<PAGE>
                                                                     EXHIBIT 3.2

 
                          AMENDED AND RESTATED BYLAWS
                                       OF
                              YURIE SYSTEMS, INC.



                                   ARTICLE I

                                    OFFICES

     SECTION 1.  Registered Office.  The registered office of the Corporation
                 ------------------
within the State of Delaware shall be in the City of Wilmington, County of New
Castle.

     SECTION 2.  Other Offices.  The principal office of the Corporation shall
                 --------------
be at 10000 Derekwood Lane, Lanham, Maryland 20706.  The Corporation may also
have an office or offices other than said registered and principal offices at
such place or places, either within or without the State of Delaware, as the
Board of Directors shall from time to time determine or the business of the
Corporation may require.


                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     SECTION 1.  Place of Meetings.  All meetings of the stockholders for the
                 ------------------
election of directors or for any other purpose shall be held at any such place,
either within or without the State of Delaware, as shall be designated from time
to time by the Board of Directors and stated in the notice of meeting or in a
duly executed waiver thereof.

     SECTION 2.  Annual Meeting.  The annual meeting of stockholders shall be
                 ----------------
held at such date and time as shall be designated from time to time by the Board
of Directors and stated in the notice of meeting or in a duly executed waiver
thereof.  At such annual meeting, the stockholders shall elect, by a plurality
vote, a Board of Directors and transact such other business as may properly be
brought before the meeting.

     SECTION 3.  Special Meetings.  Special meetings of stockholders, unless
                 -----------------
otherwise prescribed by statute, may be called at any time by the Board of
Directors.  Such request shall state the purpose or purposes of the proposed
meeting.

     SECTION 4.  Notice of Meetings.  Except as otherwise expressly required by
                 -------------------
statute, written notice of each annual and special meeting of stockholders
stating the date, place 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
to each stockholder of record
<PAGE>
 
entitled to vote thereat not less than ten (10) nor more than sixty (60) days
before the date of the meeting. Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the notice. Notice shall
be given personally or by mail and, if by mail, shall be sent in a postage
prepaid envelope, addressed to the stockholder at his address as it appears on
the records of the Corporation. Notice by mail shall be deemed given at the time
when the same shall be deposited in the United States mail, postage prepaid.
Notice of any meeting shall not be required to be given to any person who
attends such meeting, except when such person attends the meeting in person or
by proxy 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, or who, either before or after the meeting, shall submit a signed
written waiver of notice, in person or by proxy. Neither the business to be
transacted at, nor the purpose of, an annual or special meeting of stockholders
need be specified in any written waiver of notice.

     SECTION 5.  List of Stockholders.  The officer who has charge of the stock
                 ---------------------
ledger of the Corporation shall prepare and make, at least ten (10) days before
each meeting of stockholders, a complete list of the stockholders entitled to
vote at the meeting, arranged in alphabetical order, showing the address of and
the number of shares registered in the name of each stockholder.  Such list
shall be open to the examination of any stockholder, for any purpose germane to
the meeting, during ordinary business hours, for a period of at least ten (10)
days prior to the meeting, either at a place within the city, town or village
where the meeting is to be held, which place shall be specified in the notice of
meeting, or, if not specified, at the place where the meeting is to be held.
The list shall 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 6.  Quorum, Adjournments.  The holders of a majority of the voting
                 ---------------------
power of the issued and outstanding stock of the Corporation entitled to vote
thereat, present in person or represented by proxy, shall constitute a quorum
for the transaction of business at all meetings of stockholders, except as
otherwise provided by statute or by the Certificate of Incorporation.  If,
however, such quorum shall not be present or represented by proxy at any meeting
of 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 by proxy.  At such adjourned meeting at which a
quorum shall be present or represented by proxy, any business may be transacted
which might have been transacted at the meeting as originally called.  If the
adjournment is for more than thirty days, or, if after adjournment a new record
date is set, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.

                                      -2-
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     SECTION 7.  Organization.  At each meeting of stockholders, the Chairman of
                 -------------
the Board, if one shall have been elected, or, in his absence or if one shall
not have been elected, the Chief Executive Officer or President shall act as
chairman of the meeting.  The Secretary or, in his absence or inability to act,
the person whom the chairman of the meeting shall appoint secretary of the
meeting, shall act as secretary of the meeting and keep the minutes thereof.

