<PAGE>   1

                                                                     EXHIBIT 3.2

                            CERTIFICATE OF AMENDMENT

                                TO THE BYLAWS OF

                             SOLECTRON CORPORATION



The undersigned, being the Secretary of Solectron Corporation, a Delaware
corporation, hereby certifies that the Board of Directors of the Corporation
approved an amendment to the Bylaws of the Corporation that reads as follows,
effective as of the date indicated below:

        "3.2   NUMBER OF DIRECTORS

The Board of Directors shall consist of ten (10) members. The number of
directors may be changed by an amendment to this Bylaw, duly adopted by the
Board of Directors or by the stockholders, or by duly adopted amendment to the
certificate of incorporation."


Date:  May 13, 1998




                                            /s/ SUSAN WANG
                                            ------------------------------------
                                                Susan Wang, Secretary


<PAGE>   2

                            CERTIFICATE OF AMENDMENT
                                TO THE BYLAWS OF
                              SOLECTRON CORPORATION

        The undersigned, being the Secretary of Solectron Corporation, a
Delaware corporation, hereby certifies that Article IV, Section 4.1 of the
Bylaws of this Corporation was amended by the Board of Directors effective
January 13, 1999 to provide in its entirety as follows:

        "4.1   COMMITTEES OF DIRECTORS

        The Board of Directors may, by resolution passed by a majority of the
whole Board, designate one or more committees, with each committee to consist of
one or more of the directors of the corporation. The Board may designate one or
more directors as alternate members of any committee, who may replace any absent
or disqualified member at any meeting of the committee. In the absence or
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or disqualified
member. Any such committee, to the extent provided in the resolution of the
Board of Directors or in the bylaws of the corporation, shall have and may
exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the corporation, and may authorize the
seal of the corporation to be affixed to all papers that may require it; but no
such committee shall have the power or authority to (i) amend the certificate of
incorporation (except that a committee may, to the extent authorized in the
resolution or resolutions providing for the issuance of shares of stock adopted
by the Board of Directors as provided in Section 151(a) of the General
Corporation Law of Delaware, fix any of the preferences or rights of such shares
relating to dividends, redemption, dissolution, any distribution of assets of
the corporation or the conversion into, or the exchange of such shares for,
shares of any other class or classes or any other series of the same or any
other class or classes of stock of the corporation), (ii) adopt an agreement of
merger or consolidation under Sections 251 or 252 of the General Corporation Law
of Delaware, (iii) recommend to the stockholders the sale, lease or exchange of
all or substantially all of the corporation's property and assets (iv) recommend
to the stockholders a dissolution of the corporation or a revocation of a
dissolution, or (v) amend the bylaws of the corporation; and, unless the board
resolution establishing the committee, the bylaws or the certificate of
incorporation expressly so provide, no such committee shall have the power or
authority to declare a dividend, to authorize the issuance of stock, or to adopt
a certificate of ownership and merger pursuant to Section 253 of the General
Corporation Law of Delaware."





                                            /s/ SUSAN WANG
                                            ------------------------------------
                                                Susan Wang, Secretary

<PAGE>   3

                              AMENDED AND RESTATED
                                     BYLAWS
                                       OF
                              SOLECTRON CORPORATION



                                    ARTICLE I

                                CORPORATE OFFICES


1.1     REGISTERED OFFICE

        The registered office of the corporation in the State of Delaware shall
be in the City of Wilmington, County of New Castle, State of Delaware. The name
of the registered agent of the corporation at such location is CT Corporation.

1.2     OTHER OFFICES

        The Board of Directors may at any time establish other offices at any
place or places where the corporation is qualified to do business.


                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

2.1     PLACE OF MEETINGS

        Meetings of stockholders shall be held at the principal executive office
of the corporation, within or outside the State of Delaware, unless some other
appropriate and convenient location be designated for that purpose from time to
time by the Board of Directors.

2.2     ANNUAL MEETING

        Annual meetings of the Stockholders shall be held, each year, at the
time and on the day as designated by resolution of the Board of Directors.

        At the annual meeting, the stockholders shall elect a Board of
Directors, consider reports of the affairs of the corporation and transact such
other business as may be properly brought before the meeting.

<PAGE>   4

2.3     SPECIAL MEETINGS

        A special meeting of the stockholders may be called at any time by the
Board of Directors, the Chairman of the Board, the President, the Secretary, or
holders of shares entitled to cast not less than ten (10) percent of the votes
at the meeting. Except as next provided, notice shall be given as for the annual
meeting.

        Upon receipt of a written request addressed to the Chairman, President,
or Secretary, mailed or delivered personally to such officer by any person
(other than the Board) entitled to call a special meeting of stockholders, such
officer shall cause notice to be given, to the stockholders entitled to vote,
that a meeting will be held at a time requested by the person or persons calling
the meeting, not less than twenty five nor more than sixty days after the
receipt of such request.

2.4     NOTICE OF STOCKHOLDERS' MEETINGS

        All notices of meetings with stockholders shall be in writing and shall
be sent or otherwise given in accordance with Section 2.6 of these bylaws not
less than ten (10) nor more than sixty (60) days before the date of the meeting
to each stockholder entitled to vote at such meeting. The notice shall specify
the place, date, and hour of the meeting, and, in the case of a special meeting,
the purpose or purposes for which the meeting is called.

        Notice of meetings, annual or special, shall be given in writing not
less than ten (10) nor more than sixty (60) days before the date of the meeting,
to stockholders entitled to vote thereat by the Secretary or an assistant
secretary, or if there be no such officer, or in the case of his neglect or
refusal, by any director or stockholder.

        Such notices or any reports shall be given personally or by mail or
other means of written communication and shall be sent to the stockholder's
address appearing on the books of the corporation, or supplied by him to the
corporation for the purpose of notice.

        Notice of any meeting of stockholders shall specify the place, the day
and the hour of meeting, and (1) in case of a special meeting, the general
nature of the business to be transacted and no other business may be transacted,
or (2) in the case of an annual meeting, those matters which the Board at date
of mailing, intends to present for action by the stockholders. At any meetings
where directors are to be elected, notice shall include the names of the
nominees, if any, intended at date of Notice to be presented by management for
election.

        If a shareholder supplies no address, notice shall be deemed to have
been given to him if mailed to the place where the principal executive office of
the Company, inside or outside the State of Delaware, is situated, or published
at least once in some newspaper of general circulation in the County of said
principal office.


