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                                                                     EXHIBIT 3.1

                                 SRS LABS, INC.
                                     BYLAWS*


                             STOCKHOLDERS' MEETINGS

         1. Time and Place of Meetings. All meetings of the stockholders for the
election of Directors or for any other purpose shall be held at such time and
place, within or without the State of Delaware, as may be designated by the
Board of Directors, or by the Chairman of the Board of Directors, the President
or the Secretary in the absence of a designation by the Board of Directors, and
stated in the notice of meeting. The Chairman of the Board of Directors may
postpone and reschedule any previously scheduled annual or special meeting of
the stockholders of the Corporation.

         2. Annual Meeting. An annual meeting of the stockholders shall be held
at such date and time as shall be designated from time to time by the Board of
Directors, at which meeting the stockholders shall elect by a plurality vote the
Directors to succeed those whose terms expire and shall transact such other
business as may properly be brought before the meeting in accordance with Bylaw
8.

         3. Special Meetings. Special meetings of the stockholders may be called
only by the Chairman of the Board of Directors or by the Chairman of the Board
of Directors or the Secretary within 10 days after receipt of the written
request of a majority of the total number of Directors which the Corporation
would have if there were no vacancies (the "Whole Board"). Any such request by a
majority of the Whole Board shall be sent to the Chairman of the Board of
Directors and the Secretary and shall state the purpose or purposes of the
proposed meeting. Special meetings of holders of the outstanding Preferred Stock
may be called in the manner and for the purposes provided in the resolutions of
the Board of Directors providing for the issuance of such stock as filed
pursuant to the applicable law of the State of Delaware (a "Preferred Stock
Designation"). At a special meeting of stockholders, only such business shall be
conducted or considered as shall have been stated in the notice of the meeting
given by or at the direction of the Board of Directors.

         4. Notice of Meetings. Written notice of every meeting of the
stockholders, stating the place, date and hour of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be given not less than 10 nor more than 60 days before the date of the
meeting to each stockholder entitled to vote at such meeting, except as
otherwise provided herein or by law. When a meeting is adjourned to another
place, date or time, written notice need not be given of the adjourned meeting
if the place, date and time thereof are announced at the meeting at which the
adjournment is taken; provided, however, that if the adjournment is for more
than 30 days, or if after the adjournment a new record date is fixed for the
adjourned meeting, written notice of the place, date and time of the adjourned
meeting shall be given in conformity herewith. At any adjourned meeting, any
business may be transacted which might have been transacted at the original
meeting.

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*As amended.

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         5. Inspectors. The Board of Directors shall appoint one or more
inspectors of election to act as judges of the voting and to determine those
entitled to vote at any meeting of the stockholders, or any adjournment thereof,
in advance of such meeting, but if the Board of Directors fails to make such
appointment(s) or if an appointee fails to serve, the presiding officer of the
meeting of the stockholders may appoint one or more inspectors (or substitute
inspector(s)) to act at the meeting.

         6. Quorum. Except as otherwise provided by law or in a Preferred Stock
Designation, the holders of a majority of the stock issued and outstanding and
entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business thereat. If, however, such quorum shall not be present or represented
at any meeting of the stockholders, the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have the power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented.

         7. Voting. Except as otherwise provided by law, by the Certificate of
Incorporation or in a Preferred Stock Designation, each stockholder shall be
entitled at every meeting of the stockholders to one vote for each share of
stock having voting power standing in the name of such stockholder on the books
of the Corporation on the record date for the meeting and such votes may be cast
either in person or by written proxy. Every proxy must be duly executed and
filed with the Secretary of the Corporation. A stockholder may revoke any proxy
that is not irrevocable by attending the meeting and voting in person or by
filing an instrument in writing revoking the proxy or another duly executed
proxy bearing a later date with the Secretary of the Corporation. The vote upon
any question brought before a meeting of the stockholders may be by voice vote,
unless otherwise required by the Certificate of Incorporation or these Bylaws or
unless the presiding officer or the holders of a majority of the outstanding
shares of all classes of stock entitled to vote thereon present in person or by
proxy at such meeting shall so determine. Every vote taken by written ballot
shall be counted by the inspector(s) of election. When a quorum is present at
any meeting, the affirmative vote of the holders of a majority of the stock
present in person or represented by proxy at the meeting and entitled to vote on
the subject matter and which has actually voted shall be the act of the
stockholders, except in the election of Directors or as otherwise provided in
these Bylaws, the Certificate of Incorporation, a Preferred Stock Designation or
by law.

