
<PAGE>
 
                                                                     Exhibit 3.1
 
                                    BYLAWS

                                      OF

                             PPG INDUSTRIES, INC.



                      (Incorporated under the Laws of the
                         Commonwealth of Pennsylvania)



                    ______________________________________

                               December 14, 1995
<PAGE>
 
                               TABLE OF CONTENTS
                               -----------------

<TABLE>
<CAPTION>
                                                                     PAGE
<S>                                                                 <C>
                     ARTICLE I -- MEETINGS OF SHAREHOLDERS
 
Section 1.1.  Annual                                                   1
Section 1.2.  Business at Annual Meetings                              1
Section 1.3.  Special Meetings                                         1
Section 1.4.  Business at Special Meetings                             2
Section 1.5.  Notice                                                   2
Section 1.6.  Quorum                                                   2
Section 1.7.  Voting                                                   2
Section 1.8.  Proxies; Appointment and Revocation                      3
Section 1.9.  Meeting Procedure                                        3
Section 1.10. Nominations of Director Candidates                       4
                                                    
                       ARTICLE II -- BOARD OF DIRECTORS

Section 2.1.  Number, Classification and Removal;   
                     Vacancies                                         4
Section 2.2.  Qualifications and Powers                                6
Section 2.3.  Organizational Meeting                                   6
Section 2.4.  Regular Meetings; Notice                                 6
Section 2.5.  Special Meetings; Notice                                 6
Section 2.6.  Quorum; Action                                           7
Section 2.7.  Fees and Expenses                                        7
Section 2.8.  Charitable Contributions                                 7
Section 2.9.  Catastrophe                                              7
Section 2.10. Limitation of Liability                                  8
                                                    
                           ARTICLE III -- COMMITTEES

Section 3.1.  Standing Committees                                      8
              (a)  Audit Committee                                     8
              (b)  Nominating Committee.                               9
</TABLE>

                                       i
<PAGE>
 
<TABLE>
<S>                                                                 <C>
              (c)  Officers-Directors Compensation
                              Committee                                9
Section 3.2.  Other Committees                                         9
Section 3.3.  Organization of and Action by Committees                10
                                                                      
                            ARTICLE IV -- OFFICERS
                                                                      
Section 4.1.  Election                                                10
Section 4.2.  Chairman                                                10
Section 4.3.  Vice Chairman                                           10
Section 4.4.  President                                               11
Section 4.5.  Vice Presidents and Other Officers                      11
Section 4.6.  Secretary                                               11
Section 4.7.  Treasurer                                               11
Section 4.8.  Controller                                              12
Section 4.9.  Vacancies                                               12
Section 4.10. Delegation of Duties                                    12
                                                                      
                                 ARTICLE V --
              MISCELLANEOUS CORPORATE TRANSACTIONS AND DOCUMENTS
                                                                      
Section 5.1.  Borrowing                                               13
Section 5.2.  Execution of Instruments                                13
Section 5.3.  Voting and Acting with Respect to Stock and             
                  Other Securities Owned by the Corporation           13
                                                                      
                             VI -- INDEMNIFICATION
                                                                      
Section 6.1.  Entitlement to Indemnification                          14
Section 6.2.  Advancement of Expenses                                 14
Section 6.3.  Indemnification Procedure                               15
Section 6.4.  Partial Indemnification                                 16
Section 6.5.  Insurance                                               16
Section 6.6.  Agreements                                              16
Section 6.7.  Miscellaneous                                           16
Section 6.8.  Construction                                            17
Section 6.9.  Effectiveness                                           17
Section 6.10. Amendment                                               17
                                                                      
</TABLE>

                                       ii
<PAGE>
 
<TABLE>
<S>                                                                 <C>
                         ARTICLE VII -- CAPITAL STOCK
                                                                      
Section 7.1.  Share Certificates                                      17
Section 7.2.  Transfer of Shares                                      18
Section 7.3.  Holders of Record                                       18
Section 7.4.  Replacement                                             19
                                                                      
                         ARTICLE VIII -- MISCELLANEOUS
                                                                      
Section 8.1.  Description of Seal                                     19
Section 8.2.  Fiscal Year                                             19
Section 8.3.  Gender                                                  19
Section 8.4.  Adoption, Amendment or Repeal of Bylaws                 19
</TABLE>

                                      iii
<PAGE>
 
                                    BYLAWS
                                    ------
                                      OF
                                      --
                             PPG INDUSTRIES, INC.
                             --------------------

       (Incorporated under the Laws of the Commonwealth of Pennsylvania)


                                   ARTICLE I

                           MEETINGS OF SHAREHOLDERS
                           ------------------------


    Section 1.1.  Annual Meetings.  An annual meeting of the shareholders shall
    ------------  ----------------                                             
be held each year on such day as the Board of Directors of the Corporation (the
"Board of Directors") may designate, or, if not so designated, on the third
Thursday in April if not a legal holiday, and if a legal holiday, then on the
next business day following.  Annual meetings shall be held at the registered
office of the Corporation, or at such other places, within or without the
Commonwealth of Pennsylvania, as may be designated by the Board of Directors.