                                      -2-
<PAGE>   5

2.5     ADVANCE NOTICE OF STOCKHOLDER NOMINEES AND STOCKHOLDER BUSINESS

        To be properly brought before an annual meeting or special meeting,
nominations for the election of director or other business must be (a) specified
in the notice of meeting (or any supplement thereto) given by or at the
direction of the Board of Directors, (b) otherwise properly brought before the
meeting by or at the direction of the Board of Directors, or (c) otherwise
properly brought before the meeting by a stockholder. For such nominations or
other business to be considered properly brought before the meeting by a
stockholder such stockholder must have given timely notice and in proper form of
his intent to bring such business before such meeting. To be timely, such
stockholder's notice must be delivered to or mailed and received by the
Secretary of the corporation not less than ninety (90) days prior to the
meeting; provided, however, that in the event that less than one-hundred (100)
days notice or prior public disclosure of the date of the meeting is given or
made to stockholders, notice by the stockholder to be timely must be so received
not later than the close of business on the tenth day following the day on which
such notice of the date of the meeting was mailed or such public disclosure was
made. To be in proper form, a stockholder's notice to the secretary shall set
forth:

               (i) the name and address of the stockholder who intends to make
        the nominations or propose the business and, as the case may be, the
        name and address of the person or persons to be nominated or the nature
        of the business to be proposed;

               (ii) a representation that the stockholder is a holder of record
        of stock of the corporation entitled to vote at such meeting and, if
        applicable, intends to appear in person or by proxy at the meeting to
        nominate the person or persons specified in the notice or introduce the
        business specified in the notice;

               (iii) if applicable, a description of all arrangements or
        understandings between the stockholder and each nominee and any other
        person or persons (naming such person or persons) pursuant to which the
        nomination or nominations are to be made by the stockholder;

               (iv) such other information regarding each nominee or each matter
        of business to be proposed by such stockholder as would be required to
        be included in a proxy statement filed pursuant to the proxy rules of
        the Securities and Exchange Commission had the nominee been nominated,
        or intended to be nominated, or the matter been proposed, or intended to
        be proposed by the Board of Directors; and

               (v) if applicable, the consent of each nominee to serve as
        director of the corporation if so elected.

        The chairman of the meeting may refuse to acknowledge the nomination of
any person or the proposal of any business not made in compliance with the
foregoing procedure.


                                      -3-
<PAGE>   6

2.6     MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE

        Written notice of any meeting of stockholders, if mailed, is given when
deposited in the United States mail, postage prepaid, directed to the
stockholder at his address as it appears on the records of the corporation. An
affidavit of the Secretary or an assistant secretary or of the transfer agent of
the corporation that the notice has been given shall, in the absence of fraud,
be prima facie evidence of the facts stated therein.

2.7     QUORUM

        The holders of a majority of the stock issued and outstanding and
entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the certificate of
incorporation. If, however, such quorum is not present or represented at any
meeting of the stockholders, then the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum is present or represented. At such adjourned meeting at
which a quorum is present or represented, any business may be transacted that
might have been transacted at the meeting as originally noticed.

        If a quorum be initially present, the stockholders may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum, if any action taken is approved by a
majority of the stockholders required initially to constitute a quorum.

        When a quorum is present or represented at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provisions of the statutes or
of the certificate of incorporation, a different vote is required, in which case
such express provision shall govern and control the decision of the question.

2.8     ADJOURNED MEETING; NOTICE

        When a meeting is adjourned to another time or place, unless these
bylaws otherwise require, notice need not be given of the adjourned meeting if
the time and place thereof are announced at the meeting at which the adjournment
is taken. At the adjourned meeting the corporation may transact any business
that might have been transacted at the original meeting. If the adjournment is
for more than forty-five (45) days, or if after the adjournment a new record
date is fixed for the adjourned meeting, a notice of the adjourned meeting shall
be given to each stockholder of record entitled to vote at the meeting.


                                      -4-
<PAGE>   7

2.9     VOTING

        The stockholders entitled to vote at any meeting of stockholders shall
be determined in accordance with the provisions of Section 2.12 and Section 2.14
of these bylaws, subject to the provisions of Sections 217 and 218 of the
General Corporation Law of Delaware (relating to voting rights of fiduciaries,
pledgers and joint owners of stock and to voting trusts and other voting
agreements).

        Except as may otherwise be provided in the certificate of incorporation
or the last paragraph of this Section 2.9, each stockholder shall be entitled to
one vote for each share of capital stock held by such stockholder.

        At a stockholders' meeting at which directors are to be elected, or at
elections held under special circumstances, a stockholder shall be entitled to
cumulate votes (i.e., cast for any candidate a number of votes greater than the
number of votes which such stockholder normally is entitled to cast). Each
holder of stock of any class or series who elects to cumulate votes shall be
entitled to as many votes as equals the number of votes which (absent this
provision as to cumulative voting) he would be entitled to cast for the election
of directors with respect to his shares of stock multiplied by the number of
directors to be elected by him, and he may cast all of such votes for a single
director or may distribute them among the number to be voted for, or for any two
or more of them, as he may see fit, so long as the name of the candidate for
director shall have been placed in nomination prior to the voting and the
stockholder, or any other holder of the same class or series of stock, has given
notice at the meeting prior to the voting of the intention to cumulate votes.

2.10    WAIVER OF NOTICE

        Whenever notice is required to be given under any provision of the
General Corporation Law of Delaware or of the certificate of incorporation or
these bylaws, a written waiver thereof, signed by the person entitled to notice,
whether before or after the time stated therein, shall be deemed equivalent to
notice. Attendance of a person at a meeting shall constitute a waiver of notice
of such meeting, except when the person attends a meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the stockholders need be specified in any written waiver of notice unless so
required by the certificate of incorporation or these bylaws.

2.11    STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING

        Unless otherwise provided in the certificate of incorporation, any 
action required by this chapter to be taken at any annual or special meeting of
stockholders of a corporation, or any action that may be taken at any annual or
special meeting of such stockholders, may be taken without a meeting, without
prior notice, and without a vote if a consent in writing, setting forth the
action so taken, is signed by the holders of outstanding stock having not less
than the minimum number of


                                      -5-
<PAGE>   8

votes that would be necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and voted.

        Prompt notice of the taking of the corporate action without a meeting by
less than unanimous written consent shall be given to those stockholders who
have not consented in writing. If the action which is consented to is such as
would have required the filing of a certificate under any section of the General
Corporation Law of Delaware if such action had been voted on by stockholders at
a meeting thereof, then the certificate filed under such section shall state, in
lieu of any statement required by such section concerning any vote of
stockholders, that written notice and written consent have been given as
provided in Section 228 of the General Corporation Law of Delaware.

2.12    RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS

        In order that the corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders or any adjournment thereof
or entitled to express consent or dissent to corporate action in writing without
a meeting (if otherwise permitted by these bylaws and the corporation's
certificate of incorporation), or entitled to receive payment of any dividend or
other distribution or allotment of any rights or entitled to exercise any rights
in respect of any change, conversion or exchange of stock or for the purpose of
any other lawful action, the Board of Directors may fix, in advance, a record
date, which shall be not more than sixty (60) nor less than ten (10) days before
the date of such meeting, nor more than sixty (60) days prior to any other
action.