         8. Order of Business. (a) The Chairman of the Board of Directors, or
such other officer of the Corporation designated by a majority of the Whole
Board (as defined in Bylaw 3), shall call meetings of the stockholders of the
Corporation to order and shall act as presiding officer thereof. Unless
otherwise determined by the Board of Directors prior to the meeting, the
presiding officer of the meeting of the stockholders shall determine the order
of business and shall have the authority in his discretion to regulate the
conduct of any such meeting, including without limitation by imposing
restrictions on the persons (other than stockholders of the Corporation or their
duly appointed proxies)


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who may attend any such stockholders' meeting, by ascertaining whether any
stockholder or his proxy may be excluded from any such meeting based upon any
determination by the presiding officer, in his sole discretion, that any such
person has unduly disrupted or is likely to disrupt the proceedings thereat, and
by determining the circumstances in which any person may make a statement or ask
questions at any such meeting.

         (b) At an annual meeting of the stockholders, only such business shall
be conducted or considered as shall have been properly brought before the
meeting. To be properly brought before an annual meeting, business must be (i)
specified in the notice of meeting (or any supplement thereto) given by or at
the direction of the Board of Directors, (ii) otherwise properly brought before
the meeting by or at the direction of a majority of the Whole Board, or (iii)
otherwise properly requested to be brought before the meeting by a stockholder
of the Corporation.

         (c) For business to be properly requested to be brought before an
annual meeting by a stockholder of the Corporation, the stockholder (i) must be
a stockholder of record at the time of the giving of the notice for such annual
meeting provided for in the Bylaws of this Corporation, (ii) must be entitled to
vote at such meeting and (iii) must have given timely notice thereof in writing
to the Secretary of the Corporation. To be timely, a stockholder's notice must
be delivered to or mailed and received at the principal executive offices of the
Corporation not less than 60 days nor more than 90 days prior to the first
anniversary of the preceding year's annual meeting; provided, however, that in
the event that the date of the annual meeting is changed by more than 30 days
from such anniversary date, notice by the stockholder to be timely must be so
received not later than the close of business on the 10th day following the day
on which public announcement is first made of the date of the meeting. A
stockholder's notice to the Secretary shall set forth as to each matter the
stockholder proposes to bring before the meeting (i) a brief description of the
business desired to be brought before the annual meeting and the reasons for
conducting such business at the annual meeting, (ii) the name and address, as
they appear on the Corporation's books, of the stockholder proposing such
business and the beneficial owner, if any, on whose behalf the proposal is made,
(iii) the class and number of shares of the Corporation that are owned
beneficially and of record by the stockholder proposing such business and by the
beneficial owner, if any, on whose behalf the proposal is made, and (iv) any
material interest of such stockholder proposing such business and the beneficial
owner, if any, on whose behalf the proposal is made, in such business.
Notwithstanding anything in this Bylaw 8 to the contrary, no business shall be
conducted at an annual meeting except in accordance with the procedures set
forth in this Bylaw 8. The presiding officer of the annual meeting shall, if the
facts warrant, determine that business was not properly brought before the
meeting in accordance with the procedures prescribed in this Bylaw 8 and, if he
should so determine, he shall so declare to the meeting and any such business
not properly brought before the meeting shall not be transacted. Notwithstanding
the foregoing provisions of this Bylaw 8, a stockholder shall also comply with
all applicable requirements of the Securities Exchange Act of 1934, as


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amended, and the rules and regulations thereunder with respect to the matters
set forth in this Bylaw 8. For purposes of this Bylaw and Bylaw 13, "public
announcement" shall mean disclosure in a press release reported by the Dow Jones
News Service, Associated Press or comparable national news service, in a
document publicly filed by the Corporation with the Securities and Exchange
Commission pursuant to Sections 13, 14 or 15(d) of the Securities Exchange Act
of 1934, as amended, or in stockholder correspondence or a stockholder report.
Nothing in this Bylaw shall be deemed to affect any rights (including, but not
limited to, the time periods specified to exercise such rights) of stockholders
to request inclusion of proposals in the Corporation's proxy statement pursuant
to Rule 14a-8 under the Securities Exchange Act of 1934, as amended.