     SECTION 8.  Order of Business.  The order of business at all meetings of
                 ------------------
the stockholders shall be as determined by the chairman of the meeting.

     SECTION 9.  Voting.  Except as otherwise provided by statute or the
                 -------
Certificate of Incorporation, each stockholder of the Corporation shall be
entitled at each meeting of stockholders to one vote for each share of capital
stock of the Corporation standing in his name on the record of stockholders of
the Corporation:

          (a) on the date fixed pursuant to the provisions of Section 7 of
          Article V of these Bylaws as the record date for the determination of
          the stockholders who shall be entitled to notice of and to vote at
          such meeting; or

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

Each stockholder entitled to vote at any meeting of stockholders may authorize
another person or persons to act for him by a proxy signed by such stockholder
or his attorney-in-fact, but no proxy shall be voted after three years from its
date, unless the proxy provides for a longer period.  Any such proxy shall be
delivered to the secretary of the meeting at or prior to the time designated in
the order of business for so delivering such proxies.  When a quorum is present
at any meeting, the vote of the holders of a majority of the voting power of the
issued and outstanding stock of the Corporation entitled to vote thereon,
present and voting, in person or represented by proxy, shall decide any question
brought before such meeting, unless the question is one upon which by express
provision of statute or of the Certificate of Incorporation or of these Bylaws,
a different vote is required, in which case such express provision shall govern
and control the decision of such question.  Unless required by statute, or
determined by the chairman of the meeting to be advisable, the vote on any
question need not be by ballot.  On a vote by ballot, each ballot shall be
signed by the stockholder voting, or by his proxy, if there be such proxy, and
shall state the number of shares voted and the number of votes to which each
share is entitled.

                                      -3-
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     SECTION 10.  Inspectors.  The Board of Directors may, in advance of any
                  -----------
meeting of stockholders, appoint one or more inspectors to act at such meeting
or any adjournment thereof.  If any of the inspectors so appointed shall fail to
appear or act, the chairman of the meeting shall, or if inspectors shall not
have been appointed, the chairman of the meeting may, appoint one or more
inspectors.  Each inspector, before entering upon the discharge of his duties,
shall take and sign an oath faithfully to execute the duties of inspector at
such meeting with strict impartiality and according to the best of his ability.
The inspectors shall determine the number of shares of capital stock of the
Corporation outstanding and the voting power of each, the number of shares
represented at the meeting, the existence of a quorum, the validity and effect
of proxies, and shall receive votes, ballots or consents, hear and determine all
challenges and questions arising in connection with the right to vote, count and
tabulate all votes, ballots or consents, determine the results, and do such acts
as are proper to conduct the election or vote with fairness to all stockholders.
On request of the chairman of the meeting, the inspectors shall make a report in
writing of any challenge, request or matter determined by them and shall execute
a certificate of any fact found by them.  No director or candidate for the
office of director shall act as an inspector of an election of directors.
Inspectors need not be stockholders.

     SECTION 11.  Notice of Stockholder Business; Nominations.
                  --------------------------------------------

     (a) Annual Meeting of Stockholders.
         -------------------------------

     (1) Nominations of persons for election to the Board of Directors and the
proposal of business to be considered by the stockholders shall be made at an
annual meeting of stockholders (A) pursuant to the Corporation's notice of such
meeting, (B) by or at the direction of the Board of Directors or (C) by any
stockholder of the Corporation who is a stockholder of record at the time of
giving of the notice provided for in this Section 11 and who complies with the
notice procedures set forth in this Section 11.