        If the Board of Directors does not so fix a record date, the fixing of
such record date shall be governed by the provisions of Section 213 of the
General Corporation Law of Delaware.

        A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.

2.13    PROXIES

        Each stockholder entitled to vote at a meeting of stockholders may
authorize another person or persons to act for him by a written proxy, signed by
the stockholder and filed with the Secretary, but no such proxy shall be voted
or acted upon after three (3) years from its date, unless the proxy provides for
a longer period. A proxy shall be deemed signed if the stockholder's name is
placed on the proxy (whether by manual signature, typewriting, telegraphic
transmission or otherwise) by the stockholder or the stockholder's
attorney-in-fact. The revocability of a proxy that states on its face that it is
irrevocable shall be governed by the provisions of Section 212(e) of the General
Corporation Law of Delaware.


                                      -6-
<PAGE>   9

2.14    LIST OF STOCKHOLDERS ENTITLED TO VOTE

        The officer who has charge of the stock ledger of the corporation shall
prepare and make, at least ten (10) days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten (10) days prior to
the meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present. The stock
ledger shall be the only evidence as to who are the stockholders entitled to
examine the stock ledger, the list of stockholders or the books of the
corporation, or to vote in person or by proxy at any meeting of stockholders and
of the number of shares held by each such stockholder.

2.15    CONDUCT OF BUSINESS

        Meetings of stockholders shall be presided over by the Chairman of the
Board, if any, or in his absence by the President, or in his absence by a Vice
President, or in the absence of the foregoing persons by a chairman designated
by the Board of Directors, or in the absence of such designation by a chairman
chosen at the meeting. The Secretary shall act as secretary of the meeting, but
in his absence the chairman of the meeting may appoint any person to act as
secretary of the meeting. The chairman of any meeting of stockholders shall
determine the order of business and the procedures at the meeting, including
such matters as the regulation of the manner of voting and conduct of business.


                                   ARTICLE III

                                    DIRECTORS

3.1     POWERS

        Subject to the provisions of the General Corporation Law of Delaware and
any limitations in the certificate of incorporation or these bylaws relating to
action required to be approved by the stockholders or by the outstanding shares,
the business and affairs of the corporation shall be managed and all corporate
powers shall be exercised by or under the direction of the Board of Directors.

        Each director shall exercise such powers and otherwise perform such
duties in good faith, in the manner such director believes to be in the best
interests of the corporation, and with such care, including reasonable inquiry,
using ordinary prudence, as a person in a like position would use under similar
circumstances.


                                      -7-
<PAGE>   10

3.2     NUMBER OF DIRECTORS

        The Board of Directors shall consist of eight (8) members. The number of
directors may be changed by an amendment to this bylaw, duly adopted by the
Board of Directors or by the stockholders, or by a duly adopted amendment to the
certificate of incorporation.

3.3     ELECTION QUALIFICATION AND TERM OF OFFICE OF DIRECTORS

        Except as provided in Section 3.4 of these bylaws, at each annual
meeting of stockholders, directors of the corporation shall be elected to hold
office until the expiration of the term for which they are elected, and until
their successors have been duly elected and qualified; except that if any such
election shall not be so held, such election shall take place at a stockholders'
meeting called and held in accordance with the Delaware General Corporation Law.
The term of office of a director shall begin immediately after election.

        Directors need not be stockholders unless so required by the certificate
of incorporation or these bylaws, wherein other qualifications for directors may
be prescribed. Election of directors need not be by written ballot unless a
stockholder demands election by written ballot at the meeting and before voting
begins.

3.4     RESIGNATION AND VACANCIES

        Any director may resign at any time upon written notice to the
corporation. Any vacancy occurring in the Board of Directors because of
resignation or death of a director may be filled by a majority of the remaining
members of the Board of Directors, although such majority is less than a quorum,
or by a sole remaining director, and each director so elected shall hold office
until his successor is elected at the next succeeding annual meeting of
stockholders at which the class to which the directorship belongs is to be
elected or at a special meeting called for that purpose.

        Unless otherwise provided in the certificate of incorporation or these
bylaws:

               (i) Vacancies and newly created directorships resulting from any
        increase in the authorized number of directors elected by all of the
        stockholders having the right to vote as a single class may be filled by
        a majority of the directors then in office, although less than a quorum,
        or by a sole remaining director.

               (ii) Whenever the holders of any class or classes of stock or
        series thereof are entitled to elect one or more directors by the
        provisions of the certificate of incorporation, vacancies and newly
        created directorships of such class or classes or series may be filled
        by a majority of the directors elected by such class or classes or
        series thereof then in office, or by a sole remaining director so
        elected.

        If at any time, by reason of death or resignation or other cause, the
corporation should have no directors in office, then any officer or any
stockholder or an executor, administrator, trustee or


                                      -8-
<PAGE>   11

guardian of a stockholder, or other fiduciary entrusted with like responsibility
for the person or estate of a stockholder may apply to the Court of Chancery for
a decree summarily ordering an election as provided in Section 211 of the
General Corporation Law of Delaware.

        If, at the time of filling any vacancy or any newly created
directorship, the directors then in office constitute less than a majority of
the whole board (as constituted immediately prior to any such increase), then
the Court of Chancery may, upon application of any stockholder or stockholders
holding at least ten (10) percent of the total number of the shares at the time
outstanding having the right to vote for such directors, summarily order an
election to be held to fill any such vacancies or newly created directorships,
or to replace the directors chosen by the directors then in office as aforesaid,
which election shall be governed by the provisions of Section 211 of the General
Corporation Law of Delaware as far as applicable.

3.5     PLACE OF MEETINGS; MEETINGS BY TELEPHONE

        The Board of Directors of the corporation may hold meetings, both
regular and special, either within or outside the State of Delaware, at such
place as is designated in the notice of the meeting.

        Unless otherwise restricted by the certificate of incorporation or these
bylaws, members of the Board of Directors, or any committee designated by the
Board of Directors, may participate in a meeting of the Board of Directors, or
any committee, by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and such participation in a meeting shall constitute presence in
person at the meeting.

        Accurate minutes of any meeting of the Board of Directors or any
committee thereof shall be maintained by the Secretary or other office
designated for that purpose.

3.6     FIRST MEETINGS

        The first meeting of each newly elected Board of Directors shall be held
immediately following the adjournment of the annual meetings of the
stockholders.