    Section 1.2.  Business at Annual Meetings.  The business at each annual
    ------------  ----------------------------                             
meeting of the shareholders shall include:  (a) a review of the business of the
preceding year; (b) the election of directors; and (c) such other business as
may properly be brought before the meeting.  No business may be transacted at
any annual meeting other than (i) matters referred to in the notice of the
meeting or any supplement thereto, (ii) matters otherwise properly brought
before the meeting by or at the direction of the Board of Directors, (iii)
matters properly brought before the meeting by one or more shareholders, but
only in accordance and upon compliance with the provisions of the proxy rules of
the Securities and Exchange Commission and (iv) matters which are incidental or
germane to any of the foregoing.

    Section 1.3.  Special Meetings.  Special meetings of the shareholders may be
    ------------  -----------------                                             
called at any time, for the purpose or purposes set forth in the call, by the
Board of Directors or by the Chairman of the Board of Directors.  Special
meetings shall be held at the registered office of the Corporation, or at such
other places, within or without the Commonwealth of Pennsylvania, as may be
designated by the Board of Directors or the Chairman of the Board of Directors.

                                       1
<PAGE>
 
    Section 1.4.  Business at Special Meetings.  No business may be transacted
    ------------  -----------------------------                               
at any special meeting of the shareholders other than matters referred to in the
notice of the meeting or any supplement thereto and matters which are incidental
or germane thereto.

    Section 1.5.  Notice.  Written notice specifying the place, date and time
    ------------  -------                                                    
and the general nature of business to be transacted at each meeting of the
shareholders shall be given by the Secretary to each shareholder of record
entitled to vote at such meeting.

    Section 1.6.  Quorum.  A shareholders' meeting shall not be organized for
    ------------  -------                                                    
the transaction of business unless a quorum is present.  At any meeting, the
presence in person or by proxy of shareholders entitled to cast the minimum
number of votes required by law to constitute a quorum on a particular matter in
the absence of a bylaw to the contrary, or if no such number is required by law,
at least a majority of the votes which all shareholders are entitled to cast on
such matter, shall be necessary and sufficient to organize a meeting for the
purpose of considering such matter.  Notwithstanding the withdrawal of enough
shareholders to leave less than the number of votes required by the preceding
sentence, the shareholders who continue to be present at a duly organized
meeting shall constitute a quorum in order to continue to do business until
adjournment.  If a meeting cannot be organized because a quorum has not
attended, those present in person or by proxy may by majority vote adjourn the
meeting to such time and place as they may determine, and it shall not be
necessary to give notice of such adjourned meeting or the business to be
transacted at such meeting to any shareholder other than by announcement at the
meeting at which such adjournment is taken, unless the Board of Directors fixes
a new record date for the adjourned meeting.

    Section 1.7.  Voting.  The voting at all meetings of the shareholders may be
    ------------  -------                                                       
by voice; but any qualified voter may demand a stock vote, whereupon (i) with
respect to any matter specifically set forth in the notice of meeting, such
stock vote shall be taken by ballot, and (ii) in the case of any other vote,
such stock vote may be taken by ballot, by show of hands, or any other manner
selected by the presiding officer.  If the vote is taken by ballot, each ballot
shall state the name of the shareholder voting and the number of shares voted by
him, and if such ballot be cast by proxy, it shall state the name of the proxy
voting and the number of shares voted by him as proxy.  Each shareholder shall
be entitled to one vote for each share having voting power registered in his
name on the books of the Corporation as of the record date for the determination
of the shareholders entitled to vote at the meeting, and it may be voted by the
shareholder or his duly authorized proxy.  When a stock vote is demanded, all
questions shall be decided by a

                                       2
<PAGE>
 
vote of shareholders present, in person or by proxy, entitled to cast at least
a majority of the votes which all shareholders present and voting (excluding
abstentions) are entitled to cast on the particular matter, unless otherwise
especially provided in these bylaws, in the Restated Articles of Incorporation,
as amended from time to time (the "Restated Articles of Incorporation"), or by
law, and except that in the case of privileged, subsidiary or incidental
motions or questions involving the convenience of the shareholders present, the
presiding officer may call for a per capita vote, either by voice or by show of
hands.  Where a proxy or proxies represent the holders of shares entitled to
cast in aggregate a sufficient number of votes to adopt a particular
resolution, the vote of such proxy or proxies may, in the discretion of the
presiding officer, constitute action by the shareholders.

