<PAGE>
 
                                                                     EXHIBIT 3.2



                                ZERO CORPORATION
                             A DELAWARE CORPORATION

                                     BYLAWS



                                   ARTICLE I

                                    Offices

     Section 1.  Registered Office.  The registered office of ZERO Corporation
(the "Corporation") shall be at Corporation Trust Center, 1209 Orange Street,
City of Wilmington, County of New Castle, State of Delaware, and the name of the
registered agent in charge thereof shall be The Corporation Trust Company.

     Section 2.  Principal Office.  The principal office for the transaction of
the business of the Corporation shall be at such place as the Board of Directors
of the Corporation (the "Board") may determine.  The Board is hereby granted
full power and authority to change said principal office from one location to
another.

     Section 3.  Other Offices.  The Corporation may also have an office or
offices at such other place or places, either within or without the State of
Delaware, as the Board may from time to time determine or as the business of the
Corporation may require.


                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     Section 1.  Place of Meetings.  All annual meetings of stockholders and all
other meetings of stockholders shall be held either at the principal office or
at any other place within or without the State of Delaware which may be
designated by the Board pursuant to authority hereinafter granted to the Board.

     Section 2.  Annual Meetings.  Annual meetings of stockholders of the
Corporation for the purpose of electing directors and for the transaction of
such other proper business as may come before such meetings may be held at such
time, date and place as the Board shall determine by resolution.

     Section 3.  Special Meetings.  Special meetings of stockholders of the
Corporation for any purpose or purposes may only be called in accordance with
the provisions in the Certificate of Incorporation.

     Section 4.  Notice of Meetings.  Except as otherwise required by law,
notice of each meeting of stockholders, whether annual or special, shall be
given not less than ten (10) nor more than sixty
<PAGE>
 
(60) days before the date of the meeting to each stockholder of record entitled
to vote at such meeting by delivering a typewritten or printed notice thereof to
such stockholder personally, or by depositing such notice in the United States
mail, in a postage prepaid envelope, directed to such stockholder at such
stockholder's post office address furnished by such stockholder to the Secretary
of the Corporation for such purpose, or, if such stockholder shall not have
furnished an address to the Secretary for such purpose, then at such
stockholder's post office address last known to the Secretary, or by
transmitting a notice thereof to such stockholder at such address by telegraph,
cable or wireless.  Except as otherwise expressly required by law, no
publication of any notice of a meeting of the stockholders shall be required.
Every notice of a meeting of stockholders shall state the place, date and hour
of the meeting, and, in the case of a special meeting, shall also state the
purpose for which the meeting is called. Notice of any meeting of stockholders
shall not be required to be given to any stockholder to whom notice may be
omitted pursuant to applicable Delaware law or who shall have waived such
notice, and such notice shall be deemed waived by any stockholder who shall
attend such meeting in person or by proxy, except a stockholder who shall attend
such meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened. Except as otherwise expressly required by law, notice of any
adjourned meeting of stockholders need not be given if the time and place
thereof are announced at the meeting at which the adjournment is taken.

     Section 5.  Quorum.  Except as otherwise required by law, the holders of
record of a majority in voting interest of the shares of stock of the
Corporation entitled to be voted thereat, present in person or by proxy, shall
constitute a quorum for the transaction of business at any meeting of
stockholders of the Corporation or any adjournment thereof.  Subject to the
requirement of a larger percentage vote contained in the Certificate of
Incorporation, these Bylaws or by statute, the stockholders present at a duly
called or held meeting at which a quorum is present may continue to do business
until adjournment, notwithstanding the withdrawal of enough stockholders to
leave less than a quorum, if any action taken (other than adjournment) is
approved by at least a majority of the shares required to constitute a quorum.
In the absence of a quorum at any meeting or any adjournment thereof, a majority
in voting interest of the stockholders present in person or by proxy and
entitled to vote thereat or, in the absence therefrom of all the stockholders,
any officer entitled to preside at, or to act as secretary of, such meeting may
adjourn such meeting from time to time.  At any such adjourned meeting at which
a quorum is present, any business may be transacted which might have been
transacted at the meeting as originally called.
<PAGE>
 
     Section 6.  Voting.

