<PAGE>   1

                                                                    EXHIBIT 3.12





                                    BY-LAWS
                                       OF
                               KIOI LICENSE CORP.
                           (f/k/a WAPE LICENSE CORP.)
<PAGE>   2
                               TABLE OF CONTENTS

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

        Section 1.           Registered Office  . . . . . . . . . . . . . . . . . . . . . . .       1
        Section 2.           Other Offices  . . . . . . . . . . . . . . . . . . . . . . . . .       1

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

        Section 1.           Place of Meetings  . . . . . . . . . . . . . . . . . . . . . . .       1
        Section 2.           Annual Meeting of Stockholders . . . . . . . . . . . . . . . . .       1
        Section 3.           Quorum; Adjourned Meetings and Notice Thereof  . . . . . . . . .       1
        Section 4.           Voting . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       2
        Section 5.           Proxies  . . . . . . . . . . . . . . . . . . . . . . . . . . . .       2
        Section 6.           Special Meetings   . . . . . . . . . . . . . . . . . . . . . . .       2
        Section 7.           Notice of Stockholder's Meetings . . . . . . . . . . . . . . . .       3
        Section 8.           Maintenance and Inspection of Stockholder List   . . . . . . . .       3
        Section 9.           Stockholder Action by Written Consent Without a Meeting  . . . .       4

     ARTICLE III - DIRECTORS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       4

        Section 1.           The Number of Directors  . . . . . . . . . . . . . . . . . . . .       4
        Section 2.           Vacancies  . . . . . . . . . . . . . . . . . . . . . . . . . . .       4
        Section 3.           Powers   . . . . . . . . . . . . . . . . . . . . . . . . . . . .       5
        Section 4.           Place of Directors' Meetings   . . . . . . . . . . . . . . . . .       5
        Section 5.           Regular Meetings   . . . . . . . . . . . . . . . . . . . . . . .       5
        Section 6.           Special Meetings   . . . . . . . . . . . . . . . . . . . . . . .       5
        Section 7.           Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       6
        Section 8.           Action Without Meeting   . . . . . . . . . . . . . . . . . . . .       6
        Section 9.           Telephonic Meetings .  . . . . . . . . . . . . . . . . . . . . .       6
        Section 10.          Committees of Directors  . . . . . . . . . . . . . . . . . . . .       7
        Section 11.          Minutes of Committee Meetings  . . . . . . . . . . . . . . . . .       7
        Section 12.          Compensation of Directors  . . . . . . . . . . . . . . . . . . .       7
        Section 13.          Indemnification  . . . . . . . . . . . . . . . . . . . . . . . .       8

     ARTICLE IV - OFFICERS    . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       8

        Section 1.           Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . .       8
        Section 2.           Election of Officers . . . . . . . . . . . . . . . . . . . . . .       9
        Section 3.           Subordinate Officers   . . . . . . . . . . . . . . . . . . . . .       9
        Section 4.           Compensation of Officers   . . . . . . . . . . . . . . . . . . .       9
        Section 5.           Term of Office; Removal and Vacancies  . . . . . . . . . . . . .       9
        Section 6.           Chairman of the Board  . . . . . . . . . . . . . . . . . . . . .       9
        Section 7.           President  . . . . . . . . . . . . . . . . . . . . . . . . . . .       9
        Section 8.           Vice Presidents  . . . . . . . . . . . . . . . . . . . . . . . .      10
</TABLE>

                                       i
<PAGE>   3
<TABLE>
<CAPTION>
                                                                                                  PAGE
     <S>                     <C>                                                                   <C>
        Section 9.           Secretary .  . . . . . . . . . . . . . . . . . . . . . . . . . .      10
        Section 10.          Assistant Secretaries  . . . . . . . . . . . . . . . . . . . . .      11
        Section 11.          Treasurer  . . . . . . . . . . . . . . . . . . . . . . . . . . .      11
        Section 12.          Assistant Treasurer  . . . . . . . . . . . . . . . . . . . . . .      11

