b) Vice Presidents.  The vice president, if any (or if there is more
              ---------------                                                  
than one then each vice president), shall assist the president and shall perform
such duties as may be assigned to him by the president or by the board of
directors.  The vice president, if there is one (or if there is more than one
then the vice president designated by the board of directors, or if there be no
such designation then the vice presidents in order of their election), shall, at
the request of the president, or in his absence or inability or refusal to act,
perform 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.  Vice presidents
may be designated as "Senior," "Executive," or "Assistant" vice presidents, at
the election of the board of directors, and shall have such powers and perform
such duties as may be assigned to them by the president or by the board of
directors.

          (c) Secretary.  The secretary shall:  (i) keep the minutes of the
              ---------                                                    
proceedings of the shareholders, the board of directors and any committees of
the board; (ii) see that all notices are duly given in accordance with the
provisions of these bylaws or as required by law; (iii) be custodian of the
corporate records and of the seal of the corporation; (iv) keep at the
corporation's registered office or principal place of business within or outside
Colorado a record containing the names and addresses of all shareholders and the
number and class of shares held by each, unless such a record shall be kept at
the office of the corporation's transfer agent or registrar; (v) have general
charge of the stock books of the corporation, unless the corporation has a
transfer agent; and (vi) in general, perform all duties incident to the office
of secretary and such other duties as from time to time may be assigned to him
by the president or by the board of directors.  Assistant secretaries, if any,
shall have the same duties and powers, subject to supervision by the secretary.

          (d) Treasurer.  The treasurer shall:  (i) be the principal financial
              ---------                                                       
officer of the corporation and have the care and custody of all its funds,
securities, evidences of indebtedness and other personal property and deposit
the same in accordance with the instructions of the board of directors; (ii)
receive and give receipts and acquittances for moneys paid in on account of the
corporation, and pay out of the funds on hand all bills, payrolls and other just
debts of the corporation of whatever nature upon maturity; (iii) unless there is
a controller, be the principal accounting officer of the corporation and as such
prescribe and maintain the methods and systems of accounting to be followed,
keep complete books and records of account, prepare and file all local, state
and federal tax returns, prescribe and maintain an adequate system of internal
audit and prepare and furnish to the president and the board of directors
statements of account showing the financial position of the corporation and the
results of its operations; (iv) upon request of the board, make such reports to
it 
<PAGE>
 
as may be required at any time; and (v) perform all other duties incident to
the office of treasurer and such other duties as from time to time may be
assigned to him by the board of directors or the president.  Assistant
treasurers, if any, shall have the same powers and duties, subject to the
supervision by the treasurer.

         Section 4.08  Surety Bonds.  The board of directors may require any
                       ------------                                         
officer or agent of the corporation to execute to the corporation a bond in such
sums and with such sureties as shall be satisfactory to the board, conditioned
upon the faithful performance of his duties and for the restoration to the
corporation of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the corporation.


ARTICLE 5:  Stock
-----------------

         Section 5.01  Issuance of Shares.  The issuance or sale by the
                       ------------------                              
corporation of any shares of its authorized capital stock of any class,
including treasury shares, shall be made only upon authorization by the board of
directors, except as otherwise may be provided by law.  No shares shall be
issued until full consideration has been received therefor.  Every issuance of
shares shall be recorded on the books maintained for such purpose by or on
behalf of the corporation.

         Section 5.02  Stock Certificates; Uncertificated Shares.  The shares of
                       ---------------------------------- ------                
stock of the corporation shall be represented by certificates, except that the
board of directors may authorize the issuance of any class or series of stock of
the corporation without certificates as provided by law.  If shares are
represented by certificates, such certificates shall be signed in the name of
the corporation by the chairman or vice chairman of the board of directors or by
the president or a vice president and by the treasurer or an assistant treasurer
or by the secretary or an assistant secretary and sealed with the seal of the
corporation or with a facsimile thereof.  The signatures of the corporation's
officers on any certificate may also be facsimiles if the certificate is
countersigned by a transfer agent or registered by a registrar.  In case any
officer who has signed or whose facsimile signature has been placed upon 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 date of its issue.  Certificates of stock shall be in such
form consistent with law as shall be prescribed by the board of directors.

