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                                                                    EXHIBIT 3.34








                                     BY-LAWS
                                       OF
                              WOOD TELEVISION, INC.














Originally adopted on January 28, 1998
Amendments are listed on p. i
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                             WOOD TELEVISION, INC.

                                   AMENDMENTS

                                                                DATE OF
SECTION                       EFFECT OF AMENDMENT              AMENDMENT
-------                       -------------------              ---------  






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                                    CONTENTS
<TABLE>

<S>     <C>                                                                                          <C>
SECTION 1. OFFICES ...................................................................................1

SECTION 2. STOCKHOLDERS ..............................................................................1 

 2.1    Annual Meeting ...............................................................................1
 2.2    Special Meetings .............................................................................1
 2.3    Place of Meeting .............................................................................2
 2.4    Notice of Meeting ............................................................................2
 2.5    Waiver of Notice .............................................................................2
   2.5.1    Waiver in Writing ........................................................................2
   2.5.2    Waiver by Attendance .....................................................................3
 2.6    Fixing of Record Date for Determining Stockholders ...........................................3
   2.6.1    Meetings .................................................................................3
   2.6.2    Consent to Corporate Action Without a Meeting ............................................3
   2.6.3    Dividends, Distributions and Other Rights ................................................4
 2.7 Voting List .....................................................................................4
 2.8 Quorum ..........................................................................................5
 2.9 Manner of Acting ................................................................................5
 2.10 Proxies ........................................................................................6
   2.10.1 Appointment ................................................................................6
   2.10.2 Delivery to Corporation; Duration ..........................................................6
 2.11 Voting of Shares ...............................................................................7
 2.12 Voting for Directors ...........................................................................7
 2.13 Action by Stockholders Without a Meeting .......................................................7

SECTION 3. BOARD OF DIRECTORS ........................................................................8
 3.1 General Powers ..................................................................................8
 3.2 Number and Tenure ...............................................................................8
 3.3 Annual and Regular Meetings .....................................................................8
 3.4 Special Meetings ................................................................................8
 3.5 Meetings by Telephone ...........................................................................9
 3.6 Notice of Special Meetings ......................................................................9
   3.6.1 Personal Delivery ...........................................................................9
   3.6.2 Delivery by Mail  ...........................................................................9
   3.6.3 Delivery by Private Carrier .................................................................9
   3.6.4 Facsimile Notice ............................................................................9
   3.6.5 Delivery by Telegraph ......................................................................10
</TABLE>


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<TABLE>


<S>                                                                                <C>
   3.6.6     Oral Notice ...........................................................10
 3.7   Waiver of Notice ............................................................10
   3.7.1     In Writing ............................................................10
   3.7.2     By Attendance .........................................................10
 3.8   Quorum ......................................................................11
 3.9   Manner of Acting ............................................................11
 3.10  Presumption of Assent .......................................................11
 3.11  Action by Board or Committees Without a Meeting .............................11
 3.12  Resignation .................................................................12
 3.13  Removal .....................................................................12
 3.14  Vacancies ...................................................................12
 3.15  Committees ..................................................................12
   3.15.1    Creation and Authority of Committees ..................................12
   3.15.2    Minutes of Meetings  ..................................................13
   3.15.3    Quorum and Manner of Acting ...........................................13
   3.15.4    Resignation ...........................................................13
   3.15.5    Removal ...............................................................14
 3.16  Compensation  ...............................................................14

SECTION 4. OFFICERS  ...............................................................14
 4.1   Number  .....................................................................14
 4.2   Election and Term of Office .................................................15
 4.3   Resignation  ................................................................15
 4.4   Removal .....................................................................15
 4.5   Vacancies ...................................................................15
 4.6   Chairman of the Board .......................................................15
 4.7   President  ..................................................................16
 4.8   Vice President ..............................................................16
 4.9   Secretary  ..................................................................16
 4.10  Treasurer  ..................................................................17
 4.11  Salaries   ..................................................................17

SECTION 5. CONTRACTS, LOANS, CHECKS AND DEPOSITS ...................................17
 5.1   Contracts ...................................................................17
 5.2   Loans to the Corporation ....................................................17
 5.3   Check, Drafts, Etc ..........................................................18
 5.4   Deposits  ...................................................................18
</TABLE>

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<TABLE>

<S>                                                                                   <C>                                 
SECTION 6. CERTIFICATES FOR SHARES AND THEIR
TRANSFER .............................................................................18
 6.1   Issuance of Shares.............................................................18
 6.2   Certificates for Shares .......................................................18
 6.3   Stock Records................................................................. 19
 6.4   Restriction on Transfer .......................................................19
 6.5   Transfer of Shares  ...........................................................20
 6.6   Lost or Destroyed Certificates  ...............................................20

SECTION 7. BOOKS AND RECORDS .........................................................20

SECTION 8. ACCOUNTING YEAR   .........................................................20

SECTION 9. SEAL ......................................................................20

SECTION 10. INDEMNIFICATION  .........................................................21
 10.1   Right to Indemnification .....................................................21
 10.2   Right of Indemnitee to Bring Suit ............................................22
 10.3   Nonexclusivity of Rights  ....................................................22
 10.4   Insurance, Contracts and Funding .............................................23
 10.5   Indemnification of Employees and Agents of the Corporation  ..................23
 10.6   Persons Serving other Entities  ..............................................23

SECTION 11. AMENDMENTS OR REPEAL  ....................................................24

SECTION 12. OWNERSHIP OR VOTING BY ALIENS ............................................24
</TABLE>


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<PAGE>   6


                                    BY-LAWS

                                       OF

                             WOOD TELEVISION, INC.