     A.  Each stockholder shall, at each meeting of stockholders, be entitled to
vote in person or by proxy each share of the stock of the Corporation having
voting rights on the matter in question and which shall have been held by such
stockholder and registered in such stockholder's name on the books of the
Corporation:

          (i)  on the date fixed pursuant to Article VI, Section 5 of these
     Bylaws as the record date for the determination of stockholders entitled to
     notice of and to vote at such meeting, or

          (ii) if no such record date shall have been so fixed, then (a) at the
     close of business on the day next preceding the day on which notice of the
     meeting shall be given or (b) if notice of the meeting shall be waived, at
     the close of business on the day next preceding the day on which the
     meeting shall be held.

     B.  Shares of its own stock belonging to the Corporation or to another
corporation, if a majority of the shares entitled to vote in the election of
directors in such other corporation is held, directly or indirectly, by the
Corporation, shall neither be entitled to vote nor be counted for quorum
purposes.  Persons holding stock of the Corporation in a fiduciary capacity
shall be entitled to vote such stock.  Persons whose stock is pledged shall be
entitled to vote, unless in the transfer by the pledgor on the books of the
Corporation the pledgor shall have expressly empowered the pledgee to vote
thereon, in which case only the pledgee, or the pledgee's proxy, may represent
such stock and vote thereon.  Stock having voting power standing of record in
the names of two or more persons, whether fiduciaries, members of a partnership,
joint tenants, tenants in common, tenants by the entirety or otherwise, or with
respect to which two or more persons have the same fiduciary relationship, shall
be voted in accordance with the provisions of the Delaware General Corporation
Law.

     C.  Any such voting rights may be exercised by the stockholder entitled
thereto in person or by such stockholder's proxy appointed by an instrument in
writing, subscribed by such stockholder or by such stockholder's attorney
thereunto authorized and delivered to the secretary of the meeting; provided,
however, that no proxy shall be voted or acted upon after three years from its
date unless said proxy shall provide for a longer period.  The attendance at any
meeting of a stockholder who may theretofore have given a proxy shall not have
the effect of revoking the same unless such stockholder shall in writing so
notify the secretary of the meeting prior to the voting of the proxy.  At any
meeting of stockholders, all matters, except as otherwise provided in the
Certificate of Incorporation, in these Bylaws or by law, shall be decided by the
vote of a majority in voting interest of the stockholders present in person or
by proxy and entitled to vote thereat and thereon, a quorum being present.  The
vote at any meeting of stockholders on
<PAGE>
 
any question need not be by ballot, unless so directed by the chairman of the
meeting.  On a vote by ballot each ballot shall be signed by the stockholder
voting, or by such stockholder's proxy, if there be such proxy, and it shall
state the number of shares voted.

     Section 7.  List of Stockholders.  The Secretary of the Corporation shall
prepare and make, at least ten (10) days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of such stockholder.  Such list shall be open
to the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten (10) days prior to
the meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held.  The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.

     Section 8.  Judges.  If at any meeting of stockholders a vote by written
ballot shall be taken on any question, the chairman of such meeting may appoint
a judge or judges to act with respect to such vote.  Each judge so appointed
shall first subscribe an oath faithfully to execute the duties of a judge at
such meeting with strict impartiality and according to the best of such judge's
ability.  Such judges shall decide upon the qualification of the voters and
shall report the number of shares represented at the meeting and entitled to
vote on such question, shall conduct and accept the votes, and, when the voting
is completed, shall ascertain and report the number of shares voted respectively
for and against the question.  Reports of judges shall be in writing and
subscribed and delivered by them to the Secretary of the Corporation.  The
judges need not be stockholders of the Corporation, and any officer of the
Corporation may be a judge on any question other than a vote for or against a
proposal in which such ofiicer shall have a material interest.