         Section 5.03  Consideration for Shares.  Shares shall be issued for
                       ------------------------                             
such consideration expressed in dollars (but not less than the par value
thereof, if any) as shall be fixed from time to time by the board of directors.
Treasury shares shall be disposed of for such consideration expressed in dollars
as may be fixed from time to time by the board.  Such consideration may consist,
in whole or in part, of money, other property, tangible or intangible, 
<PAGE>
 
or labor or services actually performed for the corporation, but neither the
promissory note of a subscriber or direct purchaser of shares from the
corporation, nor the unsecured or nonnegotiable promissory note of any other
person, nor future services shall constitute payment or part payment for shares.

         Section 5.04  Lost Certificates.  In case of the alleged loss,
                       -----------------                               
destruction or mutilation of a certificate of stock the board of directors may
direct the issuance of a new certificate in lieu thereof upon such terms and
conditions in conformity with law as it may prescribe.  The board of directors
may in its discretion require a bond in such form and amount and with such
surety as it may determine before issuing a new certificate.

         Section 5.05  Transfer of Shares.  Upon presentation and surrender to
                       ------------------                                     
the corporation or to the corporation's transfer agent of a certificate of stock
duly endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, payment of all transfer taxes, if any, and the
satisfaction of any other requirements of law, including inquiry into and
discharge of any adverse claims of which the corporation has notice, the
corporation or the transfer agent shall issue a new certificate to the person
entitled thereto, cancel the old certificate and record the transfer on the
books maintained for such purpose by or on behalf of the corporation.  No
transfer of shares shall be effective until it has been entered on such books.
The corporation or the corporation's transfer agent may require a signature
guaranty or other reasonable evidence that any signature is genuine and
effective before making any transfer.  Transfers of uncertificated shares shall
be made in accordance with applicable provisions of law.

         Section 5.06  Holders of Record.  The corporation shall be entitled to
                       -----------------                                       
treat the holder of record of any share of stock as the holder in fact thereof,
and accordingly shall not be bound to recognize any equitable or other claim to
or interest in such share on the part of any other person whether or not it
shall have express or other notice thereof, except as may be required by the
laws of Colorado.

         Section 5.07  Shares Held for Account of Another.  The board of
                       ----------------------------------               
directors, in the manner provided by the Colorado Corporation Code, may adopt a
procedure whereby a shareholder of the corporation may certify in writing to the
corporation that all or a portion of the shares registered in the name of such
shareholder are held for the account of a specified person or persons.  Upon
receipt by the corporation of a certification complying with such procedure, the
persons specified in the certification shall be deemed, for the purpose or
purposes set forth therein, to be the holders of record of the number of shares
specified in place of the shareholder making the certification.

         Section 5.08  Transfer Agents, Registrars and Paying  Agents.  The
                       --------------------------------------- ------      
board of directors may at its discretion appoint one or more transfer agents,
registrars or agents for making payment 
<PAGE>
 
upon any class of stock, bond, debenture or other security of the corporation.
Such agents and registrars may be located either within or outside Colorado.
They shall have such rights and duties and shall be entitled to such
compensation as may be agreed.


ARTICLE 6:  Indemnification
---------------------------

         Section 6.01  Definitions.  For purposes of this Article 6, the
                       -----------                                      
following terms shall have the meanings set forth below:

          (a) Code.  The term "Code" means the Colorado Corporation Code as it
              ----                                                            
exists on the date of the adoption of this Article and as it may hereafter be
amended from time to time, but in the case of any amendment, only to the extent
that the amendment permits the corporation to provide broader indemnification
rights than the Colorado Corporation Code permitted the corporation to provide
at the date of the adoption of this Article and prior to the amendment.

          (b) Corporation.  The term "corporation" means the corporation and, in
              -----------                                                       
addition to the resulting or surviving corporation, any domestic or foreign
predecessor entity of the corporation in a merger, consolidation or other
transaction in which the predecessor's existence ceased upon consummation of the
transaction.