     ARTICLE V - CERTIFICATES OF STOCK    . . . . . . . . . . . . . . . . . . . . . . . . . .      12

        Section 1.           Certificates   . . . . . . . . . . . . . . . . . . . . . . . . .      12
        Section 2.           Signatures on Certificates   . . . . . . . . . . . . . . . . . .      12
        Section 3.           Statement of Stock Rights, Preferences, Privileges   . . . . . .      12
        Section 4.           Lost Certificates  . . . . . . . . . . . . . . . . . . . . . . .      13
        Section 5.           Transfers of Stock . . . . . . . . . . . . . . . . . . . . . . .      13
        Section 6.           Fixing Record Date . . . . . . . . . . . . . . . . . . . . . . .      13
        Section 7.           Registered Stockholders .  . . . . . . . . . . . . . . . . . . .      14

     ARTICLE VI - GENERAL PROVISIONS    . . . . . . . . . . . . . . . . . . . . . . . . . . .      14

        Section 1.           Dividends  . . . . . . . . . . . . . . . . . . . . . . . . . . .      14
        Section 2.           Payment of Dividends; Directors' Duties. . . . . . . . . . . . .      14
        Section 3.           Checks . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      15
        Section 4.           Fiscal Year  . . . . . . . . . . . . . . . . . . . . . . . . . .      15
        Section 5.           Corporate Seal   . . . . . . . . . . . . . . . . . . . . . . . .      15
        Section 6.           Manner of Giving Notice .  . . . . . . . . . . . . . . . . . . .      15
        Section 7.           Waiver of Notice . . . . . . . . . . . . . . . . . . . . . . . .      15
        Section 8.           Annual Statement . . . . . . . . . . . . . . . . . . . . . . . .      15

     ARTICLE VII - AMENDMENTS   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      16

        Section 1.           Amendment by Directors or Stockholders   . . . . . . . . . . . .      16
</TABLE>

                                       ii
<PAGE>   4
                                   ARTICLE I

                                    OFFICES

     Section 1. The registered office shall be in the City of Dover, County of
New Castle, State of Delaware.

     Section 2. The Corporation may also have offices at such other places both
within and without the State of Delaware as the Board of Directors may from
time to time determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     Section 1. Meetings of stockholders shall be held at any place within or
outside the State of Delaware designated by the Board of Directors. In the
absence of any such designation, stockholders' meetings shall be held at the
principal executive office of the Corporation.

     Section 2. The annual meeting of stockholders shall be held each year on a
date and a time designated by the Board of Directors. At each annual meeting
directors shall be elected and any other proper business may be transacted.

     Section 3. A majority of the stock issued and outstanding and entitled to
vote at any meeting of stockholders, the holders of which are present in person
or represented by proxy, shall constitute a quorum for the transaction of
business except as otherwise provided by law, by the Certificate of
Incorporation, or by these By-Laws. A quorum, once established, shall not be
broken by the withdrawal of enough votes to leave less than a quorum and the
votes present may continue to transact business until adjournment. If, however,
such quorum shall not be present or represented at any meeting of the
stockholders, a majority of the voting stock represented in person or by proxy
may adjourn the meeting from time to time, without


                                       1
<PAGE>   5
notice other than announcement at the meeting, until a quorum shall be present
or represented. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified. If the adjournment is for more than thirty
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 thereat.

     Section 4. When a quorum is present 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 provision of the statutes, or
the Certificate of Incorporation, or these By-Laws, a different vote is
required in which case such express provision shall govern and control the
decision of such question.

     Section 5. At each meeting of the stockholders, each stockholder having
the right to vote may vote in person or may authorize another person or persons
to act for him by proxy appointed by an instrument in writing subscribed by
such stockholder and bearing a date not more than three years prior to said
meeting, unless said instrument provides for a longer period. All proxies must
be filed with the Secretary of the Corporation at the beginning of each meeting
in order to be counted in any vote at the meeting. Each stockholder shall have
one vote for each share of stock having voting power, registered in his name on
the books of the Corporation on the record date set by the Board of Directors
as provided in Article V, Section 6 hereof. All elections shall be had and all
questions decided by a plurality vote.