                                  ARTICLE III

                               BOARD OF DIRECTORS

     Section 1.  General Powers.  Subject to any requirements in the Certificate
of Incorporation, these Bylaws, and of the Delaware General Corporation Law as
to action which must be authorized or approved by the stockholders, any and all
corporate powers shall be exercised by or under the authority of, and the
business and affairs of the Corporation shall be under the direction of, the
Board of Directors to the fullest extent permitted by law.  Without limiting the
generality of the foregoing, it is hereby expressly declared that the Board
shall have the following powers, to wit:
<PAGE>
 
          A.  To select and remove all the officers, agents and employees of the
     Corporation, prescribe such powers and duties for them as may not be
     inconsistent with law, the Certificate of Incorporation or these Bylaws,
     fix their compensation, and require from them security for faithful
     service.

          B.  To conduct, manage and control the affairs and business of the
     Corporation, and to make such rules and regulations therefor not
     inconsistent with law, the Certificate of Incorporation or these Bylaws, as
     it may deem best.

          C.  To change the location of the registered office of the Corporation
     in Article I, Section 1 hereof; to change the principal office and the
     principal office for the transaction of the business of the Corporation
     from one location to another as provided in Article I, Section 2 hereof; to
     fix and locate from time to time one or more subsidiary offices of the
     Corporation within or without the State of Delaware as provided in Article
     I, Section 3 hereof; to designate any place within or without the State of
     Delaware for the holding of any meeting or meetings of stockholders, and to
     adopt, make and use a corporate seal, and to prescribe the forms of
     certificates of stock, and to alter the form of such seal and of such
     certificates from time to time, and in its judgment as it may deem best,
     provided such seal and such certificate shall at all times comply with the
     provisions of law.

          D.  To authorize the issue of shares of stock of the Corporation from
     time to time, upon such terms and for such considerations as may be lawful.

          E.  To borrow money and incur indebtedness for the purposes of the
     Corporation, and to cause to be executed and delivered therefor, in the
     corporate name, promissory notes, bonds, debentures, deeds of trust and
     securities therefor.

          F.  By resolution adopted by a majority of the authorized number of
     directors, to designate an executive and other committees, each consisting
     of one or more directors, to serve at the pleasure of the Board, and to
     prescribe the manner in which proceedings of such committee or committees
     shall be conducted.

     Section 2.  Number and Term of Office.  The authorized number of directors
of the Corporation shall be eight (8) until this Section 2 is amended by a
resolution duly adopted by the Board or by the stockholders of the Corporation,
in either case in accordance with the provisions of Article XIV of the
Certificate of Incorporation.  Directors need not be stockholders.  Each of the
directors of the Corporation shall hold office until such director's successor
shall have been duly elected and qualified or until such director shall resign
or shall have been removed in the manner provided in the Certificate of
Incorporation.
<PAGE>
 
     Section 3.  Election of Directors.  The directors shall be elected by the
stockholders of the Corporation, and at each election, the persons receiving the
greatest number of votes, up to the number of directors then to be elected,
shall be the persons then elected.  The election of directors is subject to any
provisions contained in the Certificate of Incorporation relating thereto,
including any provisions for a classified Board and for cumulative voting.

     Section 4.  Resignations.  Any director of the Corporation may resign at
any time by giving written notice to the Board or to the Secretary of the
Corporation.  Any such resignation shall take effect at the time specified
therein, or, if the time be not specified, it shall take effect immediately upon
receipt; and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

     Section 5.  Vacancies.  Except as otherwise provided in the Certificate of
Incorporation, any vacancy in the Board, whether because of death, resignation,
disqualification, an increase in the number of directors, or any other cause,
may be filled by vote of the majority of the remaining directors, although less
than a quorum.  Each director so chosen to fill a vacancy shall hold office
until such director's successor shall have been elected and shall qualify or
until such director shall resign or shall have been removed.