SECTION 1. OFFICES

     The principal office of the corporation shall be located at its principal
place of business or such other place as the Board of Directors (the "Board")
may designate. The corporation may have such other offices, either within or
without the State of Delaware, as the Board may designate or as the business of
the corporation may require from time to time.

SECTION 2. STOCKHOLDERS

     2.1 ANNUAL MEETING

     The annual meeting of the stockholders shall be held the first Tuesday in
March in each year at the principal office of the corporation or such other
place designated by the Board for the purpose of electing Directors and
transacting such other business as may properly come before the meeting. If the
day fixed for the annual meeting is a legal holiday at the place of the meeting,
the meeting shall be held on the next succeeding business day. If the annual
meeting is not held on the date designated therefor, the Board shall cause the
meeting to be held as soon thereafter as may be convenient.

     2.2 SPECIAL MEETINGS

     The Chairman of the Board, the President, the Board or the holders of not
less than one-tenth of all the outstanding shares of the corporation entitled to
vote at the meeting may call special meetings of the stockholders for any
purpose.


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     2.3 PLACE OF MEETING

     All meetings shall be held at the principal office of the corporation or at
such other place within or without the State of Delaware designated by the
Board, by any persons entitled to call a meeting hereunder or in a waiver of
notice signed by all of the stockholders entitled to notice of the meeting.

     2.4 NOTICE OF MEETING

     The Chairman of the Board, the President, the Secretary, the Board, or
stockholders calling an annual or special meeting of stockholders as provided
for herein, shall cause to be delivered to each stockholder entitled to notice
of or to vote at the meeting, either personally or by mail, not less than ten
nor more than sixty days before the meeting, written notice 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. At any time, upon written request
of the holders of not less than the number of outstanding shares of the
corporation specified in subsection 2.2 hereof and entitled to vote at the
meeting, it shall be the duty of the Secretary to give notice of a special
meeting of stockholders to be held on such date and at such place and hour as
the Secretary may fix, not less than ten nor more than sixty days after receipt
of said request, and if the Secretary shall neglect or refuse to issue such
notice, the person making the request may do so and may fix the date for such
meeting. If such notice is mailed, it shall be deemed delivered when deposited
in the official government mail properly addressed to the stockholder at such
stockholder's address as it appears on the stock transfer books of the
corporation with postage prepaid. If the notice is telegraphed, it shall be
deemed delivered when the content of the telegram is delivered to the telegraph
company. Notice given in any other manner shall be deemed delivered when
dispatched to the stockholder's address, telephone number or other number
appearing on the stock transfer records of the corporation.

     2.5 WAIVER OF NOTICE

         2.5.1 WAIVER IN WRITING

     Whenever any notice is required to be given to any stockholder under the
provisions of the By-laws, the Certificate of Incorporation or the General


                                       2

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Corporation Law of the State of Delaware, as now or hereafter amended (the
"DGCL"), a waiver thereof in writing, signed by the person or person entitled
to such notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.

         2.5.2 WAIVER BY ATTENDANCE

     The attendance of a stockholder at a meeting shall constitute a waiver of
notice of such meeting, except when a stockholder 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.

     2.6 FIXING OF RECORD DATE FOR DETERMINING STOCKHOLDERS

         2.6.1 MEETINGS

     For the purpose of determining stockholders entitled to notice of and to
vote at any meeting of stockholders or any adjournment thereof, the Board may
fix a record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board, and which record date
shall not be more than sixty (or the maximum number permitted by applicable law)
nor less than ten days before the date of such meeting. If no record date is
fixed by the Board, the record date for determining stockholders entitled to
notice of and to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given, or, if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held. A determination of stockholders of record entitled to
notice of and to vote at the meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board may fix a new
record date for the adjourned meeting.

         2.6.2 CONSENT TO CORPORATE ACTION WITHOUT A MEETING

     For the purpose of determining stockholders entitled to consent to
corporate action in writing without a meeting, the Board may fix a record date,
which record date shall not precede the date upon which the resolution fixing
the record date is adopted by the Board, and which date shall not be


                                        3


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more than ten (or the maximum number permitted by applicable law) days after the
date upon which the resolution fixing the record date is adopted by the Board.
If no record date has been fixed by the Board, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting, when no prior action by the Board is required by Chapter 1 of the DGCL,
shall be the first date on which a signed written consent setting forth the
action taken or proposed to be taken is delivered to the corporation by delivery
to its registered office in the State of Delaware, its principal place of
business, or an officer or agent of the corporation having custody of the book
in which proceedings of meetings of stockholders are recorded. Delivery made to
a corporation's registered office shall be by hand or by certified or registered
mail, return receipt requested. If no record date has been fixed by the Board
and prior action by the Board is required by Chapter 1 of the DGCL, the record
date for determining stockholders entitled to consent to corporate action is
writing without a meeting shall be at the close of business on the day on which
the Board adopts the resolution taking such prior action.

         2.6.3 DIVIDENDS, DISTRIBUTIONS AND OTHER RIGHTS

     For the purpose of determining stockholders entitled to receive payment of
any dividend or other distribution or allotment of any rights or the
stockholders 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 may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted, and which record
date shall be not more than sixty (or the maximum number permitted by applicable
law) days prior to such action. If no record date is fixed, the record date for
determining stockholders for any such purpose shall be at the close of business
on the day on which the Board adopts the resolution relating thereto.