3.7     REGULAR MEETINGS

        Regular meetings of the Board of Directors may be held without notice at
the corporate offices or such other place, within or without the State of
Delaware, at such time and place as the Board designates.

3.8     SPECIAL MEETINGS; NOTICE

        Special meetings of the Board may be called at any time by the President
or, if he is absent or unable or refuses to act, by any vice president or the
Secretary or by any two directors, or by one director if only one is provided.


                                      -9-
<PAGE>   12

        At least forty-eight (48) hours notice of the time and place of special
meetings shall be delivered personally to the directors or personally
communicated to them by a corporate officer by telephone or telegraph. If the
notice is sent to a director by letter, it shall be addressed to him at his
address as it is shown upon the records of the corporation (or if it is not so
shown on such records or is not readily ascertainable, at the place in which the
meetings of the directors are regularly held). In case such notice is mailed, it
shall be deposited in the United States mail, postage prepaid, in the place in
which the principal executive office of the corporation is located, at least
four (4) days prior to the time of the holding of the meeting. Such mailing,
telegraphing, telephoning or delivery as above provided shall be due, legal and
personal notice to such director.

        When all of the directors are present at any directors' meeting, however
called or noticed, and either (i) sign a written consent thereto on the records
of such meeting, or (ii) if a majority of the directors is present and if those
not present sign a waiver of notice of such meeting or a consent to holding the
meeting or an approval of the minutes thereof, whether prior to or after the
holding of such meeting, which said waiver, consent or approval shall be filed
with the Secretary of the corporation or (iii) if a director attends a meeting
without notice, but without protesting, prior thereto or at its commencement,
the lack of notice to him, then the transactions thereof are as valid as if had
at a meeting regularly called and noticed.

3.9     QUORUM

        A majority of the number of directors as fixed by the certificate of
incorporation or bylaws, shall be necessary to constitute a quorum for the
transaction of business, and the action of a majority of the directors present
at any meeting at which there is a quorum, when duly assembled, is valid as a
corporate act; provided that a minority of the directors, in the absence of a
quorum, may adjourn from time to time, but may not transact any business. A
meeting at which a quorum is initially present may continue to transact
business, notwithstanding the withdrawal of directors, if any action taken is
approved by a majority of the required quorum for such meeting.

3.10     WAIVER OF NOTICE

         Whenever notice is required to be given under any provision of the
General Corporation Law of Delaware or of the certificate of incorporation or
these bylaws, a written waiver thereof, signed by the person entitled to notice,
whether before or after the time stated therein, shall be deemed equivalent to
notice. Attendance of a person at a meeting shall constitute a waiver of notice
of such meeting, except when the person attends a meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the directors, or members of a committee of directors, need be specified in
any written waiver of notice unless so required by the certificate of
incorporation or these bylaws.


                                      -10-
<PAGE>   13

3.11     ADJOURNED MEETING; NOTICE

         Notice of the time and place of holding an adjourned meeting need not
be given to absent directors if the time and place be fixed at the meeting
adjourned and held within twenty-four (24) hours, but if adjourned more than
twenty-four (24) hours, notice shall be given to all directors not present at
the time of the adjournment.

3.12     CONDUCT OF BUSINESS

         Meetings of the Board of Directors shall be presided over by the
Chairman of the Board, if any, or in his absence by the President, or in their
absence by a chairman chosen at the meeting. The Secretary shall act as
secretary of the meeting, but in his absence the chairman of the meeting may
appoint any person to act as secretary of the meeting. The chairman of any
meeting shall determine the order of business and the procedures at the meeting.

3.13     BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING

         Unless otherwise restricted by the certificate of incorporation or
these bylaws, any action required or permitted to be taken at any meeting of the
Board of Directors, or of any committee thereof, may be taken without a meeting
if all members of the Board or committee, as the case may be, consent thereto in
writing and the writing or writings are filed with the minutes of proceedings of
the Board or committee.

3.14     FEES AND COMPENSATION OF DIRECTORS

         Directors, as such, shall not receive any stated salary for their
services, but by resolution of the Board, a fixed sum and expense of attendance,
if any, may be allowed for attendance at each regular and special meeting of the
Board; provided that nothing herein contained shall be construed to preclude any
director from serving the Company in any other capacity and receiving
compensation therefor.

3.15     APPROVAL OF LOANS TO OFFICERS

         The corporation may lend money to, or guarantee any obligation of, or
otherwise assist any officer or other employee of the corporation or of its
subsidiary, including any officer or employee who is a director of the
corporation or its subsidiary, whenever, in the judgment of the directors, such
loan, guaranty or assistance may reasonably be expected to benefit the
corporation. The loan, guaranty or other assistance may be with or without
interest and may be unsecured, or secured in such manner as the Board of
Directors shall approve, including, without limitation, a pledge of shares of
stock of the corporation. Nothing in this section shall be deemed to deny, limit
or restrict the powers of guaranty or warranty of the corporation at common law
or under any statute.


                                      -11-
<PAGE>   14

3.16     REMOVAL OF DIRECTORS

         Unless otherwise restricted by statute, by the certificate of
incorporation or by these bylaws, any director or the entire Board of Directors
may be removed with or without cause by the holders of a majority of the shares
then entitled to vote at an election of directors; provided, however, that, so
long as stockholders of the corporation are entitled to cumulative voting, no
individual director may be removed without cause (unless the entire board is
removed) if the number of votes cast against such removal would be sufficient to
elect the director if then cumulatively voted at an election of the class of
directors of which the director is a part. Whenever the holders of any class or
series are entitled to elect one or more directors by the certificate of
incorporation, such director or directors may be removed without cause only if
there are sufficient votes by the holders of the outstanding shares of that
class or series. A vacancy created by the removal of a director may be filled
only by the approval of the stockholders.

         No reduction of the authorized number of directors shall have the
effect of removing any director prior to the expiration of such director's term
of office.

3.17     ADVISORY DIRECTORS

         The Board of Directors from time to time may elect one or more persons
to be Advisory Directors who shall not by such appointment be members of the
Board of Directors. Advisory Directors shall be available from time to time to
perform special assignments specified by the President, to attend meetings of
the Board of Directors upon invitation and to furnish consultation to the Board.
The period during which the title shall be held may be prescribed by the Board
of Directors. If no period is prescribed, the title shall be held at the
pleasure of the Board.


