<PAGE>   1


                                                                     EXHIBIT 3.3


                              AMENDED AND RESTATED

                                    BYLAWS OF

                          VENTURE CATALYST INCORPORATED



                              ARTICLE I - PURPOSES

        SECTION 1.01 PURPOSE. This corporation is organized for any and all
lawful purposes for which corporations may be organized under the Utah Revised
Business Corporation Act, as amended, as set forth in the corporation's Articles
of Incorporation.


                              ARTICLE II - OFFICES

        SECTION 2.01 OFFICES. The principal office of the corporation may be
located at any place, either in or outside the State of Utah, as designated in
the corporation's most current Annual Report filed with the Utah Division of
Corporations and Commercial Code. The corporation may have such other offices,
either in or outside the State of Utah, as the board of directors may designate
or as the business of the corporation may require from time to time. The
corporation shall maintain at its principal office a copy of certain records, as
specified in Section 16-10a-1601 of the Utah Revised Business Corporation Act.

        SECTION 2.02 REGISTERED OFFICE. The registered office of the
corporation, required by Section 16-10a-501 of the Utah Revised Business
Corporation Act, shall be located in the State of Utah and may be, but need not
be, identical with the corporation's principal office (if located in the State
of Utah). The address of the registered office may be changed from time to time.


                           ARTICLE III - SHAREHOLDERS

        SECTION 3.01 ANNUAL MEETING. The corporation shall hold an annual
meeting of shareholders at such time, date and place as the board of directors
shall determine, for the purpose of electing directors and for the transaction
of such other business as may come before the meeting.


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        SECTION 3.02 SPECIAL MEETING. The corporation shall hold a special
meeting of the shareholders:

                (i) on call of its board of directors, the chairman of the board
        of directors; or

                (ii) if the holders of shares representing at least ten percent
        (10%) of all the votes entitled to be cast on any issue that is proposed
        to be considered at a special meeting sign, date and deliver to the
        corporation's secretary one or more written demands for the meeting,
        stating the purpose or purposes for which it is to be held.

        SECTION 3.03 PLACE OF MEETINGS. The board of directors may designate any
place, either in or outside the State of Utah, as the place at which any annual
or special meeting is to be held. If no designation is made, the meeting shall
be held at the corporation's principal office.

        SECTION 3.04 ACTION WITHOUT A MEETING.

                (a) ACTION BY WRITTEN CONSENT. Any action required or permitted
to be taken at a meeting of the shareholders may be taken without a meeting and
without prior notice if one or more consents in writing, setting forth the
action so taken, are signed by the holders of outstanding shares having not less
than the minimum number of votes that would be necessary to authorize or take
the action at a meeting at which all shares entitled to vote thereon were
present and voted.

                (b) NOTICE OF ACTION. Unless the written consents of all
shareholders entitled to vote have been obtained, notice of any shareholder
approval without a meeting shall be given at least ten (10) days before the
consummation of the action authorized by the approval to:

                (i) those shareholders entitled to vote who have not consented
        in writing; and

                (ii) those shareholders not entitled to vote and to whom the
        Utah Revised Business Corporation Act requires that notice of the
        proposed action be given.

The notice must contain or be accompanied by the same material that, under the
Utah Revised Business Corporation Act and these Bylaws, would have been required
to be sent in a notice of meeting at which the proposed action would have been
submitted to the shareholders for action.


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                (c) WITHDRAWAL OF CONSENT. Any shareholder giving a written
consent or the shareholder's proxyholder, or a transferee of the shares or a
personal representative of the shareholder or their respective proxyholder, may
revoke the consent by a signed writing describing the action and stating that
the shareholder's prior consent is revoked, if the writing is received by the
corporation prior to the effectiveness of the action.

                (d) EFFECTIVE DATE OF ACTION. An action taken pursuant to this
Section 3.04 is not effective unless all written consents on which the
corporation relies for the taking of an action pursuant to subsection (a) are
received by the corporation within a sixty (60) day period and not revoked
pursuant to subsection (c). Action taken pursuant to this Section 3.04 is
effective as of the date the last written consent necessary to effect the action
is received by the corporation, unless all of the written consents necessary to
effect the action specify a later date as the effective date of the action, in
which case the later date shall be the effective date of the action. If the
corporation has received written consents as contemplated by subsection (a)
signed by all shareholders entitled to vote with respect to the action, the
effective date of the action may be any date that is specified in all the
written consents as the effective date of the action

                (e) ELECTION OF DIRECTORS. Notwithstanding subsection (a),
directors may not be elected by written consent except by unanimous written
consent of all shares entitled to vote for the election of directors.

                (f) RECORD DATE. If not otherwise determined under Section 3.06
of these Bylaws, the record date for determining shareholders entitled to take
action without a meeting or entitled to be given notice under subsection (b) of
action so taken is the date the first shareholder delivers to the corporation a
writing upon which the action is taken pursuant to subsection (a).

        SECTION 3.05 NOTICE OF MEETING.

                (a) NOTICE REQUIRED. The corporation shall give notice to
shareholders of the date, time and place of each annual and special
shareholders' meeting no fewer than ten (10) nor more than sixty (60) days
before the meeting date. Notice shall be deemed effective at the earlier of (i)
when deposited in the United States mail, addressed to the shareholder at his or
her address as it appears on the stock transfer books of the corporation, with
postage thereon prepaid; (ii) on the date shown on the return receipt if sent by
registered or certified mail, return receipt requested, and the receipt is
signed by or on behalf of the addressee; (iii) when received; or (iv) five (5)
days after deposit in the United States mail mailed postpaid and correctly
addressed to an address other than that shown in the corporation's current
record of shareholders.