     2.7 VOTING LIST

     At least ten days before each meeting of stockholders, a complete list of
the stockholders entitled to vote at such meeting, or any adjournment thereof,
shall be made, arranged in alphabetical order, with the address of and number of
shares held by each stockholder. This list shall be open to examination by any
stockholder, for any purpose germane to the meeting,

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during ordinary business hours, for a period of ten 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. This list shall also be produced and kept
at such meeting for inspection by any stockholder who is present.

     2.8 QUORUM

     A majority of the outstanding shares of the corporation entitled to vote,
present in person or represented by proxy at the meeting, shall constitute a
quorum at a meeting of the stockholders; provided, that where a separate vote by
a class or classes is required, a majority of the outstanding shares of such
class or classes, present in person or represented by proxy at the meeting,
shall constitute a quorum entitled to take action with respect to that vote on
that matter. If less than a majority of the outstanding shares entitled to vote
are represented at a meeting, a majority of the shares so represented may
adjourn the meeting from time to time without further notice. If a quorum is
present or represented at a reconvened meeting following such an adjournment,
any business may be transacted that might have been transacted at the meeting as
originally called. The stockholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough stockholders to leave less than a quorum.

     2.9 MANNER OF ACTING

     In all matters other than the election of Directors, if a quorum is
present, the affirmative vote of the majority of the outstanding shares present
in person or represented by proxy at the meeting and entitled to vote on the
subject matter shall be the act of the stockholders, unless the vote of a
greater number is required by these By-laws, the Certificate of Incorporation or
the DGCL. Where a separate vote by a class or classes is required, if a quorum
of such class or classes is present, the affirmative vote of the majority of
outstanding shares of such class or classes present in person or represented by
proxy at the meeting shall be the act of such class or classes. Directors shall
be elected by a plurality of the votes of the shares present in person or
represented by proxy at the meeting and entitled to vote on the election of
Directors.

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     2.10 PROXIES

         2.10.1 APPOINTMENT

     Each stockholder entitled to vote at a meeting of stockholders or to
express consent or dissent to corporate action in writing without a meeting may
authorize another person or persons to act for such stockholder by proxy. Such
authorization may be accomplished by (a) the stockholder or such stockholder's
authorized officer, director, employee or agent executing a writing or causing
his or her signature to be affixed to such writing by any reasonable means,
including facsimile signature or (b) by transmitting or authorizing the
transmission to the intended holder of the proxy or to a proxy solicitation
firm, proxy support service or similar agent duly authorized by the intended
proxy holder to receive such transmission; provided, that any such telegram,
cablegram or other electronic transmission must either set forth or be
accompanied by information from which it can be determined that the telegram,
cablegram or other electronic transmission was authorized by the stockholder.
Any copy, facsimile telecommunication or other reliable reproduction of the
writing or transmission by which a stockholder has authorized another person to
act as proxy for such stockholder may be substituted or used in lieu of the
original writing or transmission for any and all purposes for which the original
writing or transmission could be used, provided that such copy, facsimile
telecommunication or other reproduction shall be a complete reproduction of the
entire original writing or transmission.

         2.10.2 DELIVERY TO CORPORATION; DURATION

     A proxy shall be filed with the Secretary before or at the time of the
meeting or the delivery to the corporation of the consent to corporate action in
writing. A proxy shall become invalid three years after the date of its
execution unless otherwise provided in the proxy. A proxy with respect to a
specified meeting shall entitle the holder thereof to vote at any reconvened
meeting following adjournment of such meeting but shall not be valid after the
final adjournment thereof.



                                       6
<PAGE>   12


     2.11 VOTING OF SHARES

     Each outstanding share entitled to vote with respect to the subject matter
of an issue submitted to a meeting of stockholders shall be entitled to one vote
upon each issue.

     2.12 VOTING FOR DIRECTORS

     Each stockholder entitled to vote at an election of Directors may vote, in
person or by proxy, the number of shares owned by such stockholder for as many
persons as there are Directors to be elected and for whose election such
stockholder has a right to vote.

     2.13 ACTION BY STOCKHOLDERS WITHOUT A MEETING

     Any action which could be taken at any annual or special meeting of
stockholders may be taken without a meeting, without prior notice and without a
vote, if a consent or consents in writing, setting forth the action so taken,
shall (a) be signed by all stockholders entitled to vote with respect to the
subject matter thereof (as determined in accordance with subsection 2.6.2
hereof) and (b) be delivered to the corporation by delivery to its registered
office in the State of Delaware,its principal place of business, or an officer
or agent of the corporation having custody of the records of proceeding of
meetings of stockholders. Delivery made to the corporation's registered office
shall be by hand or by certified mail or registered mail, return receipt
requested. Every written consent shall bear the date of signature of each
stockholder who signs the consent and no written consent shall be effective to
take the corporate action referred to therein unless written consents signed by
all stockholders entitled to vote with respect to the subject matter thereof are
delivered to the corporation, in the manner required by this Section, within
sixty (or the maximum number permitted by applicable law) days of the earliest
dated consent delivered to the corporation in the manner required by this
Section. The validity of any consent executed by a proxy for a stockholder
pursuant to a telegram, cablegram or other means of electronic transmission
transmitted to such proxy holder by or upon the authorization of the stockholder
shall be determined by or at the direction of the Secretary. A written record of
the information upon which the person making such determination relied shall be
made and kept in the records of the proceedings


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<PAGE>   13


of the stockholders. Any such consent shall be inserted in the minute book as if
it were the minutes of the stockholders.

SECTION 3. BOARD OF DIRECTORS

     3.1 GENERAL POWERS

     The business and affairs of the corporation shall be managed by the Board.