          (c) Expenses.  The term "expenses" means the actual and reasonable
              --------                                                      
expenses (including but not limited to expenses of investigation and preparation
and fees and disbursements of counsel, accountants or other experts) incurred by
a party in connection with a proceeding.

          (d) Liability.  The term "liability" means the obligation to pay a
              ---------                                                     
judgment, settlement, penalty, fine (including an excise tax assessed with
respect to an employee benefit plan) or expense incurred with respect to a
proceeding.

          (e) Party.  The term "party" means any individual who was, is, or is
              -----                                                           
threatened to be made, a named defendant or respondent in a proceeding by reason
of the fact that he is or was a director, officer or employee of the corporation
and any individual who, while a director, officer or employee of the corporation
is or was serving at the request of the corporation as a director, officer,
partner, trustee, employee, fiduciary or agent of any other foreign or domestic
corporation or of any partnership, joint venture, trust, other enterprise or
employee benefit plan.  A party shall be considered to be serving an employee
benefit plan at the corporation's request if his duties to the corporation also
impose duties on or otherwise involve services by him to the plan or to
participants in or beneficiaries of the plan.

          (f) Proceeding.  The term "proceeding" means any threatened, pending
              ----------                                                      
or completed action, suit or proceeding, or any appeal therein, whether civil,
criminal, administrative, 
<PAGE>
 
arbitrative or investigative (including an action by or in the right of the
corporation), and whether formal or informal.

         Section 6.02  Right to Indemnification.  The corporation shall
                       ------------------------                        
indemnify any party to a proceeding against liability incurred in, relating to
or as a result of the proceeding to the fullest extent permitted by law
(including without limitation in circumstances in which, in the absence of this
Section 6.02, indemnification would be (a) discretionary under the Code or (b)
limited or subject to particular standards of conduct under the Code).

         Section 6.03  Advancement of Expenses.  In the event of any proceeding
                       -----------------------                                 
in which a party is involved or which may give rise to a right of
indemnification under this Article, following written request to the corporation
by the party, the corporation shall pay to the party, to the fullest extent
permitted by law (including without limitation in circumstances in which, in the
absence of this Section 6.02, advancement of expenses would be (a) discretionary
under the Code or (b) limited or subject to particular standards of conduct
under the Code), amounts to cover expenses incurred by the party in, relating to
or as a result of such proceeding in advance of its final disposition.

         Section 6.04  Burden of Proof.  If under applicable law the entitlement
                       ---------------                                          
of a party to be indemnified or advanced expenses hereunder depends upon whether
a standard of conduct has been met, the burden of proof of establishing that the
party did not act in accordance with such standard shall rest with the
corporation.  A party shall be presumed to have acted in accordance with such
standard and to be entitled to indemnification or the advancement of expenses
(as the case may be) unless, based upon a preponderance of the evidence, it
shall be determined that the party has not met such standard.  Such
determination and any evaluation as to the reasonableness of amounts claimed by
a party shall be made by the board of directors of the corporation or such other
body or persons as may be permitted by the Code.  Subject to any express
limitation of the Code, if so requested by the party, such determination and
evaluation as to the reasonableness of the amounts claimed by the party shall be
made by independent counsel who is selected by the party and approved by the
corporation (which approval shall not be unreasonably withheld).  For purposes
of this Article, unless otherwise expressly stated, the termination of any
proceeding by judgment, order, settlement (whether with or without court
approval) or conviction, or upon a plea of nolo contendere or its equivalent,
shall not create a presumption that a party did not meet any particular standard
of conduct or have any particular belief or that a court has determined that
indemnification is not permitted by applicable law.

