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                                                                     EXHIBIT 3.B
 
                                RESTATED BYLAWS
                                       OF
                         U S WEST COMMUNICATIONS, INC.
 
                              ADOPTED JULY 1, 1995
 
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                                RESTATED BYLAWS
                                       OF
                         U S WEST COMMUNICATIONS, INC.
 
                                  ARTICLE ONE
                                    OFFICES
 
    The principal office of the corporation shall be designated from time to
time by the corporation and may be within or outside of Colorado.
 
    The corporation may have such other offices, either within or outside of
Colorado, as the Board of Directors may designate or as the business of the
corporation may require from time to time.
 
    The registered office of the corporation required by the Colorado Business
Corporation Act to be maintained in Colorado may be, but need not be, identical
with the principal office, and the address of the registered office may be
changed from time to time by the Board of Directors.
 
                                  ARTICLE TWO
                                  SHAREHOLDERS
 
    Section 1. ANNUAL MEETING. The annual meeting of the shareholders shall be
held on the first Friday in April in each year beginning in 1996, at an hour to
be named in the notice of the meeting, or at such other date and time as the
Board of Directors shall determine, for the purpose of electing Directors of the
corporation and for the transaction of such other business as may come before
the meeting. If the annual meeting is not held on the day designated, or at any
adjournment thereof, the Board of Directors shall cause a meeting in lieu
thereof to be held as soon thereafter as is convenient.
 
    Section 2. SPECIAL MEETINGS. Special meetings of the shareholders may be
called for any purpose. Such meetings may be called by the President or by the
Board of Directors, and shall be called by the President at the request of
holders of shares representing at least ten percent (10%) of all of the votes
entitled to be cast on any issue proposed to be considered at the meeting.
 
    Section 3. PLACE OF MEETING. The Board of Directors may designate any place
either within or outside Colorado as the place of meeting for any annual meeting
or for any special meeting. If no designation is made, or if a special meeting
is called other than by the Board of Directors, the place of the meeting shall
be the principal office of the corporation.
 
    Section 4. NOTICE OF MEETING. Written notice stating the place, date, and
hour of the meeting shall be given delivered not less than ten (10) days nor
more than sixty (60) days before the date of the meeting, except that, (i) if
the authorized shares are to be increased, at least thirty (30) days' notice
shall be given, or (ii) any other longer notice period is required by the
Colorado Business Corporation Act. Notice of a special meeting shall include a
description of the purpose or purposes of the meeting. Notice shall be given
personally or by U.S. mail (postage prepaid), private carrier, telegraph,
teletype, electronically transmitted facsimile or other form of wire or wireless
communication by or at the direction of the President, the Secretary, or the
officer or persons calling the meeting, to each shareholder of record entitled
to vote at such meeting.
 
    Section 5. RECORD DATE. For the purpose of determining shareholders entitled
to (i) notice of or to vote at any meeting of shareholders or any adjournment
thereof, (ii) receive distributions or share dividends, or (iii) demand a
special meeting, or to make a determination of shareholders for any other proper
purpose, the Board of Directors shall fix, in advance, a date as the record date
for the determination of shareholders. Such date shall be not more than seventy
(70) days, and for a meeting of
 
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shareholders, not less than ten (10) days prior to the date on which the
particular action requiring such determination of shareholders is to be taken.
When a determination of shareholders entitled to vote at any meeting of
shareholders is made as provided in this Section, such determination shall apply
to any adjournment thereof unless the Board of Directors fixes a new record
date, which it must do if the meeting is adjourned to a date more than one
hundred twenty (120) days after the date fixed for the original meeting.
 
    Notwithstanding the above, the record date for determining the shareholders
entitled to take action without a meeting or entitled to be given notice of
action so taken shall be the date a writing upon which the action is taken is
first received by the corporation.
 
    Section 6. QUORUM. One-third of the votes entitled to be cast on a matter by
a voting group shall constitute a quorum of that voting group for action on that
matter. If a quorum is present, the affirmative vote of the majority of the
shares represented at the meeting and entitled to vote on the subject matter
shall be the act of the shareholders, unless the vote of a greater proportion or
number is required by law or the Articles of Incorporation. If a quorum is not
represented at any meeting of the shareholders, such meeting may be adjourned
for a period not to exceed one hundred twenty (120) days for any one
adjournment.
 