     3.2 NUMBER AND TENURE

     The Board shall be composed of not less than two nor more than five
Directors, the specific number to be set by resolution of the Board. The number
of Directors may be changed from time to time by amendment to these By-laws, but
no decrease in the number of Directors shall have the effect of shortening the
term of any incumbent Director. Unless a Director dies, resigns, or is removed,
he or she shall hold office until the next annual meeting of stockholders or
until his or her successor is elected, whichever is later. Directors need not be
stockholders of the corporation or residents of the State of Delaware.

     3.3 ANNUAL AND REGULAR MEETINGS

     An annual Board meeting shall be held without notice immediately after and
at the same place as the annual meeting of stockholders. By resolution, the
Board or any committee designated by the Board may specify the time and place
either within or without the State of Delaware for holding regular meetings
thereof without other notice than such resolution.

     3.4 SPECIAL MEETINGS

     Special meetings of the Board or any committee appointed by the Board may
be called by or at the request of the Chairman of the Board, the President, the
Secretary or, in the case of special Board meetings, any Director and, in the
case of any special meeting of any committee appointed by the Board, by the
Chairman thereof. The person or persons authorized to call special meetings may
fix any place either within or without the State of Delaware as the place for
holding any special meeting called by them.


                                       8


<PAGE>   14


     3.5 MEETINGS BY TELEPHONE

     Members of the Board or any committee designated by the Board may
participate in a meeting of such Board or committee by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other. Participation by such means
shall constitute presence in person at a meeting.

     3.6 NOTICE OF SPECIAL MEETINGS

     Notice of a special Board or committee meeting stating the place, day and
hour of the meeting shall be given to a Director in writing or orally by
telephone or in person. Neither the business to be transacted at, nor the
purpose of, any special meeting need be specified in the notice of such meeting.

         3.6.1 PERSONAL DELIVERY

     If notice is given by personal delivery, the notice shall be effective if
delivered to a Director at least two days before the meeting.

         3.6.2 DELIVERY BY MAIL

     If notice is delivered by mail, the notice shall be deemed effective if
deposited in the official government mail properly address to a Director at his
or her address shown on the records of the corporation with postage prepaid at
least five days before the meeting.

         3.6.3 DELIVERY BY PRIVATE CARRIER

     If notice is given by private carrier, the notice shall be deemed effective
when dispatched to a Director at his or her address shown on the records of the
corporation at least three days before the meeting.

         3.6.4 FACSIMILE NOTICE

     If notice is delivered by wire or wireless equipment which transmits a
facsimile of the notice, the notice shall be deemed effective when dispatched


                                       9
<PAGE>   15


at least two days before the meeting to a Director at his or her telephone
number or other number appearing on the records of the corporation.

         3.6.5 DELIVERY BY TELEGRAPH

     If notice is delivered by telegraph, the notice shall be deemed effective
if the content thereof is delivered to the telegraph company at least two days
before the meeting for delivery to a Director at his or her address shown on the
records of the cooperation.

         3.6.6 ORAL NOTICE

     If notice is delivered orally, by telephone or in person, the notice shall
be deemed effective if personally given to the Director at least two days before
the meeting.

     3.7 WAIVER OF NOTICE

         3.7.1 IN WRITING

     Whenever any notice is required to be given to any Director under the
provision of these By-laws, the Certificate of Incorporation or the DGCL, a
waiver thereof in writing, signed by the person or persons entitled to such
notice,, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice. Neither the business to be transacted
at, nor the purpose of, any regular or special meeting of the Board or any
committee appointed by the Board need be specified in the waiver of notice of
such meeting.

         3.7.2 BY ATTENDANCE

     The attendance of a Director at a Board or committee meeting shall
constitute a waiver of notice of such meeting, except when a Director 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.

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<PAGE>   16


     3.8 QUORUM

     A majority of the total number of Directors fixed by or in the manner
provided in these By-laws or, if vacancies exist on the Board, a majority of the
total number of Directors then serving on the Board, provided, however, that
such number may not be less than one-third of the total number of Directors
fixed by or in the manner provided in these By-laws, shall constitute a quorum
for the transaction of business at any Board meeting. If less than a majority
are present at a meeting, a majority of the Directors present may adjourn the
meeting from time to time without further notice.

     3.9 MANNER OF ACTING

     The act of the majority of the Directors present at a Board or committee
meeting at which there is a quorum shall be the act of the or committee, unless
the vote of a greater number is required by these By-laws, the Certificate of
Incorporation or the DGCL.

     3.10 PRESUMPTION OF ASSENT

     A Director of the corporation present at a Board or committee meeting at
which action on any corporate matter is taken shall be presumed to have assented
to the action taken unless his or her dissent is entered in the minutes of the
meeting, or unless such Director files a written dissent to such action with the
person acting as the secretary of the meeting before the adjournment thereof, or
forward such dissent by registered mail to the Secretary of the corporation
immediately after the adjournment of the meeting. A Director who voted in favor
of such action may not dissent.

     3.11 ACTION BY BOARD OR COMMITTEES WITHOUT A MEETING

     Any action which could be taken at a meeting of the Board or of any
committee appointed by the Board may be taken without a meeting if a written
consent setting forth the action so taken is signed by each of the Directors or
by each committee member. Any such written consent shall be inserted in the
minute book as if it were the minutes of a Board or a committee meeting.