    A complete list of the shareholders entitled to vote at any meeting of
shareholders, arranged in alphabetical order with the address of and the number
of shares held by each, shall be prepared by the Secretary and shall be produced
and kept open at the time and place of the meeting and shall be subject to the
inspection of any shareholder during the whole time of the meeting.  In lieu of
the making of a list, the Corporation may make the information therein available
at the meeting by any other means.

    Section 1.8.  Proxies; Appointment and Revocation.  Every shareholder
    ------------  ------------------------------------                   
entitled to vote at a meeting of the shareholders or to express consent or
dissent to corporate action in writing without a meeting may authorize another
person or persons, but not more than three, to act for him by proxy.  Every
proxy shall be executed in writing (including telegram, cable or radiogram,
telex, TWX, facsimile transmission or similar transmission), by the shareholder
or by his duly authorized attorney-in-fact, and filed with the Secretary.

    Section 1.9.  Meeting Procedure.  At all meetings of shareholders, the
    ------------  ------------------                                      
Chairman of the Board of Directors shall preside, but in his absence, the
presiding officer shall be designated by the Board of Directors, or if not so
designated, selected by the shareholders present.  The Secretary shall take the
minutes of the meeting, but in the absence of the Secretary or an Assistant
Secretary, the presiding officer shall designate any person to take the minutes
of the meeting.  The presiding officer of any meeting shall determine the order
of business and the procedure at the meeting, including such regulation of the
conduct of discussion as seems to him in order.  The conduct of meetings shall
be governed by accepted corporate practice (not Roberts' Rules), the fundamental
                                            ---                                 
rule being that all who are entitled to take part shall be treated with fairness
and good faith.

                                       3
<PAGE>
 
    Section 1.10.  Nominations of Director Candidates.  Nominations for the
    -------------  -----------------------------------                     
election of directors at a meeting of shareholders may be made only (1) by the
Board of Directors or a committee appointed by the Board of Directors or (2) by
a holder of record of stock entitled to vote in the election of the directors to
be elected; but a nomination may be made by a shareholder only if written notice
of such nomination is received by the Secretary not later than (i) with respect
to an election to be held at an annual meeting of the shareholders, the date on
which a shareholder proposal would have to be submitted to the Corporation in
order to be set forth in the Corporation's proxy statement, as provided in the
applicable proxy rules of the Securities and Exchange Commission, and (ii) with
respect to an election to be held at a special meeting of the shareholders, the
close of business on the tenth day following the date on which notice of such
meeting is first given to shareholders.  Each such notice shall set forth:  (a)
the name and address of the shareholder who intends to make the nomination and
of the person or persons to be nominated; (b) a representation that the
shareholder 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; (c) a description of all
arrangements or understandings between the shareholder and each nominee and any
other person or persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by the shareholder; (d) such other
information regarding each nominee proposed by such shareholder 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 by the
Board of Directors; and (e) the written consent of each nominee, signed by such
nominee, to serve as a director of the Corporation if so elected. The presiding
officer of the meeting may refuse to acknowledge the nomination of any person by
a shareholder not made in compliance with the foregoing procedure.


                                  ARTICLE II

                              BOARD OF DIRECTORS
                              ------------------


    Section 2.1.  Number, Classification and Removal; Vacancies.
    ------------  ----------------------------------------------
Article Sixth of the Restated Articles of Incorporation reads as follows:

    "SIXTH.  6.1  The business and affairs of the corporation shall be managed
     -----                                                                    
by a Board of Directors comprised as follows:

                                       4
<PAGE>
 
     (a) The Board of Directors shall consist of not less than 9 nor
         more than 17 persons, the exact number to be fixed from time to time by
         the Board of Directors pursuant to a resolution adopted by a majority
         vote of the directors then in office;

     (b) Directors shall, from and after the annual meeting of
         shareholders held in 1987, continue to be classified with respect to
         the time for which they shall severally hold office by dividing them
         into 3 classes, as nearly equal in number as possible.  At such meeting
         and at each succeeding annual meeting of shareholders, the class of
         directors then being elected shall be elected to hold office for a term
         of 3 years.  Each director shall hold office for the term for which
         elected and until his or her successor shall have been elected and
         qualified;