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                (b) EXCEPTION TO NOTICE REQUIREMENT. Notwithstanding any
requirement in these Bylaws or elsewhere that notice be given, the corporation
shall not be required to give notice to any shareholder to whom:

                (i) a notice of two (2) consecutive annual meetings, and all
        notices of meetings during the period between the two (2) consecutive
        annual meetings, have been mailed, addressed to the shareholder at the
        shareholder's address as shown on the corporation's records, and have
        been returned undeliverable; or

                (ii) at least two (2) payments, if sent by first class mail, of
        dividends or interest on securities during a twelve (12) month period,
        have been mailed, addressed to the shareholder at the shareholder's
        address as shown on the records of the corporation, and have been
        returned undeliverable.

                (c) CONTENTS OF NOTICE.

                (i) The notice of every shareholders' meeting must state the
        place, day and time of the meeting.

                (ii) Notice of an annual meeting need not include a description
        of the purpose or purposes for which the meeting is called, except for
        those matters specified by law or these Bylaws for which specific notice
        must be given.

                (iii) Notice of a special meeting must include a description of
        the purpose or purposes for which the meeting is called.

                (iv) If a purpose of any shareholder meeting is to consider
        either (1) a proposed amendment of the Articles of Incorporation
        (including any restated Articles requiring shareholder approval); (2) a
        plan of merger or share exchange; (3) the sale, lease, exchange or other
        disposition of all, or substantially all of the corporation's property;
        (4) the dissolution of the corporation; or (5) the removal of a
        director, the notice must so state and be accompanied by respectively a
        copy or summary of the (1) amendment; (2) plan of merger or share
        exchange; and (3) a description of the transaction involving the
        disposition of all or substantially all the corporation's property. If
        the proposed corporate action creates dissenters' rights under Part 13
        of the Utah Revised Business Corporation Act, the notice must state that
        shareholders are, or may be, entitled to assert dissenters' rights, and
        must be accompanied by a copy of such Part 13.

                (d) WAIVER OF NOTICE. A shareholder may waive any notice
required by these Bylaws, before or after the date and time stated in the notice
as the date or time


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when any action will occur or has occurred. The waiver must be in writing, be
signed by the shareholder entitled to the notice, and be delivered to the
corporation for inclusion in the minutes or filing with the corporate records.

                (e) WAIVER BY ATTENDANCE. A shareholder's attendance at a
meeting:

                (i) waives objection to lack of notice or defective notice of
        the meeting, unless the shareholder at the beginning of the meeting
        objects to holding the meeting or transacting business at the meeting
        because of lack of notice or defective notice; and

                (ii) in the case of a special meeting, waives objection to
        consideration of a particular matter at the meeting that is not within
        the purposes described in the meeting notice, unless the shareholder
        objects to considering the matter when it is presented.

        SECTION 3.06 RECORD DATE FOR MEETINGS AND OTHER ACTIONS.

                (a) FIXING OF RECORD DATE. The board of directors by resolution
may fix a record date in order to determine the shareholders entitled to receive
notice of a shareholders' meeting, and to determine the shareholders who are
entitled to take action without a meeting, to demand a special meeting, to vote,
or to take any other action. Such record date may not be more than seventy (70)
days before the meeting or action requiring the determination of shareholders.

                (b) DEFAULT RECORD DATE. If the board of directors does not fix
a record date, the record date for determining shareholders entitled to notice
of and to vote at an annual or special shareholders' meeting is the close of
business on the date before the first notice is delivered to shareholders.

                (c) ADJOURNMENT. A determination of shareholders entitled to
notice of or to vote at a shareholders' meeting is effective for any adjournment
of the meeting 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,

        SECTION 3.07 RECORD DATE OF DIVIDENDS AND OTHER DISTRIBUTIONS. The board
of directors may fix a future date as the record date for determining
shareholders entitled to dividends and other distributions, other than one
involving a purchase, redemption, or other acquisition of the corporation's
shares. If the board of directors does not fix a record date, the record date is
the date the board of directors authorizes the distribution.


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        SECTION 3.08 MEETINGS BY TELECOMMUNICATION. Shareholders may participate
in a meeting by, or the meeting may be conducted through the use of, conference
telephone or similar means of communication by which all persons participating
in the meeting can hear one another during the meeting. A shareholder
participating in a meeting by this means is considered to be present at the
meeting.

        SECTION 3.09 VOTING LISTS.

                (a) REQUIREMENTS FOR VOTING LIST. After fixing a record date for
a shareholders' meeting, the corporation shall prepare a list of the names of
all its shareholders who are entitled to be given notice of the meeting. The
list must be arranged by voting group, and within each voting group by class or
series of shares. The list must be alphabetical within each class or series and
must show the address of, and the number of shares held by, each shareholder.

                (b) INSPECTION OF VOTING LIST PRIOR TO A MEETING. The
shareholders' list must be available for inspection by any shareholder,
beginning on the earlier of ten (10) days before the meeting for which the list
was prepared or two (2) business days after notice of the meeting is given and
continuing through the meeting and any meeting adjournments, at the
corporation's principal office of at a place identified in the meeting notice in
the city in which the meeting will be held.

                (c) INSPECTION OF VOTING LIST AT THE MEETING. The corporation
shall make the shareholders' list available at the meeting, and any shareholder,
or any shareholder's agent or attorney is entitled to inspect the list at any
time during the meeting or any adjournment, for any purpose germane to the
meeting.

                (d) EFFECT ON MEETING. The corporation's refusal or failure to
prepare or make available the shareholders' list does not affect the validity of
action taken at the meeting.

        SECTION 3.10 PROXIES.

                (a) MANNER OF VOTING. At all meetings of shareholders, a
shareholder may vote his or her shares in person or by proxy.

                (b) APPOINTMENT OF PROXY. A shareholder may appoint a proxy by
signing an appointment form, either personally or by the shareholder's attorney
in fact.

                (c) EFFECTIVE DATE. A proxy is effective when received by the
corporation.