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

     Section 6.  Place of Meeting.  The Board or any committee thereof may hold
any of its meetings at such place or places within or without the State of
Delaware as the Board or such committee may from time to time by resolution
designate or as shall be designated by the person or persons calling the meeting
or in the notice or a waiver of notice of any such meeting.  Directors may
participate in any regular or special meeting of the Board or any committee
thereof by means of conference telephone or similar communications equipment
pursuant to which all persons participating in the meeting of the Board or such
committee can hear each other, and such participation shall constitute presence
in person at such meeting.

     Section 7.  First Meeting.  The Board shall meet as soon as practicable
after each annual election of directors, and notice of such first meeting shall
not be required.

     Section 8.  Regular Meetings.  Regular meetings of the Board may be held at
such times as the Board shall from time to time by resolution determine.  If any
day fixed for a regular meeting shall be a legal holiday at the place where the
meeting is to be held, then the meeting shall be held at the same hour and place
on the next succeeding business day not a legal holiday.  Except as provided by
law, notice of regular meetings need not be given.
<PAGE>
 
     Section 9.  Special Meetings.  Special meetings of the Board for any
purpose or purposes shall be called at any time by the Chairman of the Board or,
if the Chairman of the Board is absent or unable or refuses to act, by the
President.  Except as otherwise provided by law or by these Bylaws, written
notice of the time and place of special meetings shall be delivered personally
to each director, or sent to each director by mail or by other form of written
communication, including but not limited to facsimile transmission and telex,
charges prepaid, addressed to such director at such director's address as it is
shown upon the records of the Corporation, or, if it is not so shown on such
records and is not readily ascertainable, at the place in which the meetings of
the directors are regularly held.  In case such notice is mailed, telegraphed,
telexed, facsimiled, or sent by overnight courier it shall be deposited in the
United States mail, delivered to the telegraph company in the County in which
the principal office for the transaction of the business of the Corporation is
located or deposited with an overnight courier service at least forty-eight (48)
hours prior to the time of the holding of the meeting.  In case such notice is
delivered personally as above provided, it shall be delivered at least twenty-
four (24) hours prior to the time of the holding of the meeting.  Such mailing,
telegraphing,  telexing, facsimiling or overnight delivery as above provided
shall be due, legal and personal notice to such director.  Except where
otherwise required by law or by these Bylaws, notice of the purpose of a special
meeting need not be given.  Notice of any meeting of the Board shall not be
required to be given to any director who is present at such meeting, except a
director who shall attend such meeting for the express purpose of objecting, at
the beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened.

     Section 10.  Quorum and Manner of Acting.  Except as otherwise provided in
these Bylaws, the Certificate of Incorporation or by applicable law, the
presence of a majority of the authorized number of directors shall be required
to constitute a quorum for the transaction of business at any meeting of the
Board, and all matters shall be decided at any such meeting, a quorum being
present, by the affirmative votes of a majority of the directors present.  A
meeting at which a quorum is initially present may continue to transact business
notwithstanding the withdrawal of directors, provided any action taken is
approved by at least a majority of the required quorum for such meeting.  In the
absence of a quorum, a majority of directors present at any meeting may adjourn
the same from time to time until a quorum shall be present. Notice of any
adjourned meeting need not be given.  The directors shall act only as a Board,
and the individual directors shall have no power as such.

     Section 11.  Action by Consent.  Any action required or permitted to be
taken at any meeting of the Board or of any committee thereof may be taken
without a meeting if consent in writing is given thereto by all members of the
Board or of such committee, as the case may be, and such consent is filed with
the minutes of proceedings of the Board or committee.
<PAGE>
 
     Section 12.  Compensation.  Directors who are not employees of the
Corporation or any of its subsidiaries may receive an annual fee for their
services as directors in an amount fixed by resolution of the Board, and, in
addition, a fixed fee, with or without expenses of attendance, may be allowed by
resolution of the Board for attendance at each meeting, including each meeting
of a committee of the Board.  Nothing herein contained shall be construed to
preclude any director from serving the Corporation in any other capacity as an
officer, agent, employee, or otherwise, and receiving compensation therefor.