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<PAGE>   17


     3.12 RESIGNATION

     Any Director may resign at any time by delivering written notice to the
Chairman of the Board, the President, the Secretary or the Board, or to the
registered office of the corporation. Any such resignation shall take effect at
the time specified therein, or if the time is not specified, upon delivery
thereof and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

     3.13 REMOVAL

     At a meeting of stockholders called expressly for that purpose, one or more
members of the Board (including the entire Board) may be removed, with or
without cause, by a vote of the holders of a majority of the shares then
entitled to vote on the election of Directors.

     3.14 VACANCIES

     Any vacancy occurring on the Board may be filled by the affirmative vote of
a majority of the remaining Directors though less than a quorum of the Board. A
Director elected to fill a vacancy shall be elected for the unexpired term of
his or her predecessor in office. Any directorship to be filled by reason of an
increase in the number of Directors may be filled by the Board.

     3.15 COMMITTEES

         3.15.1 CREATION AND AUTHORITY OF COMMITTEES

     The Board may, by resolution passed by a majority of the number of
Directors fixed by or in the manner provided in these By-laws, appoint standing
or temporary committees, each committee to consist of one or more 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 such member or members constitute a
quorum, may unanimously appoint another member of the Board to act at the
meeting in the place of any such absent or disqualified member. Any such
committee, to the extent provided in the


                                       12


<PAGE>   18


resolution of the Board establishing such committee or as otherwise provided in
these By-laws, shall have and may exercise all the powers and authority of the
Board 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 which require
it; but no such committee shall have the power to authority in reference to (a)
amending 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 as provided in Section 151(a) of the DGCL,
fix the designations, preferences or rights of such shares to the extent
permitted under Section 141 of the DGCL), (b) adopting an agreement of merger
or consolidation under Sections 251 or 252 of the DGCL, (c) recommending to the
stockholders the sale, lease or exchange or other disposition of all or
substantially all of the property and assets of the corporation, (d)
recommending to the stockholders a dissolution of the corporation or a
revocation of a dissolution, or (e) amending these Bylaws; and, unless expressly
provided by resolution of the Board, 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 DGCL.

         3.15.2 MINUTES OF MEETINGS

     All committees so appointed shall keep regular minutes of their meetings
and shall cause them to be recorded in book kept for that purpose.

         3.15.3 QUORUM AND MANNER OF ACTING

     A majority of the number of Directors composing any committee of the Board,
as established and fixed by resolution of the Board, shall constitute a quorum
for the transaction of business at any meeting of such committee but, if less
than a majority are present at a meeting, a majority of such Directors present
may adjourn the meeting from time to time without further notice. The act of a
majority of the members of a committee present at a meeting at which a quorum is
present shall be the act of such committee.

         3.15.4 RESIGNATION

     Any member of any committee may resign at any time by delivering written
notice thereof to the Chairman of the Board, the President, the



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<PAGE>   19


Secretary, the Board or the Chairman of such committee. Any such resignation
shall take effect at the time specified therein, or if the time is not
specified, upon delivery thereof and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

         3.15.5 REMOVAL

     The Board may remove from office any member of any committee elected or
appointed by it, but only by the affirmative vote of not less than a majority of
the number of Directors fixed by or in the manner provided in these By-laws.

     3.16 COMPENSATION

     By Board resolution, Directors and committee members may be paid their
expenses, if any, of attendance at each Board or committee meeting, or a fixed
sum for attendance at each Board or committee meeting, or a stated salary as
Director or a committee member, or a combination of the foregoing. No such
payment shall preclude any Director or committee member from serving the
corporation in any other capacity and receiving compensation therefor.

SECTION 4. OFFICERS

     4.1 NUMBER

     The officers of the corporation shall be a President, a Secretary and a
Treasurer, each of whom shall be elected by the Board. One or more Vice
Presidents and such other officers and assistant officers, including a Chairman
of the Board, may be elected or appointed by the Board, such officers and
assistant officers to hold office for such period, have such authority and
perform such duties as are provided in these By-laws or as may be provided by
resolution of the Board. Any officer may be assigned by the Board any additional
title that the Board deems appropriate. The Board may delegate to any officer or
agent the power to appoint any such subordinate officers or agents and to
prescribe their respective terms of office, authority and duties. Any two or
more offices may be held by the same person.


                                       14


<PAGE>   20


     4.2 ELECTION AND TERM OF OFFICE

     The officers of the corporation shall be elected annually by the Board at
the Board meeting held after the annual meeting of the stockholders. If the
election of officers is not held at such meeting, such election shall be held as
soon thereafter as a Board meeting conveniently may be held. Unless an officer
dies, resigns or is removed from office, he or she shall hold office until the
next annual meeting of the Board or until his or her successor is elected.

     4.3 RESIGNATION

     Any officer may resign at any time by delivering written notice to the
Chairman of the Board, the President, a Vice President, the Secretary or the
Board. Any such resignation shall take effect at the time specified therein, or
if the time is not specified, upon delivery thereof and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.

     4.4 REMOVAL

     Any officer or agent elected or appointed by the Board may be removed by
the Board whenever in its judgment the best interests of the corporation would
be served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed.

     4.5 Vacancies

     A vacancy in any office because of death, resignation, removal,
disqualification, creation of a new office or any other cause may be filled by
the Board for the unexpired portion of the term, or for a new term established
by the Board.

     4.6 CHAIRMAN OF THE BOARD

     If elected, the Chairman of the Board shall perform such duties as shall be
assigned to him or her by the Board from time to time and shall preside over
meetings of the Board and stockholders unless another officer is appointed or
designated by the Board as Chairman of such meeting.