                                   ARTICLE IV

                                   COMMITTEES

4.1      COMMITTEES OF DIRECTORS

         The Board of Directors may, by resolution passed by a majority of the
whole Board, designate one or more committees, with each committee to consist of
two or more of the directors of the corporation. The Board may designate one or
more directors as alternate members of any committee, who may replace any absent
or disqualified member at any meeting of the committee. In the absence or
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or disqualified
member. Any such committee, to the extent provided in the resolution of the
Board of Directors or in the bylaws of the corporation, shall have and may
exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the corporation, and may authorize the
seal of the corporation to be affixed to all papers that may


                                      -12-
<PAGE>   15

require it; but no such committee shall have the power or authority to (i) amend
the certificate of incorporation (except that a committee may, to the extent
authorized in the resolution or resolutions providing for the issuance of shares
of stock adopted by the Board of Directors as provided in Section 151(a) of the
General Corporation Law of Delaware, fix any of the preferences or rights of
such shares relating to dividends, redemption, dissolution, any distribution of
assets of the corporation or the conversion into, or the exchange of such shares
for, shares of any other class or classes or any other series of the same or any
other class or classes of stock of the corporation), (ii) adopt an agreement of
merger or consolidation under Sections 251 or 252 of the General Corporation Law
of Delaware, (iii) recommend to the stockholders the sale, lease or exchange of
all or substantially all of the corporation's property and assets (iv) recommend
to the stockholders a dissolution of the corporation or a revocation of a
dissolution, or (v) amend the bylaws of the corporation; and, unless the board
resolution establishing the committee, the bylaws or the certificate of
incorporation expressly so provide, no such committee shall have the power or
authority to declare a dividend, to authorize the issuance of stock, or to adopt
a certificate of ownership and merger pursuant to Section 253 of the General
Corporation Law of Delaware.

4.2      COMMITTEE MINUTES

         Each committee shall keep regular minutes of its meetings and report
the same to the Board of Directors when required.

4.3      MEETINGS AND ACTION OF COMMITTEES

         Meetings and actions of committees shall be governed by, and held and
taken in accordance with, the provisions of Article III of these bylaws, Section
3.5 (place of meetings and meetings by telephone), Section 3.7 (regular
meetings), Section 3.8 (special meetings and notice), Section 3.9 (quorum),
Section 3.10 (waiver of notice), Section 3.11 (adjournment and notice of
adjournment), Section 3.12 (conduct of business) and Section 3.13 (action
without a meeting), with such changes in the context of those bylaws as are
necessary to substitute the committee and its members for the Board of Directors
and its members; provided, however, that the time of regular meetings of
committees may also be called by resolution of the Board of Directors and that
notice of special meetings of committees shall also be given to all alternate
members, who shall have the right to attend all meetings of the committee. The
Board of Directors may adopt rules for the government of any committee not
inconsistent with the provisions of these bylaws.


                                    ARTICLE V

                                    OFFICERS

5.1      OFFICERS

         The officers of the corporation shall be chairman of the board or a
president or both, a secretary, and a chief financial officer. The corporation
may also have, at the discretion of the Board


                                      -13-
<PAGE>   16

of Directors, one or more vice presidents, one or more assistant secretaries,
and any such other officers as may be appointed in accordance with the
provisions of Section 5.2 of these bylaws. Any number of offices may be held by
the same person.

5.2      ELECTION OF OFFICERS

         Except as otherwise provided in this Section 5.2, the officers of the
corporation shall be chosen annually by the Board of Directors, and each shall
hold his office until he shall resign or shall be removed or otherwise
disqualified to serve, or his successor shall be elected and qualified.

         The Board of Directors may appoint such officers and agents of the
business as the corporation may require, each of whom shall hold office for such
period, have such authority, and perform such duties as are provided in these
bylaws or as the Board of Directors may from time to time determine. Any vacancy
occurring in any office of the corporation shall be filled in the manner
prescribed in the Bylaws for regular appointments to such office.

5.3      REMOVAL AND RESIGNATION OF OFFICERS

         Any officer may be removed, either with or without cause, by an
affirmative vote of the majority of the Board of Directors at any regular or
special meeting of the Board or, except in the case of an officer chosen by the
Board of Directors, by any officer upon whom such power of removal may be
conferred by the Board of Directors or, in the case of an officer appointed by
the President, by the President.

         Any officer may resign at any time by giving written notice to the
corporation. Any resignation shall take effect at the date of the receipt of
that notice or at any later time specified in that notice; and, unless otherwise
specified in that notice, the acceptance of the resignation shall not be
necessary to make it effective.

5.4      CHAIRMAN OF THE BOARD

         The Chairman of the Board, if such an officer be elected, shall, if
present, preside at meetings of the Board of Directors and exercise and perform
such other powers and duties as may from time to time be assigned to him by the
Board of Directors or as may be prescribed by these bylaws.

5.5      PRESIDENT

         Subject to such supervisory powers, if any, as may be given by the
Board of Directors to the Chairman of the Board, if there be such an officer,
the President, unless otherwise determined by the Board of Directors, shall be
the chief executive officer of the corporation and shall, subject to the control
of the Board of Directors, have general supervision, direction, and control of
the business and the officers of the corporation. He shall preside at all
meetings of the stockholders and, in the absence or nonexistence of a chairman
of the board, at all meetings of the Board of Directors. He 


                                      -14-
<PAGE>   17

shall have the general powers and duties of management usually vested in the
office of president of a corporation and shall have such other powers and duties
as may be prescribed by the Board of Directors or these bylaws.

5.6      VICE PRESIDENTS

         In the absence or disability of the President, the Vice Presidents, if
any, in order of their rank as fixed by the Board of Directors or, if not
ranked, a Vice President designated by the Board of Directors, shall perform all
the duties of the President and when so acting shall have all the powers of, and
be subject to all the restrictions upon, the President. The Vice Presidents
shall have such other powers and perform such other duties as from time to time
may be prescribed for them respectively by the Board of Directors, these bylaws,
the President or the Chairman of the Board.

5.7      SECRETARY

         The Secretary shall keep or cause to be kept, at the principal
executive office of the corporation or such other place as the Board of
Directors may direct, a book of minutes of all meetings and actions of
directors, committees of directors, and stockholders. The minutes shall show the
time and place of each meeting, whether regular or special (and, if special, how
authorized and the notice given), the names of those present at directors'
meetings or committee meetings, the number of shares present or represented at
stockholders' meetings, and the proceedings thereof.

         The Secretary shall keep, or cause to be kept, at the principal
executive office of the corporation or at the office of the corporation's
transfer agent or registrar, as determined by resolution of the Board of
Directors, a share register, or a duplicate share register, showing the names of
all stockholders and their addresses, the number and classes of shares held by
each, the number and date of certificates evidencing such shares, and the number
and date of cancellation of every certificate surrendered for cancellation.

         The Secretary shall give, or cause to be given, notice of all meetings
of the stockholders and of the Board of Directors required to be given by law or
by these bylaws. He shall keep the seal of the corporation, if one be adopted,
in safe custody and shall have such other powers and perform such other duties
as may be prescribed by the Board of Directors or by these bylaws.