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                                    DIRECTORS

         9. Powers. The business and affairs of the Corporation shall be managed
under the direction of its Board of Directors, which may exercise all such
powers of the Corporation and do all such lawful acts and things as are not by
law or by the Certificate of Incorporation directed or required to be exercised
or done by the stockholders.

         10. Number, Election and Terms. Subject to the rights, if any, of any
series of Preferred Stock to elect additional Directors under specified
circumstances, the authorized number of Directors may be determined from time to
time only by a vote of a majority of the Whole Board (as defined in Bylaw 3) or
by the affirmative vote of the holders of at least 80% of the voting power of
the then outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of Directors (the "Voting Stock"), voting together as
a single class, but in no case shall the number of Directors be less than 5 or
more than 13. The Directors, other than those who may be elected by the holders
of any series of the Preferred Stock, shall be classified with respect to the
time for which they severally hold office into three classes, as nearly equal in
number as possible, designated Class I, Class II and Class III. The Directors
first appointed to Class I shall hold office for a term expiring at the annual
meeting of stockholders to be held in 1997; the Directors first appointed to
Class II shall hold office for a term expiring at the annual meeting of
stockholders to be held in 1998; and the Directors first appointed to Class III
shall hold office for a term expiring at the annual meeting of stockholders to
be held in 1999, with the members of each class to hold office until their
successors are elected and qualified. At each succeeding annual meeting of the
stockholders of the Corporation, the successors of the class of Directors whose
term expires at that meeting shall be elected by plurality vote of all votes
cast at such meeting to hold office for a term expiring at the annual meeting of
stockholders held in the third year following the year of their election.

         11. Vacancies and Newly Created Directorships. Subject to the rights,
if any, of the holders of any series of Preferred Stock to elect additional
Directors under specified circumstances, newly created directorships resulting
from any increase in the number of Directors and any vacancies on the Board of
Directors resulting from death, resignation, disqualification, removal or other
cause shall be filled solely by the affirmative vote of a majority of the
remaining Directors then in office, even though less than a quorum of the Board
of Directors, or by a sole remaining Director. Any Director elected in
accordance with the preceding sentence shall hold office for the remainder of
the full term of the class of Directors in which the new directorship was
created or the vacancy occurred and until such Director's successor shall have
been elected and qualified. No decrease in the number of Directors constituting
the Board of Directors shall shorten the term of an incumbent Director.

         12. Removal. Subject to the rights, if any, of the holders of any
series of Preferred Stock to elect additional Directors under specified
circumstances, any Director may be removed from office by the stockholders only
for cause and only in the manner


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provided in this Bylaw 12. At any annual meeting or special meeting of the
stockholders of the Corporation, the notice of which shall state that the
removal of a Director or Directors is among the purposes of the meeting, the
affirmative vote of the holders of at least 80% of the Voting Stock (as defined
in Bylaw 10), voting together as a single class, may remove such Director or
Directors for cause.