     (c) Subject to the rights of the holders of any series of
         preferred stock then outstanding, any director, any class of directors,
         or the entire Board of Directors, may be removed from office by
         shareholder vote at any time, with or without assigning any cause, but
         only if shareholders entitled to cast at least 80% of the votes which
         all shareholders would be entitled to cast at an annual election of
         directors or of such class of directors shall vote in favor of such
         removal; provided, however, that no individual director shall be
         removed (unless the entire Board of Directors or any class of directors
         be removed) in case the votes cast against such removal would be
         sufficient, if voted cumulatively for such director, to elect him or
         her to the class of directors of which he or she is a member; and

     (d) Subject to the rights of the holders of any series of
         preferred stock then outstanding, vacancies in the Board of Directors,
         including vacancies resulting from an increase in the number of
         directors, shall be filled only by a majority vote of the remaining
         directors then in office, though less than a quorum, except that
         vacancies resulting from removal from office by a vote of the
         shareholders may be filled by the shareholders at the same meeting at
         which such removal occurs.  All directors elected to fill vacancies
         shall hold office for a term expiring at the annual meeting of
         shareholders at which the term of the class to which they have been
         elected expires.  No decrease in the number of directors constituting
         the Board of Directors shall shorten the term of any incumbent
         director.

                                       5
<PAGE>
 
    6.2  Notwithstanding any other provisions of law, the Restated Articles or
the bylaws of the corporation, 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 in an annual election of directors, voting together
as a single class, shall be required to amend or repeal, or to adopt any
provision inconsistent with, this Article Sixth."

    Section 2.2.  Qualifications and Powers.  No person shall be elected a
    ------------  --------------------------                              
director unless such person owns at least 100 shares of Common Stock of the
Corporation.  In addition to the powers and authority expressly conferred upon
it by these bylaws and the Restated Articles of Incorporation, the Board of
Directors may exercise all such powers of the Corporation and do all such lawful
acts and things in the management of the Corporation as are not, by these
bylaws, by the Restated Articles of Incorporation, or by law directed or
required to be exercised or done by the shareholders.

    Section 2.3.  Organizational Meeting.  The first regular meeting of each
    ------------  -----------------------                                   
newly-elected Board of Directors shall be held immediately following the annual
meeting of the shareholders, and no notice of such meeting shall be necessary in
order legally to constitute the meeting, provided that a quorum of the Board of
Directors shall be present.  At such meeting the Board of Directors shall
organize itself, and may elect officers, appoint members of standing committees
and transact any other business.

    Section 2.4.  Regular Meetings; Notice.  Regular meetings of the Board of
    ------------  -------------------------                                  
Directors shall be held at such time and place as shall be designated by the
Board of Directors from time to time.  Notice of such regular meetings of the
Board of Directors shall not be required to be given, except as otherwise
expressly required in these bylaws or by law.  However, whenever the time or
place of regular meetings shall be initially fixed or changed, notice of such
action shall be given to each director not participating in such action.  Any
business may be transacted at any regular meeting.

    Section 2.5.  Special Meetings; Notice.  Special meetings of the Board of
    ------------  -------------------------                                  
Directors may be called at any time by the Chairman of the Board of Directors
or, in his absence or during his inability to act, by the Vice Chairman of the
Board of Directors or, in the absence or during the inability of either to act,
by the President, or by any four directors of the Corporation, by giving notice
to the Secretary.  Notice of every special meeting of the Board of Directors
stating the place, day and hour thereof shall be given by the Secretary to each
director by being mailed by first class at least five days, or express mail or
sent by courier service at least three days, or sent by telex, TWX, telegram,
facsimile


                                       6
<PAGE>
 
transmission or similar transmission or given personally or by
telephone at least 24 hours, before the time at which the meeting is to be held.
Any business may be transacted at any special meeting.

    Section 2.6.  Quorum; Action.  A meeting of the Board of Directors shall not
    ------------  ---------------                                               
be organized for the transaction of business unless a quorum is present.  At any
meeting, a majority of the directors then in office shall be necessary and
sufficient to organize the meeting.  A meeting at which a quorum is not present
may be adjourned from time to time by a majority vote of those present to such
time and place as they may determine, and it shall not be necessary to give
notice of such adjourned meeting or the business to be transacted thereat other
than by announcement at the meeting at which such adjournment is taken.
Notwithstanding the withdrawal of enough directors to leave less than a
majority, the directors who continue to be present at a duly organized meeting
shall constitute a quorum in order to continue to do business