                                       15


<PAGE>   21


     4.7 PRESIDENT

     The President shall be the chief executive officer of the corporation
unless some other officer is so designated by the Board, shall preside over
meetings of the Board and stockholders in the absence of a Chairman of the Board
and, subject to the Board's control, shall supervise and control all of the
assets, business and affairs of the corporation. The President may sign
certificates for shares of the corporation, deeds, mortgages, bonds, contracts
or other instruments, except when the signing and execution thereof have been
expressly delegated by the Board or by these By-laws to some other officer or
agent of the corporation or are required by law to be otherwise signed or
executed by some other officer or in some other manner. In general, the
President shall perform all duties incident to the office of President and such
other duties as are prescribed by the Board from time to time.

     4.8 VICE PRESIDENT

     In the event of the death of the President or his or her inability to act,
the Vice President (or if there is more than one Vice President, the Vice
President who was designated by the Board as the successor to the President, or
if no Vice President is so designated, the Vice President first elected to such
office) shall perform the duties of the President, except as may sign with the
Secretary or any Assistant Secretary certificates for shares of the corporation.
Vice Presidents shall have, to the extent authorized by the President of the
Board, the same powers as the President to sign deeds, mortgages, bonds,
contracts or other instruments. Vice Presidents shall perform such other duties
as from time to time may be assigned to them by the President or by the Board.

     4.9 SECRETARY

     The Secretary shall be responsible for preparation of minutes of meetings
of the Board and stockholders, maintenance of the corporation's records and
stock registers, and authentication of the corporation's records and shall 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 or her by the president or by
the Board. In absence of the Secretary, an Assistant Secretary may perform the
duties of the Secretary.



                                       16


<PAGE>   22


     4.10 TREASURER

     If required by the Board, the Treasurer shall give a bond for the faithful
discharge of his or her duties in such amount and with such surety or sureties
as the Board shall determine. The Treasurer shall have charge and custody of and
be responsible for all funds and securities of the corporation; receive and give
receipts for moneys due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the corporation in banks,
trust companies or other depositories selected in accordance with the provision
of these By-laws; sign certificates for shares of the corporation; and in
general perform all of the duties incident to the office of Treasurer and such
other duties as from time to time may be assigned to him or her by the President
or by the Board. In the absence of the Treasurer, an Assistant Treasurer may
perform the duties of the Treasurer.

     4.11 SALARIES

     The salaries of the officers shall be fixed from time to time by the Board
or by any person or person to whom the Board has delegated such authority. No
officer shall be prevented from receiving such salary by reason of the fact that
he or she is also a Director of the corporation.

SECTION 5. CONTRACTS, LOANS, CHECKS AND DEPOSITS

     5.1 CONTRACTS

     The Board may authorize any officer or officers, or agent or agents, to
enter into any contract or execute and deliver any instrument in the name of and
on behalf of the corporation. Such authority may be general or confined to
specific instances.

     5.2 LOANS TO THE CORPORATION

     No loans shall be contracted on behalf of the corporation and no evidences
of indebtedness shall be issued in its name unless authorized by a resolution of
the Board. Such authority may be general or confined to specific instances.




                                       17


<PAGE>   23


     5.3 CHECK, DRAFTS, ETC.

     All checks, drafts or other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the corporation shall be signed
by such officer or officers, or agent or agents, of the corporation and in such
manner as is from time to time determined by resolution of the Board.

     5.4 DEPOSITS

     All funds of the corporation not otherwise employed shall be deposited from
time to time to the credit of the corporation in such banks, trust companies or
other depositories as the Board may select.

SECTION 6.  CERTIFICATES FOR SHARES AND THEIR TRANSFER

     6.1 ISSUANCE OF SHARES

     No shares of the corporation shall be issued unless authorized by the
Board, which authorization shall include the maximum number of shares to be
issued and the consideration to be received for each share.

     6.2 CERTIFICATES FOR SHARES

     Certificates representing shares of the corporation shall be signed by the
Chairman of the Board or a Vice Chairman of the Board, if any, or the President
or a Vice President and by the Treasurer or an Assistant Treasurer or the
Secretary or an Assistant Secretary, any of whose signatures may be a facsimile.
The Board may in its discretion appoint responsible banks or trust companies
from time to time to act as transfer agents and registrars of the stock of the
corporation; and, when such appointments shall have been made, no stock
certificate shall be valid until countersigned by one of such transfer agents
and registered by one of such registrars. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may be issued by the corporation with the
same effect as if such person was such officer, transfer agent or registrar at
the date of issue. All certificates shall include on their face written notice
of any restriction which may be imposed on the

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<PAGE>   24


transferability of such shares and shall be consecutively numbered or otherwise
identified.

     6.3 STOCK RECORDS

     The stock transfer books shall be kept at the registered office or
principal place of business of the corporation or at the office of the
corporation's transfer agent or registrar. The name and address of each person
to whom certificates for shares are issued, together with the class and number
of shares represented by each such certificate and the date of issue thereof,
shall be entered on the stock transfer books of the corporation. The person in
whose name shares stand on the books of the corporation shall be deemed by the
corporation to be the owner thereof for all purposes.