     (2) For nominations or other business to be properly brought before an
annual meeting by a stockholder pursuant to clause (C) of paragraph (a)(1) of
this Section 11, the stockholder must have given timely notice thereof in
writing to the Secretary of the Corporation and such other business must
otherwise be a proper matter for stockholder action.  To be timely, a
stockholder's notice must be delivered to the principal executive offices of the
Corporation no later than the close of business on the sixtieth (60th) day nor
earlier than the close of business on the ninetieth (90th) day 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 more than thirty (30)
days before or more than sixty (60) days after such anniversary date, notice by
the stockholder to be timely

                                      -4-
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must be so delivered not earlier than the close of business on the ninetieth
(90th) day prior to such annual meeting and not later than the close of business
on the later of the sixtieth (60th) day prior to such annual meeting or the
close of business on the tenth (10th) day following the day on which public
announcement of the date of such meeting is first made by the Corporation. Such
stockholder's notice shall set forth (A) as to each person whom the stockholder
proposes to nominate for election or reelection as a director, all information
relating to such person that is required to be disclosed in solicitations of
proxies for election of directors, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
(the "Exchange Act") (including such person's written consent to being named in
the proxy statement as a nominee and to serving as a director if elected); (B)
as to any other business that the stockholder proposes to bring before the
meeting, a brief description of the business desired to be brought before the
meeting, the reasons for conducting such business at the meeting and any
material interest in such business of such stockholder and the beneficial owner,
if any, on whose behalf the proposal is made; and (C) as to the stockholder
giving the notice and the beneficial owner, if any, on whose behalf the
nomination or proposal is made (1) the name and address of such stockholder, as
they appear on the Corporation's books, and of such beneficial owner, and (2)
the class and number of shares of the Corporation that are owned beneficially
and held of record by such stockholder and such beneficial owner.

     (3) Notwithstanding anything in the second sentence of paragraph (a)(2) of
this Section 11 to the contrary, in the event that the number of directors to be
elected to the Board of Directors of the Corporation is increased and there is
no public announcement by the Corporation naming all of the nominees for
director or specifying the size of the increased Board of Directors at least
seventy (70) days prior to the first anniversary of the preceding year's annual
meeting (or, if the annual meeting is held more than thirty (30) days before or
sixty (60) days after such anniversary date, at least seventy (70) days prior to
such annual meeting), a stockholder's notice required by this Section 11 shall
also be considered timely, but only with respect to nominees for any new
positions created by such increase, if it shall be delivered to the Secretary at
the principal executive office of the Corporation not later than the close of
business on the tenth (10th) day following the day on which such public
announcement is first made by the Corporation.

     (b) Special Meetings of Stockholders.  Only such business shall be
         --------------------------------
conducted at a special meeting of stockholders as shall have been brought before
the meeting pursuant to the Corporation's notice of meeting.  Nominations of
persons for election to the Board of Directors may be made at a special meeting
of stockholders at which directors are to be elected pursuant to the
Corporation's notice of meeting (A) by or at the direction of the Board of
Directors or (B) provided that the Board of Directors has

                                      -5-
<PAGE>
 
determined that directors shall be elected at such meeting by any stockholder of
the Corporation who is a stockholder of record at the time of giving of notice
of the special meeting, who shall be entitled to vote at such meeting and who
complies with the notice procedures set forth in this Section 11. If the
Corporation calls a special meeting of stockholders for the purpose of electing
one or more directors to the Board of Directors, any such stockholder may
nominate a person or persons (as the case may be) for election to such
position(s) as specified in the Corporation's notice of meeting, if the
stockholder's notice required by paragraph (a)(2) of this Section 11 shall be
delivered to the Secretary at the principal executive offices of the Corporation
not earlier than ninetieth (90th) day prior to such special meeting nor later
than the later of (A) the close of business of the sixtieth (60th) day prior to
such special meeting or (B) the close of business of the tenth (10th) day
following the day on which public announcement is first made of the date of such
special meeting and of the nominees proposed by the Board of Directors to be
elected at such meeting.

     (c)  General.
          -------

     (1) Only such persons who are nominated in accordance with the procedures
set forth in this Section 11 shall be eligible to serve as directors and only
such business shall be conducted at a meeting of stockholders as shall have been
brought before the meeting in accordance with the procedures set forth in this
Section 11.  Except as otherwise provided by law, the Certificate of
Incorporation or these Bylaws, the chairman of the meeting shall have the power
and duty to determine whether a nomination or any business proposed to be
brought before the meeting was made or proposed, as the case may be, in
accordance with the procedures set forth in this Section 11 and, if any proposed
nomination or business is not in compliance herewith, to declare that such
defective proposal or nomination shall be disregarded.