     Section 6. Special meetings of the stockholders, for any purpose, or
purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called by the President and shall be called by the
President or the Secretary at the request in writing of


                                       2
<PAGE>   6
a majority of the Board of Directors, or at the request in writing of
stockholders owning a majority in amount of the entire capital stock of the
Corporation, issued and outstanding, and entitled to vote. Such request shall
state the purpose or purposes of the proposed meeting. Business transacted at
any special meeting of stockholders shall be limited to the purposes stated in
the notice.

     Section 7. Whenever stockholders are required or permitted to take any
action at a meeting, a written notice of the meeting shall be given which
notice shall state 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. The
written notice of any meeting shall be given to each stockholder entitled to
vote at such meeting not less than ten nor more than sixty days before the date
of the meeting. If mailed, notice 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.

     Section 8. The officer who has charge of the stock ledger of the
Corporation shall prepare and make, at least ten 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 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.


                                       3
<PAGE>   7
     Section 9. Unless otherwise provided in the Certificate of Incorporation,
any action required to be taken at any annual or special meeting of
stockholders of the Corporation, or any action which 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, shall be signed by the holders of outstanding stock having
not less than the minimum number of 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.

                                 ARTICLE III

                                  DIRECTORS

     Section 1. The number of directors which shall constitute the whole Board
shall be not less than one (1) and not more than five (5). The exact number of
directors shall be determined by resolution of the Board, and the initial
number of directors shall be one (1). The directors need not be stockholders.
The directors shall be elected at the annual meeting of the stockholders,
except as provided in Section 2 of this Article, and each director elected
shall hold office until his successor is elected and qualified; provided,
however, that unless otherwise restricted by the Certificate of Incorporation
or by law, any director or the entire Board of Directors may be removed, either
with or without cause, from the Board of Directors at any meeting of
stockholders by a majority of the stock represented and entitled to vote
thereat.

     Section 2. Vacancies on the Board of Directors by reason of death,
resignation, retirement, disqualification, removal from office, or otherwise,
and newly created directorships


                                       4
<PAGE>   8
resulting from any increase in the authorized number of directors may be filled
by a majority of the directors then in office, although less than a quorum, or
by a sole remaining director. The directors so chosen shall hold office until
the next annual election of directors and until their successors are duly
elected and shall qualify, unless sooner replaced by a vote of the
shareholders. If there are no directors in office, then an election of
directors may be held in the manner provided by statute. If, at the time of
filling any vacancy or any newly created directorship, the directors then in
office shall constitute less than a majority of the whole Board (as constituted
immediately prior to any such increase), the Court of Chancery may, upon
application of any stockholder or stockholders holding at least ten 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.

     Section 3. The property and business of the Corporation shall be managed
by or under the direction of its Board of Directors. In addition to the powers
and authorities by these By-Laws expressly conferred upon them, the Board may
exercise all such powers of the Corporation and do all such lawful acts and
things as are not by statute or by the Certificate of Incorporation or by these
By-Laws directed or required to be exercised or done by the stockholders.

     Section 4. The directors may hold their meetings and have one or more
offices, and keep the books of the Corporation outside of the State of
Delaware.

     Section 5. Regular meetings of the Board of Directors may be held without
notice at such time and place as shall from time to time be determined by the
Board.

     Section 6. Special meetings of the Board of Directors may be called by the
President on forty-eight hours' notice to each director, either personally or
by mail or by


                                       5
<PAGE>   9
telegram; special meetings shall be called by the President or the Secretary in
like manner and on like notice on the written request of two directors.

     Section 7. At all meetings of the Board of Directors a majority of the
authorized number of directors shall be necessary and sufficient to constitute
a quorum for the transaction of business, and the vote of a majority of the
directors present at any meeting at which there is a quorum, shall be the act
of the Board of Directors, except as may be otherwise specifically provided by
statute, by the Certificate of Incorporation or by these By-Laws. If a quorum
shall not be present at any meeting of the Board of Directors, the directors
present thereat may adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum shall be present. If only one
director is authorized, such sole director shall constitute a quorum. At any
meeting, a director shall have the right to be accompanied by counsel provided
that such counsel shall agree to any confidentiality restrictions reasonably
imposed by the Corporation.