     6.4 RESTRICTION ON TRANSFER

     Except to the extent that the corporation has obtained an opinion of
counsel acceptable to the corporation that transfer restrictions are not
required under applicable securities laws, or has otherwise satisfied itself
that such transfer restriction are not required, all certificates representing
shares of the corporation shall bear a legend on the face of the certificate, or
on the reverse of the certificate if a reference to the legend is contained on
the face, which reads substantially as follows:

     "The securities evidenced by this certificate have not been
     registered under the Securities Act of 1933 or any applicable
     state law, and no interest therein may be sold, distributed,
     assigned, offered, pledged or otherwise transferred unless (a)
     there is an effective registration statement under such Act and
     applicable state securities laws covering any such transaction
     involving said securities or (b) this corporation receives an
     opinion of legal counsel for the holder of these securities
     (concurred in by legal counsel for this corporation) stating that
     such transaction is exempt from registration or (c) this
     corporation otherwise satisfies itself that such transaction is
     exempt from registration. Neither the offering of the securities
     nor any offering materials have been reviewed by any
     administrator under the Securities Act of 1933 or any applicable
     state law."

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<PAGE>   25


         6.5 TRANSFER OF SHARES

         The transfer of shares of the corporation shall be made only on the
stock transfer books of the corporation pursuant to authorization or document of
transfer made by the holder of record thereof or by his or her legal
representative, who shall furnish proper evidence of authority to transfer, or
by his or her attorney-in-fact authorized by power of attorney duly executed and
filed with the Secretary of the corporation. All certificates surrendered to the
corporation for transfer shall be canceled and no new certificate shall be
issued until the former certificates for a like number of shares shall have been
surrendered and canceled.

         6.6 LOST OR DESTROYED CERTIFICATES

         In the case of a lost, destroyed or mutilated certificate, a new
certificate may be issued therefor upon such terms and indemnity to the
corporation as the Board may prescribe.

SECTION 7. BOOKS AND RECORDS

         The corporation shall keep correct and complete books and records of
account, stock transfer books, minutes of the proceeding of its stockholders
and Board and such other records as may be necessary or advisable.

SECTION 8. ACCOUNTING YEAR

         The accounting year of the corporation shall be the calendar year,
provided that if a different accounting year is at any time selected for
purposes of federal income taxes, the accounting year shall be the year so
selected.

SECTION 9. SEAL

         The seal of the corporation, if any, shall consist of the name of the
corporation, the state of its incorporation and the year of its incorporation.


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<PAGE>   26


SECTION 10. INDEMNIFICATION

         10.1 RIGHT TO INDEMNIFICATION

         Each person who was or is made a party or is threatened to be made a
party to or is otherwise involved (including, without limitation, as a witness)
in any actual or threatened action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a "proceeding"), by reason of the
fact that he or she is or was a Director or officer of the corporation or that,
being or having been such a Director or officer or an employee of the
corporation, he or she is or was serving at the request of the corporation as a
Director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to an
employee benefit plan (hereinafter an "indemnitee"), whether the basis of such
proceeding is alleged action in an official capacity as such a Director,
officer, employee or agent, shall be indemnified and held harmless by the
corporation to the full extent permitted by the DGCL, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the corporation to provide broader indemnification
rights than permitted prior thereto), or by other applicable law as then in
effect, against all expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid in
settlement) actually and reasonably incurred or suffered by such indemnitee in
connection therewith and such indemnification shall continue as to an indemnitee
who has ceased to be a Director, officer, employee or agent and shall inure to
the benefit of the indemnitee's heirs, executors and administrators; provided,
however, that except as provided in subsection 10.2 hereof with respect to
proceedings seeking to enforce rights to indemnification, the corporation shall
indemnify any such indemnitee in connection with a proceeding (or part thereof)
was authorized or ratified by the Board. The right to indemnification conferred
in this subsection 10.1 shall be a contract right and shall include the right
to be paid by the corporation the expenses incurred in defending any such
proceeding in advance of its final disposition (hereinafter and "advancement of
expenses"); provided, however, that if the DGCL requires, an advancement of
expenses incurred by an indemnitee in his or her capacity as a Director or
officer (and not in any other capacity in which service was or is rendered by
such indemnitee, including, without limitation, service to an employee benefit
plan) shall be made only upon delivery to the corporation of an undertaking
(hereinafter an



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<PAGE>   27


"undertaking"), by or on behalf of such indemnitee, to repay all amounts so
advanced if it shall ultimately be determined by final judicial decision from
which there is no further right to appeal that such indemnitee is not entitled
to be indemnified for such expenses under this subsection 10.1 or otherwise.

         10.2 RIGHT OF INDEMNITEE TO BRING SUIT

         If a claim under subsection 10.1 hereof is not paid in full by the
corporation within sixty days after a written claim has been received by the
corporation, except in the case of a claim for an advancement of expenses, in
which case the applicable period shall be twenty days, the indemnitee may at any
time thereafter bring suit against the corporation to recover the unpaid amount
of the claim. If successful in whole or in part in any such suit, or in a suit
brought by the corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the indemnitee shall be entitled to be paid also the
expense of prosecuting or defending such suit. The indemnitee shall be presumed
to be entitled to indemnification under this Section upon submission of a
written claim (and, in an action brought to enforce a claim for an advancement
of expenses, where the required undertaking, if any is required, has been
tendered to the corporation), and thereafter the corporation shall have the
burden of proof to overcome the presumption that the indemnitee is not so
entitled. Neither the failure of the corporation (including its Board,
independent legal counsel or its stockholders) to have made a determination
prior to the commencement of such suit that indemnification of the indemnitee is
proper in the circumstances nor an actual determination by the corporation
(including its Board, independent legal counsel or its stockholders) that the
indemnitee is not entitled to indemnification shall be a defense to the suit or
create a presumption that the indemnitee is not so entitled.