         13. Nominations of Directors; Election. Subject to the rights, if any,
of the holders of any series of Preferred Stock to elect additional Directors
under specified circumstances, only persons who are nominated in accordance with
the following procedures shall be eligible for election as Directors of the
Corporation. Nominations of persons for election as Directors of the Corporation
may be made by (i) the Board of Directors or a committee appointed by the Board
of Directors, or (ii) any stockholder who is a stockholder of record at the time
of giving of notice for the meeting provided for in these Bylaws, who shall be
entitled to vote for the election of Directors and who complies with the
procedures set forth in this Bylaw 13. All nominations by stockholders shall be
made pursuant to timely notice in proper written form to the Secretary of the
Corporation. To be timely, a stockholder's notice shall be delivered to or
mailed and received at the principal executive offices of the Corporation (i) in
the case of an annual meeting, not less than 60 days nor more than 90 days prior
to the first anniversary of the preceding year's annual meeting; provided,
however, that in the event that the date of the annual meeting is changed by
more than 30 days from such anniversary date, notice by the stockholder to be
timely must be so received not later than the close of business on the 10th day
following the day on which public announcement is first made of the date of the
meeting, and (ii) in the case of a special meeting at which Directors are to be
elected, not later than the close of business on the 10th day following the day
on which public announcement is first made of the date of the meeting. To be in
proper written form, such stockholder's notice shall set forth or include (i)
the name and address, as they appear on the Corporation's books, of the
stockholder giving the notice and of the beneficial owner, if any, on whose
behalf the nomination is made; (ii) a representation that the stockholder giving
the notice is a holder of record of stock of the Corporation entitled to vote at
such meeting and intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice; (iii) the class and
number of shares of stock of the Corporation owned beneficially and of record by
the stockholder giving the notice and by the beneficial owner, if any, on whose
behalf the nomination is made; (iv) a description of all arrangements or
understandings between or among any of (A) the stockholder giving the notice,
(B) the beneficial owner on whose behalf the notice is given, (C) each nominee,
and (D) any other person or persons (naming such person or persons) pursuant to
which the nomination or nominations are to be made by the stockholder giving the
notice; (v) such other information regarding each nominee proposed by the
stockholder giving the notice as would be required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and Exchange
Commission, had the nominee been nominated, or intended to be nominated, by the
Board of Directors; and (vi) the signed consent of each nominee to serve as a
Director of the Corporation if so elected. At the request of the Board of
Directors, any person nominated by the Board of Directors for election as a


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Director shall furnish to the Secretary of the Corporation that information
required to be set forth in a stockholder's notice of nomination which pertains
to the nominee. The presiding officer of the meeting for election of Directors
shall, if the facts warrant, determine that a nomination was not made in
accordance with the procedures prescribed by this Bylaw 13, and if he should so
determine, he shall so declare to the meeting and the defective nomination shall
be disregarded. Notwithstanding the foregoing provisions of this Bylaw 13, a
stockholder shall also comply with all applicable requirements of the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder with
respect to the matters set forth in this Bylaw.

         14. Resignation. Any Director may resign at any time by giving written
notice of his resignation to the Chairman of the Board of Directors or the
Secretary.

         15. Regular Meetings. Regular meetings of the Board of Directors may be
held without notice immediately after the annual meeting of the stockholders and
at such other time and place either within or without the State of Delaware as
shall from time to time be determined by the Board of Directors.

         16. Special Meetings. Special meetings of the Board of Directors may be
called by the Chairman of the Board of Directors or the President on one day's
written notice to each Director by whom such notice is not waived, given either
personally or by mail, telegram, telex, facsimile or similar medium of
communication, and shall be called by the Chairman of the Board of Directors or
the President in like manner and on like notice on the written request of two
Directors. Special meetings of the Board of Directors may be held at such time
and place either within or without the State of Delaware as is determined by the
Board of Directors or specified in the notice of any such meeting.

         17. Quorum. At all meetings of the Board of Directors, a majority of
the total number of Directors then in office shall constitute a quorum for the
transaction of business and, except for the designation of committees (as
provided in Bylaw 18) or as otherwise required by the Certificate of
Incorporation, the act of a majority of the Directors present at any meeting at
which there is a quorum shall be the act of the Board of Directors. If a quorum
shall not be present at any meeting of the Board of Directors, the Directors
present thereat may adjourn the meeting from time to time to another place, time
or date, without notice other than announcement at the meeting, until a quorum
shall be present.

         18. Committees of the Board of Directors. The Board of Directors, by
resolution passed by a majority of the Whole Board (as defined in Bylaw 3), may
designate one or more committees, each committee to consist of one or more
Directors and each to have such lawfully delegable powers and duties as the
Board may confer. Each such committee shall serve at the pleasure of the Board
of Directors. The Board of Directors may designate one or more Directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. In lieu of such action by the Board of
Directors, in the absence or


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disqualification of any member of a committee, the members thereof present at
any such meeting of the committee and not disqualified from voting, whether or
not they constitute a quorum, may unanimously appoint another member of the
Board of Directors to act at the meeting in the place of any such absent or
disqualified member. Except as otherwise provided by law, any such committee, to
the extent provided in the resolution of the Board of Directors, shall have and
may exercise all the powers and authority of the Board of Directors in the
direction of the management of the business and affairs of the Corporation. Any
committee or committees so designated by the Board of Directors shall have such
name or names as may be determined from time to time by resolution adopted by
the Board of Directors. Unless otherwise prescribed by the Board of Directors, a
majority of the members of the committee shall constitute a quorum for the
transaction of business, and the act of a majority of the members present at a
meeting at which there is a quorum shall be the act of such committee. Each
committee shall prescribe its own rules for calling and holding meetings and its
method of procedure, subject to any rules prescribed by the Board of Directors,
and shall keep a written record of all actions taken by it.