     Section 8. Unless otherwise restricted by the Certificate of Incorporation
or these By-Laws, 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.

     Section 9. Unless otherwise restricted by the Certificate of Incorporation
or these By-Laws, 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 such meeting.


                                       6
<PAGE>   10
     Section 10. The Board of Directors may, by resolution passed by a majority
of the whole Board, designate one or more committees, each such 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, 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 which may require it; but no such
committee shall have the power or authority in reference to amending the
Certificate of Incorporation, adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of all or
substantially all of the Corporation's property and assets, recommending to the
stockholders a dissolution of the Corporation or a revocation of a dissolution,
or amending the By-Laws of the Corporation; and, unless the resolution or the
Certificate of Incorporation expressly so provide, no such committee shall have
the power or authority to declare a dividend or to authorize the issuance of
stock.

     Section 11. Each committee shall keep regular minutes of its meetings and
report the same to the Board of Directors when required.

     Section 12. Unless otherwise restricted by the Certificate of
Incorporation or these By-Laws, the Board of Directors shall have the authority
to fix the compensation of directors. The directors may be paid their expenses,
if any, of attendance at each meeting of


                                       7
<PAGE>   11
the Board of Directors and may be paid a fixed sum for attendance at each
meeting of the Board of Directors or a stated salary as director. No such
payment shall preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor. Members of special or standing
committees may be allowed like compensation for attending committee meetings.

     Section 13. The Corporation shall indemnify every person who is or was a
party or is or was threatened to be made a party to any action, suit, or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he is or was a director or officer of the Corporation or,
while a director or officer or employee of the Corporation, is or was serving
at the request of the Corporation as a director, officer, employee, agent or
trustee of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, against expenses (including counsel fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding, to the full
extent permitted by applicable law.

                                   ARTICLE IV

                                    OFFICERS

     Section 1. The officers of this corporation shall be chosen by the Board
of Directors and shall include a President, a Secretary, and a Treasurer. The
Corporation may also have, at the discretion of the Board of Directors, such
other officers as are desired, including a Chairman of the Board, one or more
Vice Presidents, one or more Assistant Secretaries and Assistant Treasurers,
and such other officers as may be appointed in accordance with the provisions
of Section 3 hereof. In the event there are two or more Vice Presidents, then
one or more may be designated as Executive Vice President, Senior Vice
President, or other similar or dissimilar title. At the time of the election of
officers, the directors may by


                                       8
<PAGE>   12
resolution determine the order of their rank. Any number of offices may be held
by the same person unless the Certificate of Incorporation or these By-Laws
otherwise provide.

     Section 2. The Board of Directors, at its first meeting after each annual
meeting of stockholders, shall choose the officers of the Corporation.

     Section 3. The Board of Directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the Board.

     Section 4. The salaries of all officers and agents of the Corporation
shall be fixed by the Board of Directors.

     Section 5. The officers of the Corporation shall hold office until their
successors are chosen and qualify in their stead. Any officer elected or
appointed by the Board of Directors may be removed at any time by the
affirmative vote of a majority of the Board of Directors. If the office of any
officer or officers becomes vacant for any reason, the vacancy shall be filled
by the Board of Directors.

     Section 6. Chairman of the Board.  The Chairman of the Board, if such an
officer be elected, shall, if present, preside at all meetings of the Board of
Directors and exercise and perform such other powers and duties as may be from
time to time assigned to him by the Board of Directors or prescribed by these
By-Laws. If there is no President, the Chairman of the Board shall in addition
be the Chief Executive Officer of the Corporation and shall have the powers and
duties prescribed in Section 7 of this Article IV.