         10.3 NONEXCLUSIVITY OF RIGHTS

         The rights to indemnification and to the advancement of expenses
conferred in this Section shall not be exclusive of any other right which any
person may have or hereafter acquire under any statute, agreement, vote of
stockholders or disinterested Directors, provision of the Certificate of
Incorporation or By-laws of the corporation or otherwise. Notwithstanding any
amendment to or repeal of this Section, any indemnitee shall be entitled to
indemnification in accordance with the provision hereof with respect to any


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<PAGE>   28


acts or omissions of such indemnitee occurring prior to such amendment or
repeal.

         10.4 INSURANCE, CONTRACTS AND FUNDING

         The corporation may maintain insurance, at its expense, to protect
itself and any Director, officer, employee or agent of the corporation or
another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the corporation would
have the power to indemnify such person against such expense, liability or loss
under the DGCL. The corporation, without further stockholder approval, may enter
into contracts with any Director, officer, employee or agent in furtherance of
the provisions of this Section and may create a trust fund, grant a security
interest or use other means (including, without limitation, a letter of credit)
to ensure the payment of such amounts as may be necessary to effect
indemnification as provided in this Section.

         10.5 INDEMNIFICATION OF EMPLOYEES AND AGENTS OF THE CORPORATION

         The corporation may, by action of the Board, grant rights to
indemnification and advancement of expenses to employees or agents or groups of
employees or agents of the corporation with the same scope and effect as the
provision of this Section with respect to the indemnification and advancement of
expenses of Directors and officers of the corporation; provided, however, that
an undertaking shall be made by an employee or agent only if required by the
Board.

         10.6 PERSONS SERVING OTHER ENTITIES

         Any person who is or was a Director, officer or employee of the
corporation who is or was serving (a) as a Director or officer of another
corporation of which a majority of the shares entitled to vote in the election
of its Directors is held by the corporation or (b) in an executive or management
capacity in a partnership, joint venture, trust or other enterprise of which the
corporation or a wholly owned subsidiary of the corporation is a general partner
or has a majority ownership shall be deemed to be so serving at the request of
the corporation and entitled to indemnification and advancement of expenses
under subsection 10.1 hereof.



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<PAGE>   29


SECTION 11. AMENDMENTS OR REPEAL

         These By-laws may be amended or repealed and new By-laws may be adopted
by the Board. The stockholders may also amend and repeal these By-laws or adopt
new By-laws. All By-laws made by the Board may be amended or repealed by the
stockholders. notwithstanding any amendment to Section 10 hereof or repeal of
these By-laws, or of any amendment or repeal of any of the procedures that may
be established by the Board pursuant to Section 10 hereof, any indemnitee shall
be entitled to indemnification in accordance with the provisions hereof and
thereof with respect to any acts or omissions of such indemnitee occurring prior
to such amendment or repeal.

SECTION 12. OWNERSHIP OR VOTING BY ALIENS

         (a) As used in these By-laws, the word "Alien" shall be construed to
include the following and their representatives: an individual not a citizen of
the United States of America; a partnership unless a majority of the partners
are citizens of the United States of America and have a majority interest in the
partnership profits; a foreign government; a corporation, jointstock company or
association organized under the laws of a foreign country; and any other
corporation, joint-stock company or association directly or indirectly
controlled by one or more of the foregoing.

         (b) Not more than one-fifth of the aggregate number of shares of voting
stock of the corporation of any stock outstanding shall at any time be owned of
record or voted by or for the account of Aliens.

         (c) The ownership of record of shares of stock by of for the account of
Aliens, and the citizenship of transferees thereof, shall be determined in
conformity with regulation prescribed by the Board. There shall be maintained
separate stock records, a domestic record of shares of stock held by citizens
and a foreign record of shares of stock held by Aliens.

         (d) Every certificate representing stock issued or transferred to an
Alien shall be marked "Foreign Share Certificate, but under no circumstances
shall certificates representing more than one-fifth of the aggregate number of
shares of voting stock of any class outstanding at any one time be so marked,
nor shall the total amount of voting stock represented by Foreign Share
Certificates, plus the amount of voting stock owned by or for the account of


                                       24


<PAGE>   30


Aliens and represented by certificates not so marked, exceed one-fifth of the
aggregate number of shares of voting stock of any class outstanding. Every
certificate issued not marked "Foreign Share Certificate" shall be marked
"Domestic Share Certificate." Any stock represented by Foreign Share
Certificates may be transferred to either Aliens or non-Aliens.

         (e) If, and so long as, the stock records of the corporation shall
disclose that one-fifth of the outstanding shares of voting stock of any class
is owned by Aliens, no transfer of shares of such class represented by Domestic
Share Certificates shall be made to Aliens, and if it shall be found by the
corporation that stock represented by a Domestic Share Certificate is, in fact,
held by or for the account of an Alien, the holder of such stock shall not be
entitled to vote, to receive dividends or to have other right, except the right
to transfer such stock to a citizen of the United States of America.

         (f) The corporation shall not be owned or controlled directly or
indirectly by any other corporation of which any officer or more than one-fourth
of the directors are Aliens, or of which more than one-fourth of the stock is
owned of record or voted by Aliens.

         (g) The Board may, at any time and from time to time, adopt such other
provision as the Board may deem necessary or desirable to comply with the
provisions of Section 310(a) of the Federal Communications Act as now in effect
or as it may hereafter from time to time be amended, and to carry out the
provisions of this Section 12 and of Article 12 of the Restated Certificate of
Incorporation.



                                     *****

         The foregoing By-laws were adopted by the Board of Directors on January
27, 1998. Section 10 hereof ("Indemnification") was approved by the sole
stockholder on January 28, 1998.



                                                  ----------------------------
                                                       Assistant Secretary


                                       25