5.8      CHIEF FINANCIAL OFFICER

         The Chief Financial Officer shall keep and maintain, or cause to be
kept and maintained in accordance with generally accepted accounting principles,
adequate and correct books and records of accounts of the properties and
business transactions of the corporation, including accounts of its assets,
liabilities, receipts, disbursements, gains, losses, capital, retained earnings
and shares. The books of account shall at all reasonable times be open to
inspection by any director.


                                      -15-
<PAGE>   18

         The Chief Financial Officer shall deposit all monies and other
valuables in the name and to the credit of the corporation with such
depositaries as may be designated by the Board of Directors. He shall disburse
the funds of the corporation as may be ordered by the Board of Directors, shall
render to the President and directors, whenever they request it, an account of
all of his transactions as Chief Financial Officer and of the financial
condition of the corporation, and shall have such other powers and perform such
other duties as may be prescribed by the Board of Directors or these bylaws.


                                   ARTICLE VI

                                    INDEMNITY

6.1      INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The corporation shall, to the maximum extent and in the manner
permitted by the General Corporation Law of Delaware, indemnify each of its
directors and officers against expenses (including attorneys' fees), judgments,
fines, settlements, and other amounts actually and reasonably incurred in
connection with any proceeding, arising by reason of the fact that such person
is or was an agent of the corporation. For purposes of this Section 6.1, a
"director" or "officer" of the corporation includes any person (i) who is or was
a director or officer of the corporation, (ii) who is or was serving at the
request of the corporation as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise, including, without
limitation, any direct or indirect subsidiary of the corporation, or (iii) who
was a director or officer of a corporation which was a predecessor corporation
of the corporation or of another enterprise at the request of such predecessor
corporation.

6.2      INDEMNIFICATION OF OTHERS

         The corporation shall have the power, to the extent and in the manner
permitted by the General Corporation Law of Delaware, to indemnify each of its
employees and agents (other than directors and officers) against expenses
(including attorneys' fees), judgments, fines, settlements, and other amounts
actually and reasonably incurred in connection with any proceeding, arising by
reason of the fact that such person is or was an agent of the corporation. For
purposes of this Section 6.2, an "employee" or "agent" of the corporation (other
than a director or officer) includes any person (i) who is or was an employee or
agent of the corporation, (ii) who is or was serving at the request of the
corporation as an employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, including, without limitation, any direct or
indirect subsidiary of the corporation, or (iii) who was an employee or agent of
a corporation which was a predecessor corporation of the corporation or of
another enterprise at the request of such predecessor corporation.


                                      -16-
<PAGE>   19

6.3      INSURANCE

         The corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability under
the provisions of the General Corporation Law of Delaware and this Section 6.

6.4      PAYMENT OF EXPENSES IN ADVANCE

         Expenses incurred in defending any civil or criminal action or
proceeding for which indemnification is required pursuant to Section 6.1, or for
which indemnification is permitted pursuant to Section 6.2 following
authorization thereof by the Board of Directors, may be paid by the corporation
in advance of the final disposition of such action or proceeding upon receipt of
an undertaking by or on behalf of the indemnified party to repay such amount if
it shall ultimately be determined that the indemnified party is not entitled to
be indemnified as authorized in this Section 6.

6.5      INDEMNITY NOT EXCLUSIVE

         The indemnification provided by this Section 6 shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in an official capacity and as to
action in another capacity while holding such office, to the extent that such
additional rights to indemnification are authorized in the certificate of
incorporation.

6.6     CONFLICTS

        No indemnification or advance shall be made under this Section 6, except
where such indemnification or advance is mandated by law or the order, judgment
or decree of any court of competent jurisdiction, in any circumstance where it
appears:

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

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


                                      -17-
<PAGE>   20

                                   ARTICLE VII

                               RECORDS AND REPORTS

7.1     MAINTENANCE AND INSPECTION OF RECORDS

        The corporation shall, either at its principal executive office or at
such place or places as designated by the Board of Directors, keep a record of
its stockholders listing their names and addresses and the number and class of
shares held by each stockholder, a copy of these bylaws as amended to date,
accounting books, and other records.

        Any stockholder of record, in person or by attorney or other agent,
shall, upon written demand under oath stating the purpose thereof, have the
right during the usual hours for business to inspect for any proper purpose the
corporation's stock ledger, a list of its stockholders, and its other books and
records and to make copies or extracts therefrom. A proper purpose shall mean a
purpose reasonably related to such person's interest as a stockholder. In every
instance where an attorney or other agent is the person who seeks the right to
inspection, the demand under oath shall be accompanied by a power of attorney or
such other writing that authorizes the attorney or other agent to so act on
behalf of the stockholder. The demand under oath shall be directed to the
corporation at its registered office in Delaware or at its principal place of
business.

7.2     INSPECTION BY DIRECTORS

        Any director shall have the right to examine the corporation's stock
ledger, a list of its stockholders, and its other books and records for a
purpose reasonably related to his position as a director. The Court of Chancery
is hereby vested with the exclusive jurisdiction to determine whether a director
is entitled to the inspection sought. The Court may summarily order the
corporation to permit the director to inspect any and all books and records, the
stock ledger, and the stock list and to make copies or extracts therefrom. The
Court may, in its discretion, prescribe any limitations or conditions with
reference to the inspection, or award such other and further relief as the Court
may deem just and proper.

7.3     REPRESENTATION OF SHARES OF OTHER CORPORATIONS

        The Chairman of the Board, the President, any Vice President, the Chief
Financial Officer, the Secretary, or any other person authorized by the Board of
Directors or the President or a Vice President, is authorized to vote,
represent, and exercise on behalf of this corporation all rights incident to any
and all shares of any other corporation or corporations standing in the name of
this corporation. The authority granted herein may be exercised either by such
person directly or by any other person authorized to do so by proxy or power of
attorney duly executed by such person having the authority.


                                      -18-
<PAGE>   21

7.4     SUBSIDIARY CORPORATIONS

        Shares of this corporation owned by a subsidiary shall not be entitled
to vote on any matter. A subsidiary for these purposes is defined as a
corporation, the shares of which possessing more than 25% of the total combined
voting power of all classes of shares entitled to vote, are owned directly or
indirectly through one or more subsidiaries.