     Section 7. President. Subject to such supervisory powers, if any, as may
be given by the Board of Directors to the Chairman of the Board, if there be
such an officer, the President shall be the Chief Executive Officer of the
Corporation and shall, subject to the control of the Board of Directors, have
general supervision, direction and control of the


                                       9
<PAGE>   13
business and officers of the Corporation. He shall preside at all meetings of
the stockholders and, in the absence of the Chairman of the Board, or if there
be none, at all meetings of the Board of Directors. He shall be an ex-officio
member of all committees and shall have the general powers and duties of
management usually vested in the office of President and Chief Executive
Officer of corporations, and shall have such other powers and duties as may be
prescribed by the Board of Directors or these By-Laws.

     Section 8. Vice Presidents. In the absence or disability of the President,
the Vice Presidents in order of their rank as fixed by the Board of Directors,
or if not ranked, the 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 duties as from time to time may be
prescribed for them, respectively, by the Board of Directors.

     Section 9. Secretary. The Secretary shall attend all sessions of the Board
of Directors and all meetings of the stockholders and record all votes and the
minutes of all proceedings in a book to be kept for that purpose; and shall
perform like duties for the standing committees when required by the Board of
Directors. He shall give, or cause to be given, notice of all meetings of the
stockholders and of the Board of Directors, and shall perform such other duties
as may be prescribed by the Board of Directors or these By-Laws.

     He shall keep in safe custody the seal of the Corporation, and when
authorized by the Board, affix the same to any instrument requiring it, and
when so affixed it shall be attested by his signature or by the signature of an
Assistant Secretary. The Board of Directors may give general authority to any
other officer to affix the seal of the Corporation and to attest the affixing
by his signature.


                                       10
<PAGE>   14
     Section 10. Assistant Secretary. The Assistant Secretary, or if there be
more than one, the Assistant Secretaries in the order determined by the Board
of Directors, or if there be no such determination, the Assistant Secretary
designated by the Board of Directors, shall, in the absence or disability of
the Secretary, perform the duties and exercise the powers of the Secretary and
shall perform such other duties and have such other powers as the Board of
Directors may from time to time prescribe.

     Section 11. Treasurer. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys, and other valuable effects in the name and to the credit of
the Corporation, in such depositories as may be designated by the Board of
Directors. He shall disburse the funds of the Corporation as may be ordered by
the Board of Directors, taking proper vouchers for such disbursements, and
shall render to the Board of Directors, at its regular meetings, or when the
Board of Directors so requires, an account of all his transactions as Treasurer
and of the financial condition of the Corporation. If required by the Board of
Directors, he shall give the Corporation a bond, in such sum and with such
surety or sureties as shall be satisfactory to the Board of Directors, for the
faithful performance of the duties of his office and for the restoration to the
Corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the Corporation.

     Section 12. Assistant Treasurer. The Assistant Treasurer, or if there
shall be more than one, the Assistant Treasurers in the order determined by the
Board of Directors, or if there be no such determination, the Assistant
Treasurer designated by the Board of Directors, shall, in the absence or
disability of the Treasurer, perform the duties and exercise


                                       11
<PAGE>   15
the powers of the Treasurer and shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.

                                   ARTICLE V

                             CERTIFICATES OF STOCK

     Section 1. Every holder of stock of the Corporation shall be entitled to
have a certificate signed by, or in the name of the Corporation by, the
Chairman or Vice Chairman of the Board of Directors, or the President or a Vice
President, and by the Secretary or an Assistant Secretary, or the Treasurer or
an Assistant Treasurer of the Corporation, certifying the number of shares
represented by the certificate owned by such stockholder in the Corporation.

     Section 2. 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 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 he were
such officer, transfer agent, or registrar at the date of issue.

     Section 3. If the Corporation shall be authorized to issue more than one
class of stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualification, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the Corporation shall
issue to represent such class or series of stock, provided that, except as
otherwise provided in Section 202 of the General Corporation Law of Delaware,
in lieu of the foregoing requirements, there may be set forth on the face or
back of the certificate which the Corporation shall issue to represent such
class or series of stock, a statement that the


                                       12
<PAGE>   16
Corporation will furnish without charge to each stockholder who so requests the
powers, designations, preferences and relative, participating, optional or
other special rights of each class of stock or series thereof and the
qualifications, limitations or restrictions of such preferences and/or rights.