         19. Compensation. The Board of Directors may establish the compensation
for, and reimbursement of the expenses of, Directors for membership on the Board
of Directors and on committees of the Board of Directors, attendance at meetings
of the Board of Directors or committees of the Board of Directors, and for other
services by Directors to the Corporation.

         20. Rules. The Board of Directors may adopt rules and regulations that
are not inconsistent with law or these Bylaws for the conduct of their meetings
and the management of the affairs of the Corporation.

                                     NOTICES

         21. Generally. Except as otherwise provided by law, these Bylaws or the
Corporation's Certificate of Incorporation, whenever by law or under the
provisions of the Certificate of Incorporation or these Bylaws, notice is
required to be given to any Director or stockholder, it shall not be construed
to mean personal notice, but such notice may be given in writing, by mail,
addressed to such Director or stockholder, at his address as it appears on the
records of the Corporation, with postage thereon prepaid, and such notice shall
be deemed to be given at the time when the same shall be deposited in the United
States mail. Notice to Directors may also be given by telephone, telegram,
telex, facsimile or similar medium of communication.

         22. Waivers. Whenever any notice is required to be given by law or
under the provisions of the Certificate of Incorporation or these Bylaws, a
waiver thereof in writing, signed by the person or persons entitled to such
notice, whether before or after the time of the event for which notice is to be
given, shall be deemed equivalent to such notice. Attendance of a person at a
meeting shall constitute a waiver of notice of such meeting, except when the
person attends a meeting for the express purpose of objecting, at the


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beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened.

                                    OFFICERS

         23. Generally. The officers of the Corporation shall be elected by the
Board of Directors and shall consist of a Chairman of the Board of Directors, a
Chief Executive Officer, a President, one or more Vice Presidents, a Secretary,
and a Treasurer. The Board of Directors may also choose any or all of the
following: one or more Vice Chairmen of the Board of Directors, one or more
Executive Vice Presidents, one or more Senior Vice Presidents, and one or more
Assistant Secretaries, Assistant Treasurers, and such other officers as may be
appointed in accordance with Bylaw 24. Any number of offices may be held by the
same person. Any of the offices may be left vacant from time to time as the
Board of Directors may determine. In the case of the absence or disability of
any officer of the Corporation or for any other reason deemed sufficient by a
majority of the Board of Directors, the Board of Directors may delegate his
powers or duties to any other officer or to any Director.

         24. Subordinate Officers. The Board of Directors may appoint, and may
empower the Chief Executive Officer or President to appoint, such other officers
as the business of the Corporation may require.

         25. Compensation. The compensation of all officers and agents of the
Corporation who are also Directors of the Corporation shall be fixed by the
Board of Directors or by a committee of the Board of Directors established
pursuant to Bylaw 18. The Board of Directors may delegate the power to fix the
compensation of other officers and agents of the Corporation to an officer of
the Corporation.

         26. Succession. The officers of the Corporation shall hold office until
their successors are elected and qualified. Any officer elected or appointed by
the Board of Directors may be removed at any time by the affirmative vote of a
majority of the Whole Board. Any vacancy occurring in any office of the
Corporation may be filled by the Board of Directors.

         27. Authority and Duties. Each of the officers of the Corporation shall
have such authority and shall perform such duties as are customarily incident to
their respective offices, or as may be specified from time to time by the Board
of Directors in a resolution which is not inconsistent with these Bylaws.

         28. Chairman of the Board of Directors. The Chairman of the Board of
Directors shall preside at all meetings of the stockholders and of the Board of
Directors and he shall have such other duties and responsibilities as may be
assigned to him by the Board of Directors. The Chairman of the Board of
Directors may delegate to any qualified person authority to chair any meeting of
the stockholders, either on a temporary or a permanent basis.


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         29. Chief Executive Officer. The Chief Executive Officer shall have
such supervisory powers and such other duties and responsibilities as may be
assigned to him by the Board of Directors.