     (2) For purposes of this Section 11, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable national news service or in a document publicly filed by the
Corporation with the Securities and Exchange Commission pursuant to Section 13,
14 or 15(d) of the Exchange Act.

     (3) Notwithstanding the forgoing provisions of this Section 11, a
stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set
forth herein.  Nothing in this Section 11 shall be deemed to affect any rights
(A) of stockholders to request inclusion of proposals in the Corporation's proxy
statement pursuant to Rule 14a-8 under the Exchange Act or (B) of the holders of
any series of Preferred Stock to elect directors under specified circumstances.

                                      -6-
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                                  ARTICLE III

                               BOARD OF DIRECTORS

     SECTION 1.  General Powers.  The business and affairs of the Corporation
                 ---------------
shall be managed by or under the direction of the Board of Directors.  The Board
of Directors may exercise all such authority and powers of the Corporation and
do all such lawful acts and things as are not by statute or the Certificate of
Incorporation directed or required to be exercised or done by the stockholders.

     SECTION 2.  Place of Meetings.  Meetings of the Board of Directors shall be
                 ------------------
held at such place or places, within or without the State of Delaware, as the
Board of Directors may from time to time determine or as shall be specified in
the notice of any such meeting.

     SECTION 3.  Annual Meetings.  The Board of Directors shall meet for the
                 ----------------
purpose of organization, the election of officers and the transaction of other
business, as soon as practicable after each annual meeting of stockholders, on
the same day and at the same place where such annual meeting shall be held.  In
the event such annual meeting is not so held, the annual meeting of the Board of
Directors may be held at such other time or place (within or without the State
of Delaware) as shall be specified in a notice thereof given as hereinafter
provided in Section 7 of this Article III.

     SECTION 4.  Regular Meetings.  Regular meetings of the Board of Directors
                 -----------------
shall he held at such time and place as the Board of Directors may fix.  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 which would otherwise be held on that
day shall be held at the same hour on the next succeeding business day.

     SECTION 5.  Special Meetings.  Special meetings of the Board of Directors
                 -----------------
may be called by the Chairman of the Board, if one shall have been elected, or
by two or more directors of the Corporation or by the Chief Executive Officer or
the President.

     SECTION 6.  Notice of Meetings.  Notice of regular meetings of the Board of
                 -------------------
Directors need not be given except as otherwise required by law or these Bylaws.
Notice of each special meeting of the Board of Directors, and of each regular
and annual meeting of the Board of Directors for which notice shall be required,
shall be given by the Secretary as hereinafter provided in this Section 6, in
which notice shall be stated the time and place of the meeting.  Except as
otherwise required by these Bylaws, such notice need not state the purposes of
such meeting.  Notice of any special meeting, and of any

                                      -7-
<PAGE>
 
regular or annual meeting for which notice is required, shall be given to each
director at least (a) four (4) hours before the meeting if by telephone or by
being personally delivered or sent by telex, telecopy, or similar means or (b)
two (2) days before the meeting if delivered by mail to the director's residence
or usual place of business. Such notice shall be deemed to be delivered when
deposited in the United States mail so addressed, with postage prepaid, or when
transmitted if sent by telex, telecopy, or similar means. Neither the business
to be transacted at, nor the purpose of, any special meeting of the Board of
Directors need be specified in the notice or waiver of notice of such meeting.
Any director may waive notice of any meeting by a writing signed by the director
entitled to the notice and filed with the minutes or corporate records. The
attendance at or participation of the director at a meeting shall constitute
waiver of notice of such meeting, unless the director at the beginning of the
meeting or promptly upon his arrival objects to holding the meeting or
transacting business at the meeting.

     SECTION 7.  Quorum and Manner of Acting.  A majority of the entire Board of
                 ----------------------------
Directors shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors, and, except as otherwise expressly required
by statute or the Certificate of Incorporation or these Bylaws, the act of a
majority of the directors present at any meeting at which a quorum is present
shall be the act of the Board of Directors.  In the absence of a quorum at any
meeting of the Board of Directors, a majority of the directors present thereat
may adjourn such meeting to another time and place.  Notice of the time and
place of any such adjourned meeting shall be given to all of the directors
unless such time and place were announced at the meeting at which the
adjournment was taken, in which case such notice shall only be given to the
directors who were not present thereat.  At any adjourned meeting at which a
quorum is present, any business may be transacted which might have been
transacted at the meeting as originally called.  The directors shall act only as
a Board and the individual directors shall have no power as such.