     Section 13.  Committees.  The Board may, by resolution passed by a majority
of the whole Board, designate one or more committees,  each committee to consist
of one or more of the directors of the Corporation.  Any such committee, to the
extent provided in the resolution of the Board and subject to any restrictions
or limitations on the delegation of power and authority imposed by applicable
Delaware law, shall have and may exercise all the powers and authority of the
Board in the management of the business and affairs of the Corporation, and may
authorize the seal of the Corporation to be affixed to all papers which may
require it.  Any such committee shall keep written minutes of its meetings and
report the same to the Board at the next regular meeting of the Board.  Unless
the Board or these Bylaws shall otherwise prescribe the manner of proceedings of
any such committee, meetings of any such committee may be regularly scheduled in
advance and may be called at any time by the chairman of the committee or by any
two members thereof; otherwise, the provisions of these Bylaws with respect to
notice and conduct of meetings of the Board shall govern.


                                   ARTICLE IV

                                    OFFICERS

     Section 1.  Officers.  The officers of the Corporation shall be a Chairman
of the Board, a Vice Chairman of the Board, a President, one or more Vice
Presidents (the number thereof and their respective titles to be determined by
the Board), a Secretary and a Treasurer and such other officers as may be
appointed at the discretion of the Board in accordance with the provisions of
Section 3 of this Article IV.

     Section 2.  Election.  The officers of the Corporation, except such
officers as may be appointed or elected in accordance with the provisions of
Section 3 or Section 5 of this Article IV, shall be chosen annually by the Board
at the first meeting thereof, and each officer shall hold office until such
officer shall resign or shall be removed or otherwise disqualified to serve, or
until such officer's successor shall be elected and qualified.

     Section 3.  Other Officers.  In addition to the officers chosen annually by
the Board at its first meeting, the Board also
<PAGE>
 
may appoint or elect such other officers as the business of the Corporation may
require, each of whom shall have such authority and perform such duties as are
provided in these Bylaws or as the Board may from time to time specify, and
shall hold office until such officer shall resign or shall be removed or
otherwise disqualified to serve, or until such officer's successor shall be
elected and qualified.

     Section 4.  Removal and Resignation.  Any officer may be removed, either
with or without cause, by resolution of the Board passed by a majority of the
directors at the time in office, at any regular or special meeting of the Board,
or, except in case of an officer chosen by the Board, by any officer upon whom
such power of removal may be conferred by the Board.

     Section 5.  Vacancies.  A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled in the
manner prescribed in these Bylaws for regular appointments to such office.

     Section 6.  Chairman of the Board.  The Chairman of the Board shall preside
at all meetings of stockholders and at all meetings of the Board.

     Section 7.  President.  The President shall be the chief executive officer
of the Corporation and shall, subject to the control of the Board, have general
supervision, direction and control of the business and affairs of the
Corporation.  The President shall have the general powers and duties of
management usually vested in the chief executive officer of a corporation, and
shall have such other powers and duties as may be prescribed by the Board or
these Bylaws.

     Section 8.  Vice Chairman of the Board.  In the absence or disability of
the Chairman of the Board, or in the event and during the period of a vacancy in
that office, the Vice Chairman of the Board shall perform all the duties of the
Chairman of the Board, and when so acting shall have all of the powers of, and
be subject to all of the restrictions upon, the Chairman of the Board of the
Corporation.

     Section 9.  Vice President.  Each Vice President shall have such powers and
perform such duties with respect to the administration of the business and
affairs of the Corporation as may from time to time be assigned to such Vice
President by the President or the Board, or as may be prescribed by these
Bylaws.  In the absence or disability of the President, the Vice Presidents in
order of their rank as fixed by the Board, or if not ranked, the Vice President
designated by the Board, shall perform all of 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.
<PAGE>
 
     Section 10.  Secretary.  The Secretary shall keep, or cause to be kept, at
the principal office of the Corporation, or such other place as the Board may
order, a book of minutes of all meetings of directors and stockholders, with the
time and place of holding, whether regular or special, and if special, how
authorized and the notice thereof given, the names of those present at meetings
of directors, the number of shares present or represented at meetings of
stockholders, and the proceedings thereof.