         30. President. The President shall be responsible for the active
management and direction of the business and affairs of the Corporation. In case
of the inability or failure of the Chairman of the Board of Directors to perform
the duties of that office, the President shall perform the duties of the
Chairman of the Board of Directors, unless otherwise determined by the Board of
Directors.

         31. Execution of Documents and Action With Respect to Securities of
Other Corporations. The President, the Chairman of the Board of Directors and
the Chief Executive Officer, if such an officer be elected (for purposes of this
Bylaw 31, each an "Executive Officer"), each shall have and is hereby given,
full power and authority, except as otherwise required by law or directed by the
Board of Directors, (a) to execute, on behalf of the Corporation, all duly
authorized contracts, agreements, deeds, conveyances or other obligations of the
Corporation, applications, consents, proxies and other powers of attorney, and
other documents and instruments, and (b) to vote and otherwise act on behalf of
the Corporation, in person or by proxy, at any meeting of stockholders (or with
respect to any action of such stockholders) of any other corporation in which
the Corporation may hold securities and otherwise to exercise any and all rights
and powers which the Corporation may possess by reason of its ownership of
securities of such other corporation. In addition, the Executive Officer may
delegate to other officers, employees and agents of the Corporation the power
and authority to take any action which the Executive Officer is authorized to
take under this Bylaw 31, with such limitations as the Executive Officer may
specify; such authority so delegated by the Executive Officer shall not be
re-delegated by the person to whom such execution authority has been delegated.

         32. Vice President. Each Vice President, however titled, shall perform
such duties and services and shall have such authority and responsibilities as
shall be assigned to or required from time to time by the Board of Directors or
the President.

         33. Secretary. The Secretary shall attend all meetings of the
stockholders and all meetings of the Board of Directors and record all
proceedings of the meetings of the stockholders and of the Board of Directors
and shall perform like duties for the standing committees when requested by the
Board of Directors or the President. The Secretary shall give, or cause to be
given, notice of all meetings of the stockholders and meetings of the Board of
Directors. The Secretary shall perform such duties as may be prescribed by the
Board of Directors or the President. The Secretary shall have charge of the seal
of the Corporation and authority to affix the seal to any instrument. The
Secretary or any Assistant Secretary may attest to the corporate seal by
handwritten or facsimile signature. The Secretary shall keep and account for all
books, documents, papers and records of the Corporation except those for which
some other officer or


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agent has been designated or is otherwise properly accountable. The Secretary
shall have authority to sign stock certificates.

         34. Treasurer. The Treasurer shall be the chief financial officer of
the Corporation. The Treasurer shall have the custody of the funds and
securities belonging to the Corporation and shall deposit all moneys and other
valuable effects in the name and to the credit of the Corporation in such
depositories as may be designated by the Treasurer with the prior approval of
the Board of Directors or the President. The Treasurer shall disburse the funds
and pledge the credit of the Corporation as may be directed by the Board of
Directors and shall render to the Board of Directors and the President, as and
when required by them, or any of them, an account of all transactions by the
Treasurer.


                                      STOCK

         35. Certificates. The shares of the Corporation shall be represented by
certificates, in such form as shall be determined by the Board of Directors,
subject to applicable legal requirements, provided that the Board of Directors
may provide by resolution or resolutions that some or all of any or all classes
or series of its stock shall be uncertificated shares. Any such resolution shall
not apply to shares represented by a certificate until such certificate is
surrendered to the corporation. Notwithstanding the adoption of such a
resolution(s) by the Board of Directors, every holder of stock represented by
certificates, and upon request every holder of uncertificated shares, shall be
entitled to have a certificate signed by, or in the name of the Corporation by
the Chairman or Vice-Chairman of the Board of Directors, or the President or
Vice-President, and by the Treasurer or an Assistant Treasurer, or the Secretary
or an Assistant Secretary of the Corporation representing the number of shares
registered in certificate form. Such certificate also shall be signed by a duly
authorized officer or agent of any properly designated transfer agent of the
Corporation. Any or all of the signatures on the certificate may be a facsimile.
In case any officer, transfer agent or registrar who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to be
such officer, transfer agent or registrar before such certificate is issued, it
may be issued by the Corporation with the same effect as if such person were
such officer, transfer agent or registrar at the date of issue.