    Section 7. PROXIES. At all meetings of shareholders, a shareholder may vote
by proxy by signing an appointment form or similar writing, either personally or
by his duly authorized attorney-in-fact. The proxy appointment form or similar
writing shall be filed with the Secretary of the corporation before or at the
time of the meeting. The appointment of a proxy is effective when received by
the corporation and is valid for eleven (11) months unless a different period is
expressly provided in the appointment form or similar writing.
 
    Section 8. INFORMAL ACTION BY SHAREHOLDERS. Any action required or permitted
to be taken at a meeting of the shareholders may be taken without a meeting if a
written consent (or counterparts thereof) that sets forth the action so taken is
signed by all of the shareholders entitled to vote with respect to the subject
matter thereof and received by the corporation. Such consent shall have the same
force and effect as a unanimous vote of the shareholders and may be stated as
such in any document. Action taken under this Section 8 is effective as of the
date the last writing necessary to effect the action is received by the
corporation, unless a different effective date is specified, in which case such
specified date shall be the effective date for such action.
 
                                 ARTICLE THREE
                               BOARD OF DIRECTORS
 
    Section 1. GENERAL POWERS. All corporate powers shall be exercised by or
under the authority of, and the business and affairs of the corporation shall be
managed under the direction of its Board of Directors, except as otherwise
provided in the Colorado Business Corporation Act or the Articles of
Incorporation.
 
    Section 2. NUMBER, TENURE AND QUALIFICATIONS. The Board of Directors shall
consist of one (1) or more persons of the age of eighteen (18) years or older
who need not be shareholders of the corporation or residents of Colorado. A
Director of the corporation shall be elected at the annual meeting of the
shareholders and shall serve until the next succeeding annual meeting and
thereafter until his or her successor shall have been elected and qualified.
 
    Section 3. VACANCIES. A vacancy occurring in the Board of Directors may be
filled by the affirmative vote of a majority of the shareholders or the Board of
Directors. If the Directors remaining in office constitute fewer than a quorum
of the Board, the Directors may fill the vacancy by the affirmative vote of a
majority of all the Directors remaining in office. Whether elected by the
Directors or the shareholders, a Director shall hold office until the next
annual shareholders' meeting at which Directors are elected.
 
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    Section 4. REGULAR MEETINGS. A regular meeting of the Board of Directors
shall be held without notice immediately after and at the same place as the
annual meeting of shareholders and at such other times as shall be fixed by the
Board. The Board of Directors may designate any place, either within or outside
Colorado, as the place of meeting for any regular meeting.
 
    Section 5. SPECIAL MEETINGS. Special meetings of the Board of Directors may
be called at any time by or at the request of the President or any of the
Directors. The person or persons authorized to call special meetings of the
Board may fix any place, either within or outside Colorado, as the place for
holding any special meeting.
 
    Section 6. NOTICE. Notice need not be given of regular meetings of the Board
of Directors, nor need notice be given of adjourned meetings. Notice of special
meetings shall be given at least two (2) days prior to the meeting by written
notice either personally delivered or mailed to each Director at his business
address, or by notice transmitted by telegraph, telex, electronically
transmitted facsimile or other form of wire or wireless communication. If
mailed, such notice shall be deemed to be given and to be effective on the
earlier of (i) three (3) days after such notice is deposited in the U.S. mail
(postage prepaid), or (ii) the date shown on the return receipt, if mailed by
registered or certified mail return receipt requested. If notice is given by
telex, electronically transmitted facsimile or other similar form of wire or
wireless communication, such notice shall be deemed to be given and to be
effective when sent.
 
    A Director may waive notice of a meeting before or after the time and date
of the meeting by a writing signed by such Director. Such waiver shall be
delivered to the corporation for filing with the corporate records. Further,
attendance of the Director at a meeting shall constitute a waiver of notice of
that meeting, except when the Director attends for the express purpose of
objecting to the transaction of any business at that the meeting because the
meeting was not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the Board
of Directors need be specified in the notice of such meeting.
 
    Section 7. QUORUM AND VOTING. A majority of the number of Directors fixed by
these Bylaws shall constitute a quorum for the transaction of business, and the
acts of a majority of Directors present at a meeting at which a quorum is
present shall constitute the acts of the Board of Directors. If, at any meeting
of the Board of Directors, less than a quorum is present, a majority of those
present may adjourn the meeting from time to time without further notice, for a
period not to exceed sixty (60) days at any one adjournment.
 
    Section 8. COMPENSATION. Directors shall be entitled to receive from the
corporation such compensation and reimbursement for expenses as the Board of
Directors may determine from time to time.
 