     The Secretary shall keep, or cause to be kept, at the principal office of
the Corporation's transfer agent, a share register, or a duplicate share
register, showing the name of each stockholder, the number of shares of each
class held by such stockholder, the number and date of certificates issued for
such shares, and the number and date of cancellation of every certificate
surrendered for cancellation.

     The Secretary shall give, or cause to be given, notice of all meetings of
stockholders and of the Board required by these Bylaws or by law to be given,
and shall keep the seal of the Corporation in safe custody and shall affix and
attest the seal to all documents to be executed on behalf of the Corporation
under its seal, and shall have such other powers and perform such other duties
as may be prescribed by these Bylaws or assigned by the Board, the President or
any officer of the Corporation to whom the Secretary may report.  If for any
reason the Secretary shall fail to give notice of any special meeting of the
Board called by one or more of the persons identified in Article III, Section 9
hereof, then any such person or persons may give notice of any such special
meeting.

     Section 11.  Treasurer.  The Treasurer shall supervise, have custody of and
be responsible for all funds and securities of the Corporation.  The Treasurer
shall deposit all moneys and other valuables in the name and to the credit of
the Corporation with such depositaries as may be designated by the Board or in
accordance with authority delegated by the Board.  The Treasurer shall disburse
the funds of the Corporation as may be ordered or authorized by the Board, shall
render to the President or the Board whenever they request it, an account of all
of the Treasurer's transactions, and shall have such other powers and perform
such other duties as may be prescribed by these Bylaws or assigned by the Board,
the President or any officer of the Corporation to whom the Treasurer may
report.

     The Treasurer shall keep and maintain, or cause to be kept and maintained,
adequate and correct accounts of the properties and business transactions of the
Corporation, including accounts of its assets, liabilities, receipts,
disbursements, gains, losses, capital, surplus and shares.  Any surplus,
including earned surplus, paid-in surplus and surplus arising from a reduction
of stated capital, shall be classified according to source and shown in a
separate account.  The books of account shall at all reasonable times be open to
inspection by any director.
<PAGE>
 
     The Treasurer also shall supervise the maintenance of adequate and correct
accounts of the properties and business transactions of all subsidiaries of the
Corporation and shall have such other powers and perform such other duties as
may from time to time be prescribed by these Bylaws or assigned to the Treasurer
by the Board, the President or any officer of the Corporation to whom the
Treasurer may report.

     Section 12.  Chairman Emeritus.  The officers of the Corporation shall
include the honorary position of Chairman Emeritus, which position shall be held
by John B. Gilbert, founder of the Corporation.  The Chairman Emeritus shall
perform such duties as may from time to time be assigned by the Board.



                                   ARTICLE V

                 Contracts, Checks, Drafts, Bank Accounts, Etc.

     Section 1.  Execution of Contracts.  The Board, except as in these Bylaws
otherwise provided, may authorize any officer or officers, or agent or agents,
to enter into any contract or execute any instrument in the name of and on
behalf of the Corporation, and such authority may be general or confined to
specific instances; and unless so authorized by the Board or by these Bylaws, no
officer, agent or employee shall have any power or authority to bind the
Corporation by any contract or engagement or to pledge its credit or to render
it liable for any purpose or in any amount.

     Section 2.  Checks, Drafts, Etc.  All checks, drafts or other orders for
payment of money, notes or other evidence of indebtedness, issued in the name of
or payable to the Corporation, shall be signed or endorsed by such person or
persons and in such manner as, from time to time, shall be determined by
resolution of the Board.  Each such officer, assistant, agent or attorney shall
give such bond, if any, as the Board may require.