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                (d) TERM. A proxy is valid for eleven (11) months unless a
longer period is expressly provided in the appointment form.

                (e) REVOCATION. An appointment of a proxy is revocable by the
shareholder, and is revoked upon the death or incapacity of the shareholder
(upon receipt of notice of either event by the secretary or other officer or
agent authorized to tabulate votes before the proxy exercises the authority
under the appointment), unless the 6 appointment form conspicuously states that
it is irrevocable and the appointment is coupled with an interest.

        SECTION 3.11 VOTING ENTITLEMENT OF SHARES. Each outstanding share is
entitled to vote is entitled to one (1) vote upon each matter submitted to a
vote at a meeting of shareholders.

        SECTION 3.12 QUORUM. Shares entitled to vote at a meeting may take
action on a matter at a meeting only if a quorum of those shares exists with
respect to that matter. A majority of the votes entitled to be cast on a matter
constitutes a quorum for action on that matter. Once a quorum is present, it
shall be deemed to continue for the remainder of the meeting and for any
adjournment of that meeting, unless a new record date is or must be set for that
adjourned meeting.

        SECTION 3.13 VOTE REQUIRED TO TAKE ACTION FOR OTHER THAN ELECTION OF
DIRECTORS. If a quorum exists, action on a matter, other than the election of
directors, is approved if the votes cast favoring the action exceed the votes
cast opposing the action, except where a greater number of affirmative votes is
otherwise required by law.

        SECTION 3.14 VOTING FOR DIRECTORS.

                (a) MANNER OF VOTING. At each election of directors, every
shareholder entitled to vote at the election has the right to cast, in person,
or by proxy, all of the votes to which the shareholders shares are entitled for
as many persons as there are directors to be elected and for whose election the
shareholder has the right to vote. Shareholders shall not have a right to
cumulate their votes for the election of directors.

                (b) VOTE REQUIRED. Directors are elected by a plurality of the
votes cast by the shares entitled to vote in the election, at a meeting of
shareholders at which a quorum is present.

        SECTION 3.15 CONDUCT OF MEETINGS. The board of directors may adopt by
resolution such rules and regulations for the conduct of meetings of
shareholders as it shall deem appropriate. Except to the extent inconsistent
with such rules and regulations adopted by the board of directors, the chair of
any meeting of shareholders shall have the


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right and authority to prescribe such rules, regulations and procedures and to
all such acts as, in the judgment of the chair, are appropriate for the conduct
of the meeting. Such rules, regulations and procedures, whether adopted by the
board of directors or prescribed by the chair, may include, without limitation,
the following: (a) the establishment of an agenda or order of business for the
meeting, (b) rules and procedures for maintaining order at the meeting and the
safety of those present, (c) limitations on attendance at or participation in
the meeting to shareholders of record, their duly authorized and constituted
proxies or such other persons as the chair of the meeting shall determine, (d)
restrictions on entry to the meeting after the time fixed for commencement
thereof, and (e) limitations on the time allotted to questions or comments by
participants. Unless and to the extent determined by the board of directors or
the chair of the meeting, meetings of shareholders shall not be required to be
held in accordance with the rules of parliamentary procedure.


                         ARTICLE IV- BOARD OF DIRECTORS

        SECTION 4.01 GENERAL POWERS. The business and affairs of the corporation
shall be managed under the direction of its board of directors.

        SECTION 4.02 NUMBER. The number of directors of the corporation shall be
not less than three (3) nor more than ten (10), with the exact number of
directors within such parameters to be set by resolution of the board of
directors from time to time; provided that no decrease in the number of
directors shall have the effect of shortening the term of any incumbent
director.

        SECTION 4.03 CHAIR. One (1) director may be designated by a majority of
the full board of directors as chair of the board. The chair of the board shall
preside at all meetings of the board of directors.

        SECTION 4.04 ELECTION. The directors shall be elected at each annual
meeting of the shareholders. If the directors are not elected at an annual
meeting, or if an annual meeting is not held, then the directors may be elected
at any special meeting of the shareholders held for that purpose.

        SECTION 4.05 TERM. The terms of the initial directors of the corporation
expire at the first shareholders' meeting at which directors are elected. The
terms of all other directors expire at the next annual shareholders' meeting
following their election. Despite the expiration of a director's term, the
director shall continue to serve until the election and qualification of a
successor or until there is a decrease in the number of directors, or until such
director's earlier death, resignation or removal from office.


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        SECTION 4.06 QUALIFICATIONS. Directors need not be residents of the
State of Utah or shareholders of the corporation.

        SECTION 4.07 RESIGNATION. Any director of the corporation may resign at
any time by giving written notice to the corporation. A resignation is effective
when the notice is received by the corporation unless the notice specifies a
later effective date.

        SECTION 4.08 REMOVAL.

                (a) SHAREHOLDERS' RIGHT TO REMOVE DIRECTORS. The shareholders
may remove one or more directors with or without cause. A director may be
removed only at a meeting called for that purpose.

                (b) NOTICE REQUIREMENT. The notice of the meeting at which a
director is to be removed must state that the purpose, or one of the purposes,
of the meeting is to remove the director.

                (c) VOTE REQUIRED. A director may be removed only if the number
of votes cast to remove the director exceeds the number of votes cast against
removal.

        SECTION 4.09 VACANCIES. Any vacancy occurring among the directors,
including a vacancy resulting from an increase in the number of directors, may
be filled by the affirmative vote of a majority of the remaining directors,
although less than a quorum, or by the shareholders. A director elected to fill
a vacancy shall be elected for the unexpired term of his or her predecessor in
office.