         Section 6.05  Notification and Defense of Claim.  Promptly after
                       ---------------------------------                 
receipt by a party of notice of the commencement of any proceeding, the party
shall, if a claim in respect thereof is to be made against the corporation under
this Article, notify the corporation in writing of the commencement thereof;
provided, 
<PAGE>
 
however, that delay in so notifying the corporation shall not constitute a
waiver or release by the party of any rights under this Article. With respect to
any such proceeding: (a) the corporation shall be entitled to participate
therein at its own expense; (b) any counsel representing the party to be
indemnified in connection with the defense or settlement thereof shall be
counsel mutually agreeable to the party and to the corporation; and (c) the
corporation shall have the right, at its option, to assume and control the
defense or settlement thereof, with counsel satisfactory to the party. If the
corporation assumes the defense of the proceeding, the party shall have the
right to employ its own counsel, but the fees and expenses of such counsel
incurred after notice from the corporation of its assumption of the defense of
such proceeding shall be at the expense of the party unless (i) the employment
of such counsel has been specifically authorized by the corporation, (ii) the
party shall have reasonably concluded that there may be a conflict of interest
between the corporation and the party in the conduct of the defense of such
proceeding, or (iii) the corporation shall not in fact have employed counsel to
assume the defense of such proceeding. Notwithstanding the foregoing, if an
insurance carrier has supplied directors' and officers' liability insurance
covering a proceeding and is entitled to retain counsel for the defense of such
proceeding, then the insurance carrier shall retain counsel to conduct the
defense of such proceeding unless the party and the corporation concur in
writing that the insurance carrier's doing so is undesirable. The corporation
shall not be liable under this Article for any amounts paid in settlement of any
proceeding effected without its written consent. The corporation shall not
settle any proceeding in any manner that would impose any penalty or limitation
on a party without the party's written consent. Consent to a proposed settlement
of any proceeding shall not be unreasonably withheld by either the corporation
or the party.

         Section 6.06   Enforcement.  The right to indemnification and
                        -----------                                   
advancement of expenses granted by this Article shall be enforceable in any
court of competent jurisdiction if the corporation denies the claim, in whole or
in part, or if no disposition of such claim is made within 90 days after the
written request for indemnification or advancement of expenses is received.  If
successful in whole or in part in such suit, the party's expenses incurred in
bringing and prosecuting such claim shall also be paid by the corporation.
Whether or not the party has met any applicable standard of conduct, the court
in such suit may order indemnification or the advancement of expenses as the
court deems proper (subject to any express limitation of the Code).  Further,
the corporation shall indemnify a party from and against any and all expenses
and, if requested by the party, shall (within 10 business days of such request)
advance such expenses to the party, which are incurred by the party in
connection with any claim asserted against or suit brought by the party for
recovery under any directors' and officers' liability insurance policies
maintained by the corporation, regardless of whether the party is unsuccessful
in whole or in part in such claim or suit.
<PAGE>
 
         Section 6.07   Proceedings by a Party.  The corporation shall indemnify
                        ----------------------                                  
or advance expenses to a party in connection with any proceeding (or part
thereof) initiated by the party only if such proceeding (or part thereof) was
authorized by the board of directors of the corporation.

         Section 6.08   Subrogation.  In the event of any payment under this
                        -----------                                         
Article, the corporation shall be subrogated to the extent of such payment to
all of the rights of recovery of the indemnified party, who shall execute all
papers and do everything that may be necessary to assure such rights of
subrogation to the corporation.

         Section 6.09   Other Payments.  The corporation shall not be liable
                        --------------                                      
under this Article to make any payment in connection with any proceeding against
or involving a party to the extent the party has otherwise actually received
payment (under any insurance policy, agreement or otherwise) of the amounts
otherwise indemnifiable hereunder.  A party shall repay to the corporation the
amount of any payment the corporation makes to the party under this Article in
connection with any proceeding against or involving the party, to the extent the
party has otherwise actually received payment (under any insurance policy,
agreement or otherwise) of such amount.

         Section 6.10   Insurance.  So long as any party who is or was an
                        ---------                                        
officer or director of the corporation may be subject to any possible proceeding
by reason of the fact that he is or was an officer or director of the
corporation (or is or was serving in any one or more of the other capacities
covered by this Article during his tenure as officer or director), if the
corporation maintains an insurance policy or policies providing directors' and
officers' liability insurance, such officer or director shall be covered by such
policy or policies in accordance with its or their terms to the maximum extent
of the coverage applicable to any then current officer or director of the
corporation, or the corporation shall purchase and maintain in effect for the
benefit of such officer or director one or more valid, binding and enforceable
policy or policies of directors' and officers' liability insurance providing, in
all respects, coverage at least comparable to that provided to any then current
officer or director at the corporation.