     Section 3.  Deposits.  All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositories as the Board may select, or as may
be selected by any officer or officers, assistant or assistants, agent or
agents, or attorney or attorneys of the Corporation to whom such power shall
have been delegated by the Board. For the purpose of deposit and for the purpose
of collection for the account of the Corporation, the Chairman of the Board, the
President, any Vice President or the Treasurer (or any other officer or
officers, assistant or assistants, agent or agents, or attorney or attorneys of
the Corporation who shall from time to time be determined by the Board) may
endorse, assign and deliver checks, drafts and other orders for the payment of
money which are payable to the order of the Corporation.
<PAGE>
 
     Section 4.  General and Special Bank Accounts.  The Board may from time to
time authorize the opening and keeping of general and special bank accounts with
such banks, trust companies or other depositories as the Board may select or as
may be selected by any officer or officers, assistant or assistants, agent or
agents, or attorney or attorneys of the Corporation to whom such power shall
have been delegated by the Board.  The Board may make such special rules and
regulations with respect to such bank accounts, not inconsistent with the
provisions of these Bylaws, as it may deem expedient.

                                   ARTICLE VI

                           SHARES AND THEIR TRANSFER

     Section 1.  Certificates for Stock.  Every owner of stock of the
Corporation shall be entitled to have a certificate or certificates, to be in
such form as the Board shall prescribe, certifying the number and class of
shares of the stock of the Corporation owned by such owner.  The certificates
representing shares of such stock shall be numbered in the order in which they
shall be issued and shall be signed in the name of the Corporation by the
Chairman of the Board, the President or any Vice President, and by the Secretary
or the Treasurer.  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 have
ceased to be such officer, transfer agent or registrar before such certificate
is issued, such certificate may nevertheless be issued by the Corporation with
the same effect as though the person who signed such certificate, or whose
facsimile signature shall have been placed thereupon, were such officer,
transfer agent or registrar at the date of issue.  A record shall be kept of the
respective names of the persons, firms or corporations owning the stock
represented by such certificates, the number and class of shares represented by
such certificates,  respectively, and the respective dates thereof, and in case
of cancellation, the respective dates of cancellation.  Every certificate
surrendered to the Corporation for exchange or transfer shall be cancelled, and
no new certificate or certificates shall be issued in exchange for any existing
certificate until such existing certificate shall have been so cancelled, except
in cases provided for in Section 4 of this Article VI.

     Section 2.  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 thereof, or by such holder's attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary or with a transfer clerk or
a transfer agent appointed as provided in Section 3 of this Article VI, and upon
surrender of the certificate or certificates for such shares properly endorsed
and the payment of all taxes thereon.  The person in whose name shares of stock
stand on the books of the Corporation shall be deemed the owner thereof for all
purposes as regards the
<PAGE>
 
Corporation.  Whenever any transfer of shares shall be made for collateral
security, and not absolutely, such fact shall be so expressed in the entry of
transfer if, when the certificate or certificates shall be presented to the
Corporation for transfer, both the transferor and the transferee request the
Corporation to do so.

     Section 3.  Regulations.  The Board may make such rules and regulations as
it may deem expedient, not inconsistent with these Bylaws, concerning the issue,
transfer and registration of certificates for shares of the stock of the
Corporation.  It may appoint, or authorize any officer or officers to appoint,
one or more transfer clerks or 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 4.  Lost, Stolen, Destroyed, and Mutilated Certificates.  In any
case of loss, theft, destruction, or mutilation of any certificate of stock,
another may be issued in its place upon proof of such loss, theft, destruction,
or mutilation and upon the giving of a bond of indemnity to the Corporation in
such form and in such sum as the Board may direct; provided, however, that a new
certificate may be issued without requiring any bond when, in the judgment of
the Board, it is proper so to do.

     Section 5.  Fixing Date for Determination of Stockholders of Record.

     A.  In order that the Corporation may determine the stockholders entitled
to notice of or to vote at any meeting of stockholders or any adjournment
thereof, the Board may fix a record date, which record date shall not precede
the date upon which the resolution fixing the record date is adopted by the
Board, and which record date shall not be more than sixty (60) nor less than ten
(10) days before the date of such meeting.  If no record date is fixed by the
Board, the record date for determining stockholders entitled to notice of or to
vote at a meeting of stockholders shall be at the close of business on the day
next preceding the day on which the meeting is held.  A determination of
stockholders entitled to notice of or to vote at a meeting of stockholders shall
apply to any adjournment of such meeting; provided, however, that the Board may
fix a new record date for the adjourned meeting.