        SECTION 4.10 COMPENSATION. By resolution of the board of directors, the
directors may be paid their expenses, if any, of attendance at each meeting of
the board of directors, and may be paid a fixed sum for attendance at each
meeting of the board of directors or stated salaries as directors. 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 4.11 REGULAR MEETINGS. By resolution, the board of directors may
determine the time and place, either within or without the State of Utah, for
the holding of regular meetings without other notice than such resolution.

        SECTION 4.12 SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the chairman of the board or
fifty percent (50%) or more of the directors. The person or persons authorized
to call special meetings of the board of


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directors may fix any place, either within or without the State of Utah as the
place for holding any special meeting of the board of directors called by them.

        SECTION 4.13 ACTION WITHOUT A MEETING. Any action required or permitted
to be taken at a meeting of the board of directors may be taken without a
meeting if a consent in writing, setting forth the action so taken, is signed by
all of the directors. Such consent has the same force and effect as a unanimous
vote of the directors. Action taken under this provision is effective at the
time the last director signs a writing describing the action taken unless, prior
to that time, any director has revoked a consent by a writing signed by the
director and received by the secretary or any other person authorized by the
Bylaws or the board of directors to receive the revocation, or unless the
consent specifies a different effective time.

        SECTION 4.14 NOTICE OF SPECIAL MEETINGS. Notice of any special meeting
shall be given at least one (1) day prior to the date of the meeting. Notice
must be in writing unless oral notice is reasonable under the circumstances.
Notice may be communicated in person, by any form of electronic communication or
by mail or private carrier. The notice need not describe the purpose of the
special meeting, unless otherwise required by law or these Bylaws. Notice will
conclusively be deemed to have been given and shall be effective when personally
delivered (by courier or otherwise); or if given by mail, on the fifth day after
being sent by first class, registered or certified mail; or if given by
telecopy, facsimile or other electronic means, when confirmation of transmission
is indicated by the sender's machines or device.

        SECTION 4.15 WAIVER OF NOTICE.

                (a) WRITTEN WAIVER. Any director may waive notice of any meeting
before or after the date and time of the meeting stated in the notice. Except as
provided in subsection (b) below, the waiver must be in writing and signed by
the director entitled to notice. The waiver shall be delivered to the
corporation for filing with the corporate records, but delivery and filing are
not conditions to its effectiveness.

                (b) WAIVER BY ATTENDANCE. The attendance of a director at or
participation in a meeting waives any required notice to the director of the
meeting unless the director at the beginning of the meeting, or promptly upon
the director's arrival, objects to the holding of the meeting or the transacting
of business at the meeting because of lack of notice or defective notice, and
does not thereafter vote for or assent to action taken at the meeting.

        SECTION 4.16 QUORUM. A majority of the number of directors fixed by
Section 4.02 of these Bylaws constitutes a quorum for the transaction of
business at any meeting of the board of directors.


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        SECTION 4.17 MANNER OF ACTING. The act of a majority of the directors
present at a meeting at which a quorum is present is the act of the board of
directors. Voting by proxy is not permitted.

        SECTION 4.18 MEETINGS BY TELECOMMUNICATION. The board of directors may
permit any or all directors to participate in a regular or special meeting by,
or conduct the meeting through the use of, any means of communication by which
all directors participating may hear each other during the meeting. A director
participating in a meeting by this means is considered present in person at the
meeting.

        SECTION 4.19 PRESUMPTION OF ASSENT. A director of the corporation who is
present at a meeting of the board of directors at which action on any corporate
matter is taken is presumed to have assented to the action taken unless:

                (i) the director objects at the beginning of the meeting, or
        promptly upon arrival, to holding the meeting or transacting business at
        the meeting and does not thereafter vote for or assent to any action
        taken at the meeting;

                (ii) the director contemporaneously requests that his dissent or
        abstention as to any specific action be entered into the minutes of the
        meeting; or

                (iii) the director causes written notice of a dissent or
        abstention as to any specific action to be received by the presiding
        officer of the meeting before adjournment of the meeting or by the
        corporation promptly after adjournment of the meeting.

The right of dissent under this Section as to a specific action shall not be
available to a director who votes in favor of the action taken.


                             ARTICLE V - COMMITTEES

        SECTION 5.01 CREATION OF COMMITTEES. The board of directors by
resolution adopted by a majority of the number of directors fixed by Section
4.02 of these Bylaws may appoint such committees from time to time, either
standing or ad hoc, as it deems necessary or appropriate, including but not
limited to an executive committee as described in Section 5.05 below.

        SECTION 5.02 MEMBERSHIP. Each committee shall consist of not less than
two (2) directors, who shall serve at the pleasure of the board of directors.


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        SECTION 5.03 NOTICE, ETC. Sections 4.08 through 4.16 of these Bylaws,
which govern meetings, actions without meetings, notice, waiver of notice, and
quorum and voting requirements of the board of directors, shall apply to
committees and their members, as well.

        SECTION 5.04 AUTHORITY. Each committee shall have and may exercise all
the authority specified in the resolution by which it is created, except that no
committee shall have any authority to adopt a plan of merger or consolidation,
to recommend to the shareholders the sale, lease or other disposition of all or
substantially all of the property or as of the corporation other than in the
usual and regular course of its business, to recommend to the shareholders a
voluntary dissolution of the corporation, or to amend the Bylaws of the
corporation.

        SECTION 5.05 EXECUTIVE COMMITTEE. The executive committee of the board
of directors, if created pursuant to Section 5.01 of these Bylaws, shall consist
of two (2) or more directors. When the board of directors is not in session, the
executive committee shall have and may exercise all of the authority of the
board of directors except to the extent, if any, that such authority shall be
limited by the resolution appointing the executive committee, and except as
limited by Section 5.04 of these Bylaws.