                                  ARTICLE VIII

                                 GENERAL MATTERS

8.1     STOCK CERTIFICATES; PARTLY PAID SHARES

        The shares of a corporation shall be represented by certificates,
provided that the Board of Directors of the corporation may provide by
resolution or resolutions that some or all of any or all classes or series of
its stock shall be uncertificated shares. Any such resolution shall not apply to
shares represented by a certificate until such certificate is surrendered to the
corporation. Notwithstanding the adoption of such a resolution by the Board of
Directors, every holder of stock represented by certificates and, upon request,
every holder of uncertificated shares, shall be entitled to have a certificate
signed by, or in the name of the corporation by the Chairman of the Board of
Directors, or the President or Vice President, and by the Chief Financial
Officer or the secretary of such corporation representing the number of shares
registered in certificate form. Any or all of the signatures on the certificate
may be a facsimile. In case any officer, transfer agent or registrar who has
signed or whose facsimile signature has been placed upon a certificate has
ceased to be such officer, transfer agent or registrar before such certificate
is issued, it may be issued by the corporation with the same effect as if he
were such officer, transfer agent or registrar at the date of issue.

        The corporation may issue the whole or any part of its shares as partly
paid and subject to call for the remainder of the consideration to be paid
therefor. Upon the face or back of each stock certificate issued to represent
any such partly paid shares, or upon the books and records of the corporation in
the case of uncertificated partly paid shares, the total amount of the
consideration to be paid therefor and the amount paid thereon shall be stated.
Upon the declaration of any dividend on fully paid shares, the corporation shall
declare a dividend upon partly paid shares of the same class, but only upon the
basis of the percentage of the consideration actually paid thereon.

8.2     LOST CERTIFICATES

        Except as provided in this Section 8.2, no new certificates for shares
shall be issued to replace a previously issued certificate unless the latter is
surrendered to the corporation and canceled at the same time. The corporation
may issue a new certificate of stock or uncertificated shares in the place of
any certificate theretofore issued by it, alleged to have been lost, stolen or
destroyed, and the corporation may require the owner of the lost, stolen or
destroyed certificate, or his legal representative, to give the corporation a
bond sufficient to indemnity it against any claim that may be


                                      -19-
<PAGE>   22

made against it on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate or uncertificated shares.

8.3     CONSTRUCTION; DEFINITIONS

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

8.4     DIVIDENDS

        The directors of the corporation, subject to any restrictions contained
in the certificate of incorporation, may declare and pay dividends upon the
shares of its capital stock pursuant to the General Corporation Law of Delaware.
Dividends may be paid in cash, in property, or in shares of the corporation's
capital stock.

        The directors of the corporation may set apart out of any of the funds
of the corporation available for dividends a reserve or reserves for any proper
purpose and may abolish any such reserve.

8.5     FISCAL YEAR

        The fiscal year of the corporation shall be fixed by resolution of the
Board of Directors and may be changed by the Board of Directors.

8.6     SEAL

        The corporation may adopt a corporate seal, which may be altered at
pleasure, and may use the same by causing it or a facsimile thereof to be
impressed or affixed or in any other manner reproduced.

8.7     TRANSFER OF STOCK

        Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignation or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate, and record the transaction in its books.

8.8     STOCK TRANSFER AGREEMENTS

        The corporation shall have power to enter into and perform any agreement
with any number of stockholders of any one or more classes of stock of the
corporation to restrict the transfer of shares of stock of the corporation of
any one or more classes owned by such stockholders in any manner not prohibited
by the General Corporation Law of Delaware.


                                      -20-
<PAGE>   23

8.9     REGISTERED STOCKHOLDERS

        The corporation shall be entitled to recognize the exclusive right of a
person registered on its books as the owner of shares to receive dividends and
to vote as such owner, shall be entitled to hold liable for calls and
assessments the person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of another person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.

8.10    EXECUTION OF CONTRACTS

        The Board of Directors, except as in the Bylaws otherwise provided, may
authorize any officer or officers, agent or agents, to enter into any contract
or execute and instrument in the name of and on behalf of the corporation. Such
authority may be general or confined to specific instances. Unless so authorized
by the Board of Directors, no officer, agent or employee shall have any power or
authority to bind the corporation by any contract or agreement, or to pledge its
credit, or to render it liable for any purpose or to any amount, except as
provided in Sec. 142 of Delaware General Corporation Law.


                                   ARTICLE IX

                                   AMENDMENTS

         The original or other bylaws of the corporation may be adopted, amended
or repealed by a majority of the stockholders entitled to vote; provided,
however, that the corporation may, in its certificate of incorporation, confer
the power to adopt, amend or repeal bylaws upon the directors. The fact that
such power has been so conferred upon the directors shall not divest the
stockholders of the power, nor limit their power to adopt, amend or repeal
bylaws.

         Whenever an amendment or new bylaw is adopted, it shall be copied in
the book of bylaws with the original bylaws, in the appropriate place. If any
bylaw is repealed, the fact of repeal with the date of the meeting at which the
repeal was enacted or written assent was filed shall be stated in said book.

                                    ARTICLE X

                                   DISSOLUTION

         If it should be deemed advisable in the judgment of the Board of
Directors of the corporation that the corporation should be dissolved, the
Board, after the adoption of a resolution to that effect by a majority of the
whole Board at any meeting called for that purpose, shall cause notice to be
mailed to each stockholder entitled to vote thereon of the adoption of the
resolution and of a meeting of stockholders to take action upon the resolution.


                                      -21-
<PAGE>   24

         At the meeting a vote shall be taken for and against the proposed
dissolution. If a majority of the outstanding stock of the corporation entitled
to vote thereon votes for the proposed dissolution, then a certificate stating
that the dissolution has been authorized in accordance with the provisions of
Section 275 of the General Corporation Law of Delaware and setting forth the
names and residences of the directors and officers shall be executed,
acknowledged, and filed and shall become effective in accordance with Section
103 of the General Corporation Law of Delaware. Upon such certificate's becoming
effective in accordance with Section 103 of the General Corporation Law of
Delaware, the corporation shall be dissolved.


                                   ARTICLE XI

                                    CUSTODIAN

11.1     APPOINTMENT OF A CUSTODIAN IN CERTAIN CASES

         The Court of Chancery, upon application of any stockholder, may appoint
one or more persons to be custodians and, if the corporation is insolvent, to be
receivers, of and for the corporation when:

                 (i) at any meeting held for the election of directors the
         stockholders are so divided that they have failed to elect successors
         to directors whose terms have expired or would have expired upon
         qualification of their successors; or

                 (ii) the business of the corporation is suffering or is
         threatened with irreparable injury because the directors are so divided
         respecting the management of the affairs of the corporation that the
         required vote for action by the Board of Directors cannot be obtained
         and the stockholders are unable to terminate this division; or

                 (iii) the corporation has abandoned its business and has failed
         within a reasonable time to take steps to dissolve, liquidate or
         distribute its assets.

11.2     DUTIES OF CUSTODIAN

         The custodian shall have all the powers and title of a receiver
appointed under Section 291 of the General Corporation Law of Delaware, but the
authority of the custodian shall be to continue the business of the corporation
and not to liquidate its affairs and distribute its assets, except when the
Court of Chancery otherwise orders and except in cases arising under Sections
226(a)(3) or 352(a)(2) of the General Corporation Law of Delaware.