     Section 4. The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed.  When authorizing
such issue of a new certificate or certificates, the Board of Directors may, in
its discretion and as a condition precedent to the issuance thereof, require
the owner of such lost, stolen or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as it shall require
and/or to give the Corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the Corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.

     Section 5. 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, the Corporation
shall issue a new certificate to the person entitled thereto, cancel the old
certificate and record the transaction upon its book.

     Section 6. In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of the stockholders, or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, 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 a record date which


                                       13
<PAGE>   17
shall not be more than sixty nor less than ten days before the date of such
meeting, nor more than sixty days prior to another action. 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.

     Section 7. The Corporation shall be entitled to treat the holder of record
of any share or shares of stock as the holder in fact thereof and accordingly
shall not be bound to recognize any equitable or other claim or interest in
such share on the part of any other person, whether or not it shall have
express or other notice thereof, save as expressly provided by the laws of the
State of Delaware.

                                   ARTICLE VI

                               GENERAL PROVISIONS

     Section 1. Dividends upon the capital stock of the Corporation, subject to
the provisions of the Certificate of Incorporation, if any, may be declared by
the Board of Directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the Certificate of Incorporation.

     Section 2. Before payment of any dividend there may be set aside out of
any funds of the Corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the directors shall think conducive to the interests of the
Corporation, and the directors may abolish any such reserve.


                                       14
<PAGE>   18
     Section 3. All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers as the Board of Directors may from
time to time designate.

     Section 4. The fiscal year of the Corporation shall be the calendar year.

     Section 5. The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization and the words "Corporate Seal,
Delaware". Said seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

     Section 6. Whenever, under the provisions of the statutes or of the
Certificate of Incorporation or of these By-Laws, notice is required to be
given to any director or stockholder, it shall not be construed to mean
personal notice, but such notice may be given in writing, by mail, addressed to
such director or stockholder, at his address as it appears on the records of
the Corporation, with postage thereon prepaid, and such notice shall be deemed
to be given at the time when the same shall be deposited in the United States
mail. Notice to directors may also be given by telegram.

     Section 7. Whenever any notice is required to be given under the
provisions of the statutes or of the Certificate of Incorporation or of these
By-Laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be
deemed equivalent thereto.

     Section 8. The Board of Directors shall present at each annual meeting, 
and at any special meeting of the stockholders when called for by vote of the
stockholders, a full and clear statement of the business and condition of the
Corporation.


                                       15
<PAGE>   19
                                  ARTICLE VII

                                   AMENDMENTS

     Section 1. These By-Laws may be altered, amended or repealed or new
By-Laws may be adopted by the stockholders or by the Board of Directors at any
regular meeting of the stockholders or of the Board of Directors or at any
special meeting of the stockholders or of the Board of Directors if notice of
such alteration, amendment, repeal or adoption of new By-Laws be contained in
the notice of such special meeting. If the power to adopt, amend or repeal
By-Laws is conferred upon the Board of Directors by the Certificate of
Incorporation it shall not divest or limit the power of the stockholders to
adopt, amend or repeal By-Laws.


                                       16
<PAGE>   20
                            CERTIFICATE OF SECRETARY

     I, the undersigned, do hereby certify:

     (1)   That I am the duly elected and acting Secretary of WAPE License
Corp., a Delaware corporation; and

     (2)   That the foregoing By-Laws, comprising sixteen pages, constitute the
By-Laws of said corporation as duly adopted by the written consent of the
Incorporator, and approved by the Board of Directors, of said corporation as of
October 15, 1992.

     IN WITNESS WHEREOF, I have hereunto subscribed my name this 15th day of
October, 1992.


                                            /s/ SCOTT K. GINSBURG            
                                            ---------------------------------
                                            Scott K. Ginsburg, Secretary


                                      17