                              ARTICLE VI - OFFICERS

        SECTION 6.01 NUMBER. The corporation shall have such officers as may be
determined by the board of directors, and may include a president, a vice
president, a secretary, and a treasurer, each of whom shall be appointed by the
board of directors. One or more additional vice presidents (the number to be
determined by the board of directors) and such other officers and assistant
officers and agents as may be deemed necessary may also be appointed by the
board of directors. The board of directors may delegate to any officer of the
corporation or any committee of the board of directors the power to appoint
remove and prescribe the duties of such other officers, assistant officers,
agents and employees. Any two (2) or more offices may be held by the same
person.

        SECTION 6.02 APPOINTMENT AND TERM OF OFFICE. The officers of the
corporation shall be appointed by the board of directors or by any officer to
whom or committee of the board of directors to which the power of appointment
has been delegated. Each officer shall hold office until such officer's
successor has been appointed or until such officer's death or until such officer
shall resign or shall have been removed in the manner provided below. The
appointment of an officer shall not itself create any contract rights with the
corporation.


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        SECTION 6.03 REMOVAL. Any officer, assistant, agent or employee may be
removed, with or without cause, at any time by the board of directors, or by any
officer to whom or committee of the board of directors to which such power of
removal has been delegated but such removal shall be without prejudice to the
contract rights, if any, of the person so removed.

        SECTION 6.04 RESIGNATION. An officer may resign at any time by giving
written notice of resignation to the corporation. A resignation of an officer is
effective when it is received by the corporation, unless the notice specifies a
later effective date. An officer's resignation does not affect the corporation's
contract rights, if any, with the officer.

        SECTION 6.05 VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the board
of directors or by any officer to whom or committee of the board of directors to
which such power has been delegated.

        SECTION 6.06 THE CHAIRMAN OF THE BOARD. The chairman of the board,
unless otherwise specified by the board of directors, shall be the chief
executive officer of the corporation and, under the direction of the board of
directors, shall in general supervise and control all the business and affairs
of the corporation. The chairman of the board shall, when present, preside at
all meetings of the shareholders and at meetings of the board of directors. The
chairman of the board may hire, prescribe the duties of, and fire employees, and
may delegate such authority in whole or in part to any other officer or
employee. The chairman of the board may sign, with the secretary or any other
proper officer of the corporation thereunto authorized by the board of
directors, certificates for shares of the corporation, and any deeds, mortgages,
bonds, contracts, or other instruments which the board of directors has
authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the board of directors or by these
Bylaws to some other officer or agent of the corporation, or shall be required
by law to be otherwise signed or executed; and, in general, shall perform all
duties incident to the office of chief executive officer and such other duties
as may be prescribed by the board of directors from time to time.

        SECTION 6.07 THE PRESIDENT. The president is the chief operating officer
of the corporation and has, subject to the direction of the chairman of the
board, if any, general supervision, direction and control of the day-to-day
operations of the business and officers of the corporation. The president has
the general powers and duties as may be prescribed by the board of directors.
The president may sign, with the secretary or any other proper officer of the
corporation thereunto authorized by the board of directors, certificates for
shares of the corporation, and any deeds, mortgages, bonds, contracts, or other
instruments which the board of directors has authorized to be executed, except
in cases where the signing and execution thereof shall be expressly delegated by
the board of


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directors or by these Bylaws to some other officer or agent of the corporation,
or shall be required by law to be otherwise signed or executed. In the absence
of a chairman of the board, or if there is no chairman of the board, the
president shall, in addition, be the chief executive officer of the corporation
and shall have the powers and duties described in Section 6.06 herein.

        SECTION 6.08 THE VICE PRESIDENT. In the absence of the president, or in
the event of the president's death, inability or refusal to act, the vice
president (or in the event there is more than one vice president, the vice
presidents in the order designated by the board of directors, or in the absence
of any designation, then in the order of their election) shall perform the
duties of the president, and when so acting, shall have all the powers of and be
subject to all the restrictions upon the president. Any vice president may sign,
with the secretary or an assistant secretary, certificates for shares of the
corporation; and shall perform such other duties as from time to time may be
assigned to him or her by the president or by the board of directors.

        SECTION 6.09 THE SECRETARY. The secretary shall (a) keep the minutes of
the shareholders' and of the board of directors' meetings in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these Bylaws or as required by law; (c) be custodian of
the corporate records and of the seal of the corporation and affix such seal to
documents when authorized; (d) keep a register of the address of each
shareholder which shall be furnished to the secretary by such shareholder; (e)
sign with the chairman of the board, president, or a vice president,
certificates for shares of the corporation, the issuance of which shall have
been authorized by resolution of the board of directors; (f) have general charge
of the stock transfer books of the corporation; (g) maintain the records
required under Section 16-10a-1601 of the Utah Revised Business Corporation Act;
and (h) 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 of directors. In the absence of a secretary and any
assistant secretaries, the president shall perform these duties.

        SECTION 6.10 THE TREASURER. If required by the board of directors, the
treasurer shall give a bond for the faithful discharge of his or her duties in
such sum and with such surety or sureties as the board of directors shall
determine. He or she shall: (a) have charge and custody of and be responsible
for all funds and securities of the corporation; (b) 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 such banks, trust
companies or other depositories as shall be selected in accordance with the
provisions of Section 8.04 of these Bylaws; and (c) 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 of
directors. In the absence of a treasurer, the secretary shall perform such
duties.


                                      -14-
<PAGE>   15

        SECTION 6.11 ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The
assistant secretaries, when authorized by the board of directors, may sign with
the chairman of the board, president or a vice president certificates for shares
of the corporation, the issuance of which shall have been authorized by a
resolution of the board of directors. The assistant treasurers shall
respectively, if required by the board of directors, give bonds for the faithful
discharge of their duties in such sums and with such sureties as the board of
directors shall determine. The assistant secretaries and assistant treasurer, in
general, shall perform such duties as shall be assigned to them by the secretary
or the treasurer, respectively, or by the president or the board of directors.