                                      -22-
<PAGE>   25
                                        
                            CERTIFICATE OF ADOPTION
                                        
                                       OF
                                        
                        AMENDED AND RESTATED BY LAWS OF
                             SOLECTRON CORPORATION
                                        



              Certificate by Secretary of Adoption by Incorporator

         The undersigned hereby certifies that she is the duly elected,
qualified, and acting Secretary of Solectron Corporation and that the foregoing
Amended and Restated Bylaws, comprising twenty-two (22) pages, were adopted as
the Bylaws of the corporation on January 14, 1998, by the Board of Directors.

         IN WITNESS WHEREOF, the undersigned has hereunto set her hand and
affixed the corporate seal this 14th day of January 1998.



                                            /s/ SUSAN WANG
                                            ------------------------------------
                                            Susan Wang, Secretary

<PAGE>   26

                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                              SOLECTRON CORPORATION


                        Effective as of January 14, 1998

<PAGE>   27

<TABLE>
<CAPTION>
                                           TABLE OF CONTENTS
                                                                                              PAGE
                                                                                              ----
<S>            <C>                                                                            <C>
ARTICLE I      CORPORATE OFFICES ............................................................    1

        1.1    REGISTERED OFFICE ............................................................    1
        1.2    OTHER OFFICES ................................................................    1

ARTICLE II     MEETINGS OF STOCKHOLDERS .....................................................    1

        2.1    PLACE OF MEETINGS ............................................................    1
        2.2    ANNUAL MEETING ...............................................................    1
        2.3    SPECIAL MEETINGS .............................................................    2
        2.4    NOTICE OF STOCKHOLDERS' MEETINGS .............................................    2
        2.5    ADVANCE NOTICE OF STOCKHOLDER NOMINEES AND STOCKHOLDER BUSINESS ..............    3
        2.6    MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE .................................    4
        2.7    QUORUM .......................................................................    4
        2.8    ADJOURNED MEETING; NOTICE ....................................................    4
        2.9    VOTING .......................................................................    5
        2.10   WAIVER OF NOTICE .............................................................    5
        2.11   STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING ......................    5
        2.12   RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS ..................    6
        2.13   PROXIES ......................................................................    6
        2.14   LIST OF STOCKHOLDERS ENTITLED TO VOTE ........................................    7
        2.15   CONDUCT OF BUSINESS ..........................................................    7

ARTICLE III    DIRECTORS ....................................................................    7

        3.1    POWERS .......................................................................    7
        3.2    NUMBER OF DIRECTORS ..........................................................    8
        3.3    ELECTION QUALIFICATION AND TERM OF OFFICE OF DIRECTORS .......................    8
        3.4    RESIGNATION AND VACANCIES ....................................................    9
        3.5    PLACE OF MEETINGS; MEETINGS BY TELEPHONE .....................................    9
        3.6    FIRST MEETINGS ...............................................................    9
        3.7    REGULAR MEETINGS .............................................................    9
        3.8    SPECIAL MEETINGS; NOTICE .....................................................    9
        3.9    QUORUM .......................................................................   10
        3.10   WAIVER OF NOTICE .............................................................   10
        3.11   ADJOURNED MEETING; NOTICE ....................................................   11
        3.12   CONDUCT OF BUSINESS ..........................................................   11
        3.13   BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING ............................   11
        3.14   FEES AND COMPENSATION OF DIRECTORS ...........................................   11
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<S>            <C>                                                                            <C>
        3.15   APPROVAL OF LOANS TO OFFICERS ................................................   11
        3.16   REMOVAL OF DIRECTORS .........................................................   12
        3.17   ADVISORY DIRECTORS ...........................................................   12

ARTICLE IV     COMMITTEES ...................................................................   12

        4.1    COMMITTEES OF DIRECTORS ......................................................   12
        4.2    COMMITTEE MINUTES ............................................................   13
        4.3    MEETINGS AND ACTION OF COMMITTEES ............................................   13

ARTICLE V      OFFICERS .....................................................................   13

        5.1    OFFICERS .....................................................................   13
        5.2    ELECTION OF OFFICERS .........................................................   14
        5.3    REMOVAL AND RESIGNATION OF OFFICERS ..........................................   14
        5.4    CHAIRMAN OF THE BOARD ........................................................   14
        5.5    PRESIDENT ....................................................................   14
        5.6    VICE PRESIDENTS ..............................................................   15
        5.7    SECRETARY ....................................................................   15
        5.8    CHIEF FINANCIAL OFFICER ......................................................   15

ARTICLE VI     INDEMNITY ....................................................................   16

        6.1    INDEMNIFICATION OF DIRECTORS AND OFFICERS ....................................   16
        6.2    INDEMNIFICATION OF OTHERS ....................................................   16
        6.3    INSURANCE ....................................................................   17
        6.4    PAYMENT OF EXPENSES IN ADVANCE ...............................................   17
        6.5    INDEMNITY NOT EXCLUSIVE ......................................................   17
        6.6    CONFLICTS ....................................................................   17

ARTICLE VII    RECORDS AND REPORTS ..........................................................   18

        7.1    MAINTENANCE AND INSPECTION OF RECORDS ........................................   18
        7.2    INSPECTION BY DIRECTORS ......................................................   18
        7.3    REPRESENTATION OF SHARES OF OTHER CORPORATIONS ...............................   18
        7.4    SUBSIDIARY CORPORATIONS ......................................................   19
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<S>            <C>                                                                            <C>
ARTICLE VIII  GENERAL MATTERS ...............................................................   19

        8.1    STOCK CERTIFICATES; PARTLY PAID SHARES .......................................   19
        8.2    LOST CERTIFICATES ............................................................   19
        8.3    CONSTRUCTION; DEFINITIONS ....................................................   20
        8.4    DI6DENDS .....................................................................   20
        8.5    FISCAL YEAR ..................................................................   20
        8.6    SEAL .........................................................................   20
        8.7    TRANSFER OF STOCK ............................................................   20
        8.8    STOCK TRANSFER AGREEMENTS ....................................................   20
        8.9    REGISTERED ...................................................................   21
        8.10   EXECUTION OF CONTRACTS .......................................................   21

ARTICLE IX     AMENDMENTS ...................................................................   21

ARTICLE X      DISSOLUTION ..................................................................   21

ARTICLE XI     CUSTODIAN ....................................................................   22

        11.1   APPOINTMENT OF A CUSTODIAN IN CERTAIN CASES ..................................   22
        11.2   DUTIES OF CUSTODIAN ..........................................................   22
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