                  Within a reasonable time after the issuance or transfer of
uncertificated stock, the Corporation shall send to the registered owner thereof
a written notice containing the information required to be set forth or stated
on certificates pursuant to the Delaware General Corporation Law, including
information regarding partly paid shares, restrictions on transfer or voting
trusts, or, with respect to the information required by Section 151(f) of the
Delaware General Corporation Law, a statement that the Corporation will furnish
without charge to each stockholder who so requests the powers, designations,
preferences and relative participating, optional or other special rights of each
class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights. Except as otherwise expressly
provided by law, the rights and obligations of the holders of uncertificated
stock and the rights and obligations of the holders of certificates representing
stock of the same class and series shall be identical.


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         36. Classes of Stock. The designations, preferences and relative
participating, optional or other special rights of the various classes of stock
or series thereof, and the qualifications, limitations or restrictions thereof,
shall be set forth in full or summarized on the face or back of the certificates
which the Corporation issues to represent its stock, or in lieu thereof, such
certificates shall set forth the office of the Corporation from which the
holders of certificates may obtain a copy of such information.

         37. Transfers. Upon surrender to the Corporation or the transfer agent
of the Corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, or when
proper instructions with respect to the transfer of uncertificated shares are
received by the Corporation or the transfer agent, it shall be the duty of the
Corporation to transfer such shares upon its records and, in connection with the
transfer of shares that will be certificated, issue, or to cause its transfer
agent to issue, a new certificate to the person entitled thereto and cancel the
old certificate.

         38. Lost, Stolen or Destroyed Certificates. The Secretary may direct a
new certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact, satisfactory
to the Secretary, by the person claiming the certificate of stock to be lost,
stolen or destroyed. As a condition precedent to the issuance of a new
certificate or certificates, the Secretary may require the owners of such lost,
stolen or destroyed certificate or certificates to give the Corporation a bond
in such sum and with such surety or sureties as the Secretary may direct as
indemnity against any claims that may be made against the Corporation with
respect to the certificate alleged to have been lost, stolen or destroyed or the
issuance of the new certificate.

         39. Record Dates. (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 of Directors 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 of Directors, and which record date shall
not be more than 60 nor less than 10 days before the date of such meeting. If no
record date is fixed by the Board of Directors, 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 notice is
given, or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held. A determination of stockholders
of record entitled to notice of or to vote at a meeting of the stockholders
shall apply to any adjournment of the meeting; provided, however, that the Board
of Directors may fix a new record date for the adjourned meeting.

         (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


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<PAGE>   13

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 of Directors 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 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 of
Directors adopts the resolution relating thereto.

         (c) The Corporation shall be entitled to treat the person in whose name
any share of its stock is registered as the owner thereof for all purposes, and
shall not be bound to recognize any equitable or other claim to, or interest in,
such share on the part of any other person, whether or not the Corporation shall
have notice thereof, except as expressly provided by applicable law.


                                     GENERAL

         40. Fiscal Year. The fiscal year of the Corporation shall be fixed from
time to time by the Board of Directors.

         41. Seal. The Board of Directors may adopt a corporate seal and use the
same by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.

         42. Reliance upon Books, Reports and Records. Each Director, each
member of a committee designated by the Board of Directors, and each officer of
the Corporation shall, in the performance of his or her duties, be fully
protected in relying in good faith upon the records of the Corporation and upon
such information, opinions, reports or statements presented to the Corporation
by any of the Corporation's officers or employees, or committees of the Board of
Directors, or by any other person as to matters the Director, committee member
or officer believes are within such other person's professional or expert
competence and who has been selected with reasonable care by or on behalf of the
Corporation.

         43. Time Periods. In applying any provision of these Bylaws that
requires that an act be done or not be done a specified number of days prior to
an event or that an act be done during a period of a specified number of days
prior to an event, calendar days shall be used, the day of the doing of the act
shall be excluded and the day of the event shall be included.

         44. Application of California Corporations Code. In the event that the
Board of Directors determines that the Corporation has become subject to and is
not exempt from the application of Section 2115 of the California Corporations
Code ("Section 2115"), the Board of Directors shall amend these Bylaws from time
to time as necessary to comply with the requirements of Section 2115, such
amendments to be effected without a vote of the stockholders notwithstanding
anything herein to the contrary.


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