        SECTION 6.12 COMPENSATION. The compensation of the officers shall be
fixed from time to time by the board of directors and no officer shall be
prevented from receiving such compensation by reason of the fact that he or she
is also a director of the corporation.


            ARTICLE VII - CERTIFICATES FOR SHARES AND THEIR TRANSFER

        SECTION 7.01 CERTIFICATES FOR SHARES.

                (a) SHAREHOLDER'S RIGHT TO A CERTIFICATE; CONTENTS. Shares may
but need not be represented by certificates. Unless required by law, the rights
and obligations of shareholders are not affected by whether or not their shares
are represented by certificates. Notwithstanding anything herein to the
contrary, every owner of shares of stock of the corporation may request to have
a certificate or certificate, in a form approved by the board of directors,
certifying the number and class and series of shares of the stock of the
corporation owned by such shareholder. Such certificates shall be consecutively
numbered in the order in which they are issued.

                (b) SIGNATURES. Each certificate shall be signed by chairman of
the board or the president or a vice president and by the secretary or an
assistant secretary, or by such other officers as may be designated from time to
time by the board of directors. Any or all of the signatures on the certificates
may be a facsimile. In case any officer, transfer agent or registrar who has
signed, or whose facsimile signature has been placed upon, any such certificate,
shall cease to hold such office or position before the certificate is issued,
the certificate may nevertheless be issued by the corporation with the same
effect as if the person who signed the certificate, or whose facsimile signature
has been placed on the certificate, still held such office or position at the
date of issue.

                (c) SHAREHOLDER REGISTER. A record shall be kept of the names
and addresses of the persons and entities owning the capital stock of the
corporation, the number and class and series of shares represented by each stock
certificate, and the date


                                      -15-
<PAGE>   16

thereof, and when canceled, the date of cancellation. Every certificate
surrendered to the corporation for exchange or transfer must be canceled, and no
new certificate or certificates may be issued in exchange for any existing
certificate until the existing certificate has been canceled, except in cases
provided for in Section 7.05.

        SECTION 7.02 TRANSFERS OF STOCK. Transfers of shares of stock of the
corporation shall be made only on the books of the corporation by the registered
holder of such shares, or by such holder's attorney as authorized by a power of
attorney duly executed and filed with the secretary, or with a transfer clerk or
a transfer agent appointed as provided in Section 7.04, and upon surrender of
the certificate or certificates representing such shares properly endorsed for
transfer, or when proper instructions with respect to the transfer of
uncertificated shares are received by the transfer agent appointed as provided
in Section 7.04. The person in whose name shares of stock stand on the books of
the corporation shall be deemed the owner of such shares for all purposes as
regards the corporation. Whenever any transfer of shares is made for collateral
security, and not absolutely, such fact shall be indicated in the entry of
transfer if, when the certificate or certificates are presented to the
corporation for transfer, both the transferor and the transferee request the
corporation to do so.

        SECTION 7.03 REGULATIONS. The board of directors may make such rules and
regulations as it deems expedient, not inconsistent with these Bylaws,
concerning the issue, transfer and registration of certificates representing
shares of the corporation's capital stock.

        SECTION 7.04 TRANSFER AGENT. The board of directors may appoint, or
authorize any officer or officers to appoint, one or more transfer agents and
one or more registrars, and may require all certificates for stock to bear the
signature or signatures of any of them.

        SECTION 7.05 LOST, STOLEN, DESTROYED, AND MUTILATED CERTIFICATES. If any
stock certificate is lost, stolen, destroyed, or mutilated, the corporation may
issue another certificate in its place upon proof of such loss, theft,
destruction, or mutilation and upon receipt by the corporation of a bond of
indemnity in such form and for such amount as the board of directors may direct;
provided, however, that a new certificate may be issued without requiring any
bond when the board of directors determines that it is proper.

        SECTION 7.06 LEGENDS. Each stock certificate shall contain such legend
or other statements as may be required by the Utah Revised Business Corporation
Act, the Utah Uniform Securities Act, the federal securities laws, and any
agreement between the corporation and the applicable shareholder. Failure to
comply with the requirements of this Section 7.06 shall not affect the validity
of any certificate of stock which is otherwise issued in accordance with the
provisions of this Article VII.


                                      -16-
<PAGE>   17

              ARTICLE VIII - CONTRACTS, LOANS, CHECKS AND DEPOSITS

        SECTION 8.01 CONTRACTS. The board of directors 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, and such
authority may be general or confined to specific instances.

        SECTION 8.02 LOANS. No loans may be contracted on behalf of the
corporation and no promissory notes or other evidences of indebtedness may be
issued in its name unless authorized by a resolution of the board of directors.
Such authority may be general or confined to specific instances. No loan may be
made by the corporation secured by its unissued shares.

        SECTION 8.03 CHECKS, 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 as may from time to time be determined by
resolution of the board of directors.

        SECTION 8.04 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 depositaries as the board of directors
may select.


                              ARTICLE IX DIVIDENDS

        SECTION 9.01 DIVIDENDS. The board of directors may from time to time
declare, and the corporation may pay, dividends on its outstanding shares in the
manner and upon the terms and conditions provided by law and the corporation's
Articles of Incorporation.


                           ARTICLE X - INDEMNIFICATION

        SECTION 10.01 DEFINITIONS. As used in this Article X:

                (a) "Corporation" includes any domestic or foreign entity that
is a predecessor of the corporation by reason of a merger or other transaction
in which the predecessor's existence ceased upon consummation of the
transaction.

                (b) "Director" means an individual who is or was a director of
the corporation or an individual who, while a director of the corporation, is or
was serving at the corporation's request as a director, officer, partner,
trustee, employee fiduciary, or


                                      -17-
<PAGE>   18

agent of another corporation or other person or of an employee benefit plan. A
director is considered to be serving an employee benefit plan at the
corporation's request if his or her duties to the corporation also impose duties
on, or otherwise involve services by, him or her to the plan or to participants
in or beneficiaries of the of the plan. "Director" includes, unless the context
requires otherwise, the estate or personal representative of a director.