         Section 6.11   Other Rights and Remedies.  The rights to
                        -------------------------                
indemnification and advancement of expenses provided in this Article shall be in
addition to any other rights to which a party may have or hereafter acquire
under any law, provision of the articles of incorporation, any other or further
provision of these bylaws, vote of the shareholders or directors, agreement or
otherwise.  The corporation shall have the right, but shall not be obligated, to
indemnify or advance expenses to any agent of the corporation not otherwise
covered by this Article in accordance with and to the fullest extent permitted
by the Code.

         Section 6.12   Applicability; Effect.  The rights to indemnification
                        ---------------------                                
and advancement of expenses provided in this 
<PAGE>
 
Article shall be applicable to acts or omissions that occurred prior to the
adoption of this Article, shall continue as to any party during the period such
party serves in any one or more of the capacities covered by this Article, shall
continue thereafter so long as the party may be subject to any possible
proceeding by reason of the fact that he served in any one or more of the
capacities covered by this Article, and shall inure to the benefit of the estate
and personal representatives of each such person. Any repeal or modification of
this Article or of any Section or provision hereof shall not affect any rights
or obligations then existing. All rights to indemnification under this Article
shall be deemed to be provided by a contract between the corporation and each
party covered hereby.

         Section 6.13  Severability.  If any provision of this Article shall be
                       ------------                                            
held to be invalid, illegal or unenforceable for any reason whatsoever (a) the
validity, legality and enforceability of the remaining provisions of this
Article (including without limitation, all portions of any Sections of this
Article containing any such provision held to be invalid, illegal or
unenforceable, that are not themselves invalid, illegal or unenforceable) shall
not in any way be affected or impaired thereby, and (b) to the fullest extent
possible, the provisions of this Article (including, without limitation, all
portions of any Section of this Article containing any such provision held to be
invalid, illegal or unenforceable, that are not themselves invalid, illegal or
unenforceable) shall be construed so as to give effect to the intent of this
Article that each party covered hereby is entitled to the fullest protection
permitted by law.


ARTICLE 7:  Miscellaneous
-------------------------

         Section 7.01  Voting of Securities by the Corporation.  Unless
                       ---------------------------------------         
otherwise provided by resolution of the board of directors, on behalf of the
corporation the president or any vice president shall attend in person or by
substitute appointed by him, or shall execute written instruments appointing a
proxy or proxies to represent the corporation at, all meetings of the
shareholders of any other corporation, association or other entity in which the
corporation holds any stock or other securities, and may execute written waivers
of notice with respect to any such meetings.  At all such meetings and
otherwise, the president or any vice president, in person or by substitute or
proxy as aforesaid, may vote the stock or other securities so held by the
corporation and may execute written consents and any other instruments with
respect to such stock or securities and may exercise any and all rights and
powers incident to the ownership of said stock or securities, subject, however,
to the instructions, if any, of the board of directors.

         Section 7.02  Seal.  The corporate seal of the corporation shall be in
                       ----                                                    
such form as adopted by the board of directors, and any officer of the
corporation may, when and as required, affix or 
<PAGE>
 
impress the seal, or a facsimile thereof, to or on any instrument or document of
the corporation.

         Section 7.03  Fiscal Year.  The fiscal year of the corporation shall be
                       -----------                                              
as established by the board of directors.

         Section 7.04  Amendments.  The directors may amend or repeal these
                       ----------                                          
bylaws unless the articles of incorporation reserve such power exclusively to
the shareholders in whole or in part or the shareholders, in amending or
repealing a particular bylaw provision, provide expressly that the directors may
not amend or repeal such bylaw.  The shareholders may amend or repeal the bylaws
even though the bylaws may also be amended or repealed by the directors.


                                     (END)