     SECTION 8.  Organization.  At each meeting of the Board of Directors, the
                 -------------
Chairman of the Board, if one shall have been elected, or, in the absence of the
Chairman of the Board or if one shall not have been elected, the Chief Executive
Officer or the President (or, in his absence, another director chosen by a
majority of the directors present) shall act as chairman of the meeting and
preside thereat.  The Secretary or, in his absence, any person appointed by the
chairman, shall act as secretary of the meeting and keep the minutes thereof.

     SECTION 9.  Resignations.  Any director of the Corporation may resign at
                 -------------
any time by giving written notice of his resignation to the Corporation.  Any
such resignation shall take effect at the time specified therein or, if the time
when it shall become effective

                                      -8-
<PAGE>
 
shall not be specified therein, immediately upon its receipt. Unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.

     SECTION 10.  Compensation.  The Board of Directors shall have authority to
                  -------------
fix the compensation, including fees and reimbursement of expenses, of directors
for services to the Corporation in any capacity.

     SECTION 11.  Committees.  The Board of Directors may, by resolution passed
                  -----------
by a majority of the entire Board of Directors, designate one or more
committees, including an executive committee, each committee to consist of one
or more of the directors of the Corporation.  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.
Except to the extent restricted by statute or the Certificate of Incorporation,
each such committee, to the extent provided in the resolution creating it, shall
have and may exercise all the powers and authority of the Board of Directors and
may authorize the seal of the Corporation to be affixed to all papers which
require it.  Each such committee shall serve at the pleasure of the Board of
Directors and have such name as may be determined from time to time by
resolution adopted by the Board of Directors.  Each committee shall keep regular
minutes of its meetings and report the same to the Board of Directors.

     SECTION 12.  Action by Consent.  Unless restricted by the Certificate of
                  ------------------
Incorporation, any action required or permitted to be taken by the Board of
Directors or any committee thereof may be taken without a meeting if all members
of the Board of Directors or such committee, as the case may be, consent thereto
in writing, and the writing or writings are filed with the minutes of the
proceedings of the Board of Directors or such committee, as the case may be.

     SECTION 13.  Telephonic Meeting.  Unless restricted by the Certificate of
                  -------------------
Incorporation, any one or more members of the Board of Directors or any
committee thereof may participate in a meeting of the Board of Directors or such
committee by means of a conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other.
Participation by such means shall constitute presence in person at a meeting.

                                      -9-
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                                   ARTICLE IV

                                    OFFICERS

     SECTION 1.  Number and Qualifications.  The officers of the Corporation
                 --------------------------
shall be elected by the Board of Directors and shall include the Chief Executive
Officer, the President and Chief Operating Officer, one or more Vice-Presidents
(including Senior, Executive or other classifications of Vice-Presidents) and
the Secretary.  If the Board of Directors wishes, it may also elect as an
officer of the Corporation a Chairman of the Board and may elect other officers
(including a Treasurer, one or more Assistant Treasurers and one or more
Assistant Secretaries) as may be necessary or desirable for the business of the
Corporation.  Any two or more offices may be held by the same person, and no
officer except the Chairman of the Board need be a director.  Each officer shall
hold office until his successor shall have been duly elected and shall have
qualified, or until his death, or until he shall have resigned or have been
removed, as hereinafter provided in these Bylaws.

     SECTION 2.  Resignations.  Any officer of the Corporation may resign at any
                 -------------
time by giving written notice of his resignation to the Corporation.  Any such
resignation shall take effect at the time specified therein or, if the time when
it shall become effective shall not be specified therein, immediately upon
receipt.  Unless otherwise specified therein, the acceptance of any such
resignation shall not be necessary to make it effective.

     SECTION 3.  Removal.  Any officer of the Corporation may be removed, either
                 --------
with or without cause, at any time, by the Board of Directors at any meeting
thereof.