     B.  In order that the Corporation may determine the stockholders entitled
to receive payment of any dividend or other distribution or allotment of any
rights or the stockholders entitled to exercise any rights in respect of any
change, conversion or exchange of stock, or for the purpose of any other lawful
action, the Board may fix a record date, which record date shall not precede the
date upon which the resolution fixing the record date is adopted, and which
record date shall be not more than sixty (60) days prior to such action.  If no
record date is fixed, the record date for determining stockholders for any such
purpose shall be at the close of business on the day on which the Board adopts
the resolution relating thereto.
<PAGE>
 
                                  ARTICLE VII

             LIMITATION ON DIRECTOR LIABILITY AND INDEMNIFICATION

     Section 1.  Limitation of Director Liability.  To the fullest extent
permitted by the Delaware General Corporation Law as the same exists or may
hereafter be amended, a director of the Corporation shall not be liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director.

     Section 2.  Scope of Indemnification.  The Corporation shall indemnify, in
the manner and to the fullest extent permitted by law, any person (or the estate
of any person) who is or was a party to, or is threatened to be made a party to,
any threatened, pending or completed action, suit or proceeding, whether or not
by or in the right of the Corporation, and whether civil, criminal,
administrative, investigative or otherwise, by reason of the fact that such
person is or was a director, officer, employee, agent or fiduciary of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee, agent or fiduciary of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee,
agent or fiduciary of another corporation, partnership, joint venture, trust or
other enterprise.  The Corporation may, to the fullest extent permitted by law,
purchase and maintain insurance on behalf of any such person against any
liability which may be asserted against such person.  To the fullest extent
permitted by law the indemnification provided herein shall include, expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
and, in the manner provided by law, any such expenses may be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding.  The indemnification provided herein shall not be deemed to limit
the right of the Corporation to indemnify any other person for any such expenses
to the fullest extent permitted by law, nor shall it be deemed exclusive of any
other rights to which any person seeking indemnification from the Corporation
may be entitled under any agreement, vote of stockholders or disinterested
directors, or otherwise, both as to action in such person's official capacity
and as to action in another capacity while holding such office.


                                  ARTICLE VIII

                                 MISCELLANEOUS

     Section 1.  Seal.  The Board shall adopt a corporate seal, which shall be
in the form of a circle and shall bear the name of the Corporation and words
showing that the Corporation was incorporated in the State of Delaware.

     Section 2.  Waiver of Notices.  Whenever notice is required to be given by
these Bylaws or the Certificate of Incorporation or by
<PAGE>
 
law, the person entitled to said notice may waive such notice in writing, either
before or after the time stated therein, and such waiver shall be deemed
equivalent to notice.

     Section 3.  Amendments.  Except as otherwise provided herein or in the
Certificate of Incorporation, these Bylaws, or any of them, may be altered,
amended, repealed or rescinded and new Bylaws may be adopted, (A) by the Board,
or (B) by the stockholders, at any annual meeting of stockholders or at any
special meeting of stockholders, provided that notice of such proposed
alteration, amendment, repeal, recission or adoption is given in the notice of
meeting.

     Section 4.  Representation of Other Corporations.  The Chairman or Vice
Chairman of the Board or the President or the Secretary or any Vice President of
the Corporation is authorized to vote, represent and exercise on behalf of the
Corporation all rights incident to any and all shares of any other corporation
or corporations standing in the name of the Corporation.  The authority herein
granted to said officers to vote or represent on behalf of the Corporation any
and all shares held by the Corporation in any other corporation or corporations
may be exercised either by such officers in person or by any person authorized
so to do by proxy or power of attorney duly executed by such officers.
<PAGE>