    Section 9. COMMITTEES. The Board of Directors may, by resolution adopted by
a majority of the Board in office when the action is taken, designate from among
its members an executive committee and one or more other committees, each of
which, to the extent provided in the resolution, shall have all the authority of
the Board of Directors; except that no such committee shall have the authority
to (i) declare dividends or distributions, (ii) approve or propose to
shareholders actions or proposals required by the Colorado Business Corporation
Act to be approved by shareholders, (iii) fill vacancies on the Board of
Directors or any committee thereof, (iv) amend the Articles of Incorporation,
(v) adopt, amend or repeal the Bylaws, (vi) approve a plan of merger not
requiring shareholder approval, (vii) reduce earned or capital surplus, (viii)
authorize or approve the reacquisition of shares unless pursuant to a general
formula or method specified by the Board of Directors, or (ix) authorize or
approve the issuance or sale of, or any contract to issue or sell, shares or
designate the terms of a series of a class of shares. The Board of Directors
shall have the power at any time to fill vacancies in, to change the size or
membership of, and to discharge any such committee.
 
    Neither the designation of any such committee, the delegation of authority
to such committee, nor any action by such committee pursuant to its authority
shall alone constitute compliance by any member of the
 
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Board of Directors or a member of the committee in question with his
responsibility to conform to the standard of care set forth in Article Three,
Section 12 of these Bylaws.
 
    Section 10. INFORMAL ACTION BY DIRECTORS. Any action required or permitted
to be taken at a meeting of the Directors or any committee designated by the
Board of Directors may be taken without a meeting if a written consent (or
counterparts there) that sets forth the action so taken is signed by all of the
Directors entitled to vote with respect to the action taken. Such consent shall
have the same force and effect as a unanimous vote of the Directors or committee
members and may be stated as such in any document. Unless the consent specifies
a different effective date, action taken under this Section 10 is effective at
the time the last Director signs a writing describing the action taken, unless,
before such time, any Director has revoked his consent by a writing signed by
the Director and received by the President or the Secretary of the corporation.
 
    Section 11. TELEPHONIC MEETINGS. Members of the Board of Directors or any
committee designated by such Board may participate in a meeting of the Board or
committee by means of communication by which all persons participating in the
meeting can hear each other during the meeting. Such participation shall
constitute presence at the meeting.
 
    Section 12. STANDARD OF CARE. A Director shall perform his duties as a
Director, including, without limitation, his duties as a member of any committee
of the Board, in good faith, in a manner he reasonably believes to be in the
best interests of the corporation, and with the care an ordinarily prudent
person in a like position would exercise under similar circumstances. In
performing his duties, a Director shall be entitled to rely on information,
opinions, reports or statements, including financial statements and other
financial data, in each case prepared or presented by the persons herein
designated. However, he shall not be considered to be acting in good faith if he
has knowledge concerning the matter in question that would cause such reliance
to be unwarranted. A Director shall not be liable to the corporation or its
shareholders for any action he takes or omits to take as a Director, if, in
connection with such action or omission, he performs his duties in compliance
with this Section 12.
 
    The designated persons on whom a Director is entitled to rely are (i) one or
more officers or employees of the corporation whom the Director reasonably
believes to be reliable and competent in the matters presented, (ii) legal
counsel, public accountant, or other person as to matters which the Director
reasonably believes to be within such person's professional or expert
competence, or (iii) a committee of the Board of Directors on which the Director
does not serve if the Director reasonably believes the committee merits
confidence.
 
                                  ARTICLE FOUR
                                    OFFICERS
 
    Section 1. ENUMERATION OF OFFICES. The corporation shall have as officers a
President, one or more Vice Presidents, a Secretary, and a Treasurer, each of
whom shall be elected by the Board of Directors. The corporation may also have a
Chief Financial Officer, a General Counsel, and a Controller as the Board may
elect. Such other officers as may be deemed necessary may also be elected by the
Board of Directors. One person may hold more than one office. In all cases where
the duties of any officer is not prescribed by the Bylaws or by the Board of
Directors, such officer shall follow the orders and instruction of the President
of the corporation.
 
    Section 2. TERM OF OFFICE. The officers of the corporation shall be elected
by the Board of Directors at each annual meeting of the Board held after each
annual meeting of the shareholders or as soon thereafter as conveniently may be.
Each officer shall hold office until a successor is elected and qualified or
until such officer's resignation, death or removal.
 
    Section 3. REMOVAL. Any officer may be removed at any time with or without
cause by action of the shareholders, the Board of Directors or an officer(s)
authorized by the Board.
 
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    Section 4. VACANCIES. A vacancy in any office because of death, resignation,
removal or otherwise may be filled by the Board of Directors, or by an
officer(s) authorized by the Board, for the unexpired portion of the officer's
term.
 
    Section 5. PRESIDENT; POWERS AND DUTIES. Subject to the direction and
supervision of the Board of Directors, the President shall be the chief
executive officer of the corporation, and shall have general and active control
of its affairs and business and general supervision of its officers, agents and
employees. The President shall preside at all meetings of the shareholders and
the Board of Directors. Any document may be signed by the President or any other
person who may be thereunto authorized by the President or the Board of
Directors (said authorization to be in writing and filed with the Secretary of
the corporation).
 
    Section 6. VICE PRESIDENTS; POWERS AND DUTIES. Each Vice President shall
have such powers and perform such duties as may be assigned by the Board of
Directors or the President. In case of the absence or disability of the
President, or a vacancy in the office, a Vice President designated by the
President or the Board of Directors shall exercise all the powers and perform
all the duties of the President.
 
    Section 7. SECRETARY AND ASSISTANT SECRETARIES. The Secretary shall attend
all meetings of the shareholders and the Board of Directors and shall keep the
minutes for such meetings in one or more books provided for that purpose. The
Secretary shall be custodian of the corporate records, except those required to
be in the custody of the Treasurer or the Controller, shall keep the seal of the
corporation and shall execute and affix the seal of the corporation to all
documents duly authorized for execution under seal on behalf of the corporation,
and shall perform all of the duties incidental to the office of Secretary, as
well as such other duties as may be assigned by the President or the Board of
Directors.
 
    The Assistant Secretaries shall perform such of the Secretary's duties as
the Secretary shall from time to time direct. In case of the absence or
disability of the Secretary, or a vacancy in the office, an Assistant Secretary
designated by the President or the Board of Directors, if the office is not
vacant, shall perform the duties of the Secretary.
 
    Section 8. TREASURER AND ASSISTANT TREASURERS; POWERS AND DUTIES. The
Treasurer shall have care and custody of the funds and securities of the
corporation, shall deposit such funds in the name and to the credit of the
corporation with such depositories as the Treasurer shall approve, shall
disburse the funds of the corporation for proper expenses and dividends, and as
may be ordered by the Board of Directors, taking proper vouchers for such
disbursements. The Treasurer shall perform all of the duties incident to the
office of Treasurer, as well as such other duties as may be assigned by the
President or the Board of Directors. In the event there is no Chief Financial
Officer, the Treasurer shall perform the duties of Chief Financial Officer. In
the event there is no Controller, the Treasurer shall also be the principal
accounting officer of the corporation and shall perform the duties incident to
the office of Controller
 
    The Assistant Treasurers shall perform such of the Treasurer's duties as the
Treasurer shall from time to time direct. In case of the absence or disability
of the Treasurer, or a vacancy in the office, an Assistant Treasurer designated
by the President or the Board of Directors, if the office is not vacant, shall
perform the duties of the Treasurer.
 
    Section 9. CHIEF FINANCIAL OFFICER; POWERS AND DUTIES. The Chief Financial
Officer shall be responsible for maintaining the financial integrity of the
corporation, shall prepare the financial plans for the corporation and shall
monitor the financial performance of the corporation and its subsidiaries, as
well as performing such other duties as may be assigned by the President or the
Board of Directors.
 
    Section 10. GENERAL COUNSEL; POWERS AND DUTIES. The General Counsel shall be
a licensed attorney at law and shall be the chief legal officer of the
corporation. The General Counsel shall have such power and exercise such
authority and provide such counsel to the corporation as deemed necessary or
desirable to enforce the rights and protect the property and integrity of the
corporation, shall also have the power, authority, and responsibility for
securing for the corporation all legal advice, service and counseling, and
 
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shall perform all of the duties incident to the office of General Counsel, as
well as such other duties as may be assigned by the President or the Board of
Directors.
 
    Section 11. CONTROLLER AND ASSISTANT CONTROLLERS; POWERS AND DUTIES. The
Controller shall be the chief accounting officer of the corporation and shall
keep and maintain in good and lawful order all accounts required by law and
shall have sole control over, and ultimate responsibility for, the accounts and
accounting methods of the corporation and the compliance of the corporation with
all systems of accounts and accounting regulations prescribed by law. The
Controller shall audit, to such extent and at such times as may be required by
law or as the Controller may think necessary, all accounts and records of
corporate funds or property, by whomsoever kept, and for such purposes shall
have access to all such accounts and records. The Controller shall make and sign
all necessary and proper accounting statements and financial reports of the
corporation, and shall perform all of the duties incident to the office of
Controller, as well as such other duties as may be assigned by the President or
the Board of Directors.
 
    The Assistant Controllers shall perform such of the Controller's duties as
the Controller shall from time to time direct. In case of the absence or
disability of the Controller, or a vacancy in the office, an Assistant
Controller designated by the President or the Board of Directors, if the office
is not vacant, shall perform the duties of the Controller.
 
    Section 12. SALARIES. The salaries of all officers of the corporation shall
be fixed by or in the manner provided by the Board of Directors. If authorized
by a resolution of the Board, the salary of any officer other than the President
may be fixed by the President or a committee of the Board. No officer shall be
disqualified from receiving a salary by reason of also being a Director of the
corporation.
 
                                  ARTICLE FIVE
                               STOCK CERTIFICATES
 
    The shares of the corporation shall be represented by certificates in such
form and shall contain such information consistent with law as shall be approved
by the Board of Directors. Such certificates shall be signed by the President or
a Vice President and by the Treasurer or an Assistant Treasurer or by the
Secretary or an Assistant Secretary of the corporation and may be sealed with
the seal of the corporation or a facsimile thereof. Any or all of the signatures
upon a certificate may be facsimiles if the certificate is countersigned by a
transfer agent or registered by a registrar other than the corporation itself or
an employee of the corporation. If any officer who has signed or whose facsimile
signature has been placed upon such certificate has ceased to be such officer
before the certificate is issued, it may be issued by the corporation with the
same effect as if such person were such officer at the date of its issue.
 
                                  ARTICLE SIX
             INDEMNIFICATION OF DIRECTORS, OFFICERS, AND EMPLOYEES
 
    Section 1. SCOPE OF INDEMNIFICATION.
 
    (a)  The corporation shall indemnify an indemnified representative against
any liability incurred in connection with any proceeding in which the
indemnified representative may be involved as a party or otherwise, by reason of
the fact that such person is or was serving in an indemnified capacity, except
to the extent that any such indemnification against a particular liability is
expressly prohibited by applicable law or where a judgment or other final
adjudication adverse to the indemnified representative establishes, or where the
corporation determines, that his or her acts or omissions (i) were in breach of
such person's duty of loyalty to the corporation or its shareholders, (ii) were
not in good faith or involved intentional misconduct or a knowing violation of
law, or (iii) resulted in receipt by such person of an improper personal
benefit. The rights granted by this Article shall not be deemed exclusive of any
other rights to which those seeking indemnification, contribution, or
advancement of expenses may be entitled under any statute, certificate or
articles of incorporation, agreement, contract of insurance, vote of
shareholders or
 
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disinterested directors, or otherwise. The rights of indemnification and
advancement of expenses provided
by or granted pursuant to this Article shall continue as to a person who has
ceased to be an indemnified representative in respect of matters arising prior
to such time and shall inure to the benefit of the heirs, executors,
administrators, and personal representatives of such a person.
 
    (b)  If an indemnified representative is not entitled to indemnification
with respect to a portion of any liabilities to which such person may be
subject, the corporation shall nonetheless indemnify such indemnified
representative to the maximum extent for the remaining portion of the
liabilities.
 
    (c)  The termination of a proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent shall not, of
itself, create a presumption that the indemnified representative is not entitled
to indemnification.
 
    (d)  To the extent permitted by law, the payment of indemnification provided
for by this Article, including the advancement of expenses pursuant to Section
2, with respect to proceedings other than those brought by or in the right of
the corporation, shall be subject to the conditions that the indemnified
representative shall give the corporation prompt notice of any proceeding, that
the corporation shall have complete charge of the defense of such proceeding and
the right to select counsel for the indemnified representative, and that the
indemnified representative shall assist and cooperate fully in all matters
respecting the proceeding and its defense or settlement. The corporation may
waive any or all of the conditions set forth in the preceding sentence. Any such
waiver shall be applicable only to the specific payment for which the waiver is
made and shall not in any way obligate the corporation to grant such waiver at
any future time. In the event of a conflict of interest between the indemnified
representative and the corporation that would disqualify the corporation's
counsel from representing the indemnified representative under the rules of
professional conduct applicable to attorneys, it shall be the policy of the
corporation to waive any or all of the foregoing conditions subject to such
limitations or conditions as the corporation shall deem to be reasonable in the
circumstances.
 
    (e)  For purposes of this Article:
 
        (1) "indemnified capacity" means any and all past, present, or future
    services by an indemnified representative in one or more capacities as a
    director, officer, employee, or agent of the corporation or, at the request
    of the corporation, as a director, officer, employee, agent, fiduciary, or
    trustee of another corporation, partnership, joint venture, trust, employee
    benefit plan, or other entity or enterprise; any indemnified representative
    serving an affiliate of the corporation in any capacity shall be deemed to
    be doing so at the request of the corporation; an "affiliate of the
    corporation" means an entity that directly, or indirectly through one or
    more intermediaries, controls, or is controlled by, or is under common
    control with, the corporation;
 
        (2) "indemnified representative" means any and all directors, officers,
    and employees of the corporation and any other person designated as an
    indemnified representative by the Board of Directors of the corporation;
 
        (3) "liability" means any damage, judgment, amount paid in settlement,
    fine, penalty, punitive damage, excise tax assessed with respect to an
    employee benefit plan, or cost or expense of any nature (including, without
    limitation, expert witness fees, costs of investigation, litigation and
    appeal costs, attorneys' fees, and disbursements); and
 
        (4) "proceeding" means any threatened, pending, or completed action,
    suit, appeal, or other proceeding of any nature, whether civil, criminal,
    administrative, or investigative, whether formal or informal, whether
    external or internal to the corporation, and whether brought by or in the
    right of the corporation, a class of its security holders or otherwise.
 
    Section 2. ADVANCING EXPENSES. As provided by the Colorado Business
Corporation Act and to the maximum extent permitted by such law, the corporation
shall pay the reasonable expenses incurred in good
 
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faith by an indemnified representative in advance of the final disposition of a
proceeding described in Section 1. Before making any such advance payment of
expenses, the corporation shall receive an undertaking by or on behalf of the
indemnified representative to repay such amount if it shall ultimately be
determined that such person is not entitled to be indemnified by the corporation
pursuant to this Article. Such undertaking shall be an unlimited, unsecured
general obligation of the indemnified representative and shall be accepted
without reference to the ability of such person to make repayment. No advance
shall be made by the corporation if a determination is reasonably and promptly
made by the Board of Directors by majority vote of a quorum of disinterested
directors, or (if such a quorum is not obtainable or, even if obtainable, a
quorum of disinterest directors so directs) by independent legal counsel in a
written opinion, that, based upon the facts known to the Board or counsel at the
time such determination is made, the indemnified representative has acted in
such a manner as to permit or require the denial of indemnification pursuant to
the provisions of Section 1.
 
                                 ARTICLE SEVEN
                                 MISCELLANEOUS
 
    Section 1. CORPORATE SEAL. The official seal for the corporation shall be
circular in form and shall contain the name of the corporation and the words,
"Corporate Seal" and "Colorado."
 
    Section 2. FISCAL YEAR. The fiscal year of the corporation shall be as
established by the Board of Directors.
 
    Section 3. WAIVER OF NOTICE. When any notice is required to be given to any
shareholder or Director of the corporation under the provisions of these Bylaws
or under the provisions of the Articles of Incorporation or under the provisions
of the Colorado Business Corporation Act, a waiver thereof, in writing, signed
by the person entitled to such notice whether before, at, or after the time
stated therein, shall be equivalent to the giving of such notice.
 
    Section 4. ADOPTION OR AMENDMENT OF BYLAWS. The Board of Directors shall
have power, to the maximum extent permitted by the Colorado Business Corporation
Act, to make, amend and repeal the Bylaws of the corporation at any regular or
special meeting of the Board unless the shareholders, in making, amending or
repealing a particular bylaw, expressly provide that the Directors may not amend
or repeal such bylaw. The shareholders also shall have the power to make, amend
or repeal the Bylaws of the corporation at any annual meeting or at any special
meeting called for that purpose.
 
    Section 5. GENDER. The masculine gender is used in these Bylaws as a matter
of convenience only and shall be interpreted to include the feminine and neuter
genders as the circumstances indicate.
 
    Section 6. CONFLICTS. In the event of any irreconcilable conflict between
these Bylaws and either the corporation's Articles of Incorporation or
applicable law, the latter shall control.
 
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