     SECTION 4.  Chairman of the Board.  The Chairman of the Board, if one shall
                 ----------------------
have been elected, shall be a member of the Board and an officer of the
Corporation and, if present, shall preside at each meeting of the Board of
Directors or the stockholders.  He shall advise and counsel with the Chief
Executive Officer and the President, and in their absence with other executives
of the Corporation, and shall perform such other duties as may from time to time
be assigned to him by the Board of Directors.

     SECTION 5.  The Chief Executive Officer. The Chief Executive Officer shall
                 ----------------------------
be the chief executive officer of the Corporation.  He shall, in the absence of
the Chairman of the Board or if a Chairman of the Board shall not have been
elected, preside at each meeting of the Board of Directors or the stockholders.
He shall perform all duties incident to the office of chief executive officer,
and have authority over the business and affairs of the Corporation and over its
officers, agents and employees, subject to the control and direction of the
Board of Directors, and shall have such other duties as may from time to time be
assigned to him by the Board of Directors.

                                      -10-
<PAGE>
 
     SECTION 6.  The President and Chief Operating Officer.  The President shall
                 ------------------------------------------
be the chief operating officer of the Corporation.  He shall perform all duties
incident to the office of President, and be responsible for the general
direction of the operations of the business, reporting to the Chief Executive
Officer, and shall have such other duties as may from time to time be assigned
to him by the Board of Directors.  At the written request of the Chief Executive
Officer, or in his absence or in the event of his inability to act, the
President shall perform the duties of the Chief Executive Officer, and, when so
acting, shall have the powers of and be subject to the restrictions placed upon
the Chief Executive Officer in respect of the performance of such duties.

     SECTION 7.  Vice-President.  Each Vice-President shall perform all such
                 ---------------
duties as from time to time may be assigned to him by the Board of Directors,
the Chief Executive Officer or the President.  At the written request of the
Chief Executive Officer or the President, a Vice-President shall perform the
duties of the Chief Executive Officer or the President, and, when so acting,
shall have the powers of and be subject to the restrictions placed upon the
Chief Executive Officer or the President in respect of the performance of such
duties.

     SECTION 8.  Treasurer.  The Treasurer shall
                 --------------------------------

          (a) have charge and custody of, and be responsible for, all the funds
          and securities of the Corporation;

          (b) keep full and accurate accounts of receipts and disbursements in
          books belonging to the Corporation;

          (c) deposit all moneys and other valuables to the credit of the
          Corporation in such depositories as may be designated by the Board of
          Directors or pursuant to its direction;

          (d) receive, and give receipts for, moneys due and payable to the
          Corporation from any source whatsoever;

          (e) disburse the funds of the Corporation and supervise the
          investments of its funds, taking proper vouchers therefor;

          (f) render to the Board of Directors, whenever the Board of Directors
          may require, an account of the financial condition of the Corporation;
          and

                                      -11-
<PAGE>
 
          (g) in general, perform all duties incident to the office of Treasurer
          and such other duties as from time to time may be assigned to him by
          the Board of Directors.

     SECTION 9.  Secretary.  The Secretary shall
                 -------------------------------

          (a) keep or cause to be kept in one or more books provided for the
          purpose, the minutes of all meetings of the Board of Directors, the
          committees of the Board of Directors and the stockholders;

          (b) see that all notices are duly given in accordance with the
          provisions of these Bylaws and as required by law;

          (c) be custodian of the records and the seal of the Corporation and
          affix and attest the seal to all certificates for shares of the
          Corporation (unless the seal of the Corporation on such certificates
          shall be a facsimile, as hereinafter provided) and affix and attest
          the seal to all other documents to be executed on behalf of the
          Corporation under its seal;

          (d) see that the books, reports, statements, certificates and other
          documents and records required by law to be kept and filed are
          properly kept and filed; and

          (e) 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 by
          the Board of Directors.

     SECTION 10.  The Assistant Treasurer.  The Assistant Treasurer, or if there
                  ------------------------
shall be more than one, the Assistant Treasurers in the order determined by the
Board of Directors (or, if there be no such determination, then in the order of
their election), shall, in the absence of the Treasurer or in the event of his
inability to act or his failure to act (in violation of a duty to act or in
contravention of direction to act by the Board of Directors), perform the duties
and exercise the powers of the Treasurer and shall perform such other duties as
from time to time may be assigned by the Board of Directors.