                (c) "Expenses" include counsel fees.

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

                (e) "Officer," "employee," fiduciary," and "agent" include any
person who, while serving the indicated relationship to the corporation, is or
was serving at the corporation's request as a director, officer, partner,
trustee, employee, fiduciary, or agent of another corporation or other person or
of an employee benefit plan. An officer, employee, fiduciary, or agent is
considered to be serving an employee benefit plan at the corporation's request
if the person's duties to the corporation also impose duties on, or otherwise
involve services by, that person to the plan or participants in, or
beneficiaries of the plan. Unless the context requires otherwise, such terms
include the estates or personal representatives of such persons.

                (f) "Official capacity" means:

                    (i) when used with respect to a director, the office of
        director in the corporation; and

                    (ii) when used with respect to a person other than a
        director, as contemplated in Section 10.07, the office in the
        corporation held by the officer of the employment, fiduciary, or agency
        relationship undertaken by him or her on behalf of the corporation,

                "Official capacity" does not include service for any other
corporation, other person, or employee benefit plan.

                (g) "Party" includes an individual who was, is, or is threatened
to be made a named defendant or respondent in a proceeding.

                (h) "Proceeding" means any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative, or
investigative and whether formal or informal.


                                      -18-
<PAGE>   19

        SECTION 10.02 AUTHORITY TO INDEMNIFY DIRECTORS.

                (a) Except as provided in Subsection 10.02(d), the corporation
shall indemnify an individual made a party to a proceeding because he or she is
or was a director, against liability incurred in the proceeding if:

                        (i) his or her conduct was in good faith; and

                        (ii) he or she reasonably believed that his or her
                conduct was in, or not opposed to, the corporation's best
                interests; and

                        (iii) in the case of any criminal proceeding, he or she
                had no reasonable cause to believe his conduct was unlawful.

                (b) A director's conduct with respect to any employee benefit
plan for a purpose he or she reasonably believed to be in or not opposed to the
interests of the participants in and beneficiaries of the plan is conduct that
satisfies the requirement of Subsection 10.02(a)(ii).

                (c) The termination of a proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent is
not, of itself, determinative that the director did not meet the standard of
conduct described in this section.

                (d) The corporation may not indemnify a director under this
section:

                        (i) in connection with a proceeding by or in the right
                of the corporation in which the director was adjudged liable to
                the corporation; or

                        (ii) in connection with any other proceeding charging
                that the director derived an improper personal benefit, whether
                or not involving action in his or her official capacity, in
                which proceeding he or she was adjudged liable on the basis that
                he or she derived an improper personal benefit.

                (e) Indemnification permitted under this Section 10.02 in
connection with a proceeding by or in the right of the corporation is limited to
reasonable expenses incurred in connection with the proceeding.

        SECTION 10.03 MANDATORY INDEMNIFICATION OF DIRECTORS. The corporation
shall indemnify a director who was successful, on the merits or otherwise, in
the defense of any proceeding, or in the defense of any proceeding, or in the
defense of any claim, issue, or matter in the proceeding, to which he or she was
a party because he or she is or was a


                                      -19-
<PAGE>   20

director of the corporation, against reasonable expenses incurred by him or her
in connection with the proceeding or claim with respect to which he or she has
been successful.

        SECTION 10.04 ADVANCE OF EXPENSES FOR DIRECTORS.

                (a) The corporation shall pay for or reimburse the reasonable
expenses incurred by a director who is a party to a proceeding in advance of
final disposition of the proceeding if:

                (i) the director furnishes the corporation a written affirmation
        of his or her good faith belief that he or she has met the applicable
        standard of conduct described in Section 10.02;

                (ii) the director furnishes to the corporation a written
        undertaking, executed personally or on his or her behalf, to repay the
        advance if it is ultimately determined that he or she did not meet the
        standard of conduct; and

                (iii) a determination is made that the facts then known to those
        making the determination would not preclude indemnification under this
        part.

                (b) The undertaking required by Subsection 10.04(a)(ii) must be
an unlimited general obligation of the director but need not be secured and
shall be accepted without reference to financial ability to make repayment.

                (c) Determination of payments under this section shall be made
in the manner specified in Section 10.06.

        SECTION 10.05 COURT-ORDERED INDEMNIFICATION OF DIRECTOR. A director of
the corporation who is or was a party to a proceeding may apply for
indemnification to the court conducting the proceeding or to another court of
competent jurisdiction. On receipt of an application, the court, after giving
any notice the court considers necessary, may order indemnification in the
following manner:

                (a) if the court determines that the director is entitled to
mandatory indemnification, in which case the court shall also order the
corporation to pay the director's reasonable expenses incurred to obtain
court-ordered indemnification; and

                (b) if the court determines that the director is fairly and
reasonably entitled to indemnification in view of all the relevant
circumstances, whether or not the director met the applicable standard of
conduct set forth in Section 10.02 or was adjudged liable as described in
Subsection 10.02(d), the court may order indemnification as the


                                      -20-
<PAGE>   21

court determines to be proper, except that the indemnification with respect to
any proceeding in which liability has been adjudged in the circumstances
described in Subsection 10.02(d) is limited to reasonable expenses incurred.

        SECTION 10.06 DETERMINATION OF INDEMNIFICATION OF DIRECTORS.

                (a) A corporation may not advance expenses to a director under
Section 10.04 until after the written affirmation and undertaking required by
Subsection 10.04(a)(ii) are received and the determination required by
Subsection 10.04(a)(iii) has been made.