     SECTION 11.  The Assistant Secretary.  The Assistant Secretary, or if there
                  ------------------------
be more than one, the Assistant Secretaries in the order determined by the Board
of Directors (or if there be no such determination, then in the order of their
election), shall, in the absence of the Secretary or in the event of his
inability to act or his failure to act (in violation of a duty to act or in
contravention of direction to act by the Board of Directors),

                                      -12-
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perform the duties and exercise the powers of the Secretary and shall perform
such other duties as from time to time may be assigned by the Board of
Directors.

     SECTION 12.  Officers' Bonds or Other Security.  If required by the Board
                  ----------------------------------
of Directors, any officer of the Corporation shall give a bond or other security
for the faithful performance of his duties, in such amount and with such surety
as the Board of Directors may require.

     SECTION 13.  Compensation.  The compensation of the officers of the
                  -------------
Corporation for their services as such officers shall be fixed from time to time
by the Board of Directors.  An officer of the Corporation shall not be prevented
from receiving compensation by reason of the fact that he is also a director of
the Corporation.


                                   ARTICLE V

                     STOCK CERTIFICATES AND THEIR TRANSFER

       SECTION 1.  Stock Certificates.   The Board of Directors may issue stock
                   -------------------
certificates, or may provide by resolution or resolutions that some or all of
any or all classes or series of stock of the Corporation shall be uncertificated
shares of stock.  Notwithstanding the adoption of such a resolution by the Board
of Directors, every holder of stock represented by a certificate 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 of
the Board, the Chief Executive Officer, the President or a Vice-President and by
the Treasurer or an Assistant Treasurer or the Secretary or an Assistant
Secretary of the Corporation, certifying the number of shares owned by him in
the Corporation.  A certificate representing shares issued by the Corporation
shall, if the Corporation is authorized to issue more than one class or series
of stock, set forth upon the face or back of the certificate, or shall state
that the Corporation will furnish to any stockholder upon request and without
charge, a full statement of the 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.  The Corporation shall furnish to any holder of uncertificated
shares, upon request and without charge, a full statement of the 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.  Any request by a holder for a
certificate shall be in writing and directed to the Secretary of the
Corporation.

                                      -13-
<PAGE>
 
       SECTION 2.  Facsimile Signatures.  Where a certificate is signed by a
                   ---------------------
transfer agent or transfer clerk and by a registrar, the signatures of the
Chairman of the Board, Chief Executive Officer, President, Vice-President,
Treasurer, Assistant Treasurer, Secretary or Assistant Secretary upon such
certificate may be facsimiles engraved or printed.  In case any officer,
transfer agent or registrar who has signed or whose facsimile signature has been
placed upon a certificate shall have ceased to be such officer, transfer agent
or registrar before such certificate is issued, it may be issued by the
Corporation with the same effect as if he were such officer, transfer agent or
registrar at the date of issue.

       SECTION 3.  Lost Certificates.  The Board of Directors may direct a new
                   ------------------
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost,
stolen, or destroyed.  When authorizing such issue of a new certificate or
certificates, the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen, or
destroyed certificate or certificates, or his legal representative, to give the
Corporation a bond in such sum as it may direct sufficient to indemnify it
against any claim that may be made against the Corporation on account of the
alleged loss, theft or destruction of any such certificate or the issuance of
such new certificate.

       SECTION 4.  Transfers of Stock.  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, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its records; provided, however, that the Corporation shall be
entitled to recognize and enforce any lawful restriction on transfer.  Whenever
any transfer of stock shall be made for collateral security, and not absolutely,
it shall be so expressed in the entry of transfer if, when the certificates are
presented to the Corporation for transfer, both the transferor and the
transferee request the Corporation to do so.

       SECTION 5.  Transfer Agents and Registrars.  The Board of Directors may
                   -------------------------------
appoint, or authorize any officer or officers to appoint, one or more transfer
agents and one or more registrars.

       SECTION 6.  Regulations.  The Board of Directors may make such additional
                   ------------
rules and regulations, not inconsistent with these Bylaws, as it may deem
expedient concerning the issue, transfer and registration of certificates for
shares of stock of the Corporation.

                                      -14-
<PAGE>
 
       SECTION 7.  Fixing the Record Date.  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, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be more than sixty (60) nor less than
ten (10) days before the date of such meeting, nor more than sixty (60) days
prior to any other action.  A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of Directors may
fix a new record date for the adjourned meeting.

       SECTION 8.  Registered Stockholders.  The Corporation shall be entitled
                   ------------------------
to recognize the exclusive right of a person registered on its records as the
owner of shares of stock to receive dividends and to vote as such owner, shall
be entitled to hold liable for calls and assessments a person registered on its
records as the owner of shares of stock, and shall not be bound to recognize any
equitable or other claim to or interest in such share or shares of stock on the
part of any other person, whether or not it shall have express or other notice
thereof, except as otherwise provided by the laws of Delaware.


                                   ARTICLE VI

                               GENERAL PROVISIONS

       SECTION 1.  Dividends.  Subject to the provisions of statute and the
                   ----------
Certificate of Incorporation, dividends upon the shares of capital stock of the
Corporation may be declared by the Board of Directors at any regular or special
meeting.  Dividends may be paid in cash, in property or in shares of stock of
the Corporation, unless otherwise provided by statute or the Certificate of
Incorporation.

       SECTION 2.  Reserves.  Before payment of any dividend, there may be set
                   ---------
aside out of any funds of the Corporation available for dividends such sum or
sums as the Board of Directors may, from time to time, in its absolute
discretion, think proper as a reserve or reserves to meet contingencies, or for
equalizing dividends, or for repairing or maintaining any property of the
Corporation or for such other purpose as the Board of Directors may think
conducive to the interests of the Corporation.  The Board of Directors may
modify or abolish any such reserves in the manner in which it was created.

                                      -15-
<PAGE>
 
       SECTION 3.  Seal.  The seal of the Corporation shall be in such form as
                   -----
shall be approved by the Board of Directors, which form may be changed by
resolution of the Board of Directors.

       SECTION 4.  Fiscal Year.  The fiscal year of the Corporation shall end on
                   ------------
December 31 of each fiscal year and may thereafter be changed by resolution of
the Board of Directors.

       SECTION 5.  Checks, Notes, Drafts, Etc.  All checks, notes, drafts or
                   ---------------------------
other orders for the payment of money of the Corporation shall be signed,
endorsed or accepted in the name of the Corporation by such officer, officers,
person or persons as from time to time may be designated by the Board of
Directors or by an officer or officers authorized by the Board of Directors to
make such designation.

       SECTION 6.  Execution of Contracts, Deeds, Etc.  The Board of Directors
                   -----------------------------------
may authorize any officer or officers, agent or agents, in the name and on
behalf of the Corporation to enter into or execute and deliver any and all
deeds, bonds, mortgages, contracts and other obligations or instruments, and
such authority may be general or confined to specific instances.

       SECTION 7.  Voting of Stock in Other Corporations.  Unless otherwise
                   --------------------------------------
provided by resolution of the Board of Directors, the Chairman of the Board, the
Chief Executive Officer or the President, from time to time, may (or may appoint
one or more attorneys or agents to) cast the votes which the Corporation may be
entitled to cast as a shareholder or otherwise in any other corporation, any of
whose shares or securities may be held by the Corporation, at meetings of the
holders of the shares or other securities of such other corporation.  In the
event one or more attorneys or agents are appointed, the Chairman of the Board,
the Chief Executive Officer or the President may instruct the person or persons
so appointed as to the manner of casting such votes or giving such consent.  The
Chairman of the Board, the Chief Executive Officer or the President may, or may
instruct the attorneys or agents appointed to, execute or cause to be executed
in the name and on behalf of the Corporation and under its seal or otherwise,
such written proxies, consents, waivers or other instruments as may be necessary
or proper in the circumstances.

                                      -16-
<PAGE>
 
                                  ARTICLE VII

                                   AMENDMENTS

       These Bylaws may be amended or repealed or new Bylaws adopted only in
accordance with Article SEVENTH of the Certificate of Incorporation.

                                      -17-