                (b) The determinations required by Subsection 10.06(a) shall be
made:

                    (i) by the board of directors by a majority vote of those
            present at a meeting at which a quorum is present, and only those
            directors not parties to the proceeding shall be counted in
            satisfying the quorum; or

                    (ii) If a quorum cannot be obtained as contemplated in
            Subsection 10.06(b)(i), by a majority vote of a committee of the
            board of directors designated by the board of directors, which
            committee shall consist of two or more directors not parties to the
            proceeding, except that directors who are parties to the proceeding
            may participate in the designation of directors for the committee;
            or

                    (iii) by special legal counsel:

                        (1) selected by the board of directors or its committee
                in the manner prescribed in Subsections 10.06(b)(i) and (ii); or

                        (2) if a quorum of the board of directors cannot be
                obtained under Subsection 10.06(b)(i) and a committee cannot be
                designated under Subsection 10.06(b)(ii), selected by a majority
                vote of the full board of directors, in which selection
                directors who are parties to the proceeding may participate; or

                    (iv) by the shareholders, by a majority of the votes
            entitled to be cast by holders of qualified shares (as defined in
            the Utah Revised Business Corporation Act) present in person or by
            proxy at a meeting.

                (c) A majority of the votes entitled to be cast by the holders
of all qualified shares constitutes a quorum for purposes of action that
complies with this section. Shareholders' action that otherwise complies with
this section is not affected by the presence of holders, or the voting, of
shares that are not qualified shares.


                                      -21-
<PAGE>   22

        SECTION 10.07 INDEMNIFICATION OF OFFICERS, EMPLOYEES, FIDUCIARIES, AND
AGENTS.

                (a) an officer of the corporation is entitled to mandatory
indemnification under Section 10.03, and is entitled to apply for court-ordered
indemnification under Section 10.05, in each case to the same extent as a
director;

                (b) the corporation shall indemnify and advance expenses to an
officer, employee, fiduciary, or agent of the corporation to the same extent as
to a director; and

                (c) the corporation may also indemnify and advance expenses to
an officer, employee, fiduciary, or agent who is not a director to a greater
extent, if not inconsistent with public policy and if provided for by specific
action of the board of directors, or contract.

        SECTION 10.08 INSURANCE. The corporation may purchase and maintain
liability insurance on behalf of a person who is or was a director, officer,
employee, fiduciary, or agent of the corporation, or who, while serving as a
director, officer, employee, fiduciary, or agent of the corporation, is or was
serving at the request of the corporation as a director, officer, partner,
trustee, employee, fiduciary, or agent of another foreign or domestic
corporation or other person, or of an employee benefit plan, against liability
asserted against or incurred by him or her in that capacity or arising from his
or her status as a director, officer, employee, fiduciary, or agent, whether or
not the corporation would have power to indemnify him or her against the same
liability under Sections 10.02, 10.03 or 10.07. Insurance may be procured from
any insurance company designated by the board of directors, whether the
insurance company is formed under the laws of this state or any other
jurisdiction of the United States or elsewhere, including any insurance company
in which the corporation has an equity or any other interest through stock
ownership or otherwise.

        SECTION 10.09 LIMITS ON DIRECTORS' LIABILITY. Pursuant to the
corporation's Articles of Incorporation, and to the fullest extent permitted by
the Utah Revised Business Corporation Act, as the same exists or may hereafter
be amended, no director of the corporation shall be personally liable to the
corporation or its shareholders for monetary damages for any action taken or any
failure to take any action, as a director.

        SECTION 10.10 SAVINGS CLAUSE. If this Article or any portion thereof
shall be invalidated on any ground by any court of competent jurisdiction, then
the corporation shall nevertheless indemnify each officer and director as to
expenses, including attorneys' fees, judgments, fines and amounts paid in
settlement with respect to any action, suit or proceeding, whether civil,
criminal, administrative or investigative, and whether internal or external,
including without limitation a grand jury proceeding and an action or suit


                                      -22-
<PAGE>   23

brought by or in the right of the corporation, to the full extent permitted by
any applicable portion of this Article that shall not have been invalidated, or
by any other applicable law.


                           ARTICLE XI - MISCELLANEOUS

        SECTION 11.01 SEAL. The board of directors may provide a corporate seal,
which shall be in the form of a circle and shall bear the name of the
corporation and words and figures showing that the corporation was incorporated
in the State of Utah and the year of incorporation.

        SECTION 11.02 AMENDMENTS. These Bylaws, or any of them may be altered,
amended or repealed, and new Bylaws may be made, (i) by the board of directors,
by vote of a majority of the directors then in office, acting at any meeting of
the board of directors, or (ii) by the shareholders, by vote of a majority of a
quorum of the shareholders, at any annual meeting of shareholders, without
previous notice, or at any special meeting of shareholders, provided that notice
of such proposed amendment, modification, repeal or adoption is given in the
notice of special meeting. Except as otherwise provided in the corporation's
Articles of Incorporation, any Bylaws made or altered by the shareholders may be
altered or repealed by either the board of directors or the shareholders.

        SECTION 11.03 FISCAL YEAR. Unless otherwise specified by the board of
directors, the fiscal year of the corporation shall end on the 30th day of June
in each year.

        SECTION 11.04 VOTING OF STOCK IN OTHER CORPORATIONS. Unless otherwise
ordered by the board of directors, chairman of the board, the president and each
vice president shall have full power and authority on behalf of the corporation
to attend any meeting of shareholders of any corporation in which the
corporation may hold stock, to vote the stock held by the corporation, to
exercise on behalf of the corporation at any such meeting any and all of the
rights and powers incident to the ownership of such stock, and to execute and
deliver on behalf of the corporation proxies and consents in connection with the
exercise by the corporation of the rights and powers incident to the ownership
of such stock. The board of directors may, from time to time, confer like powers
upon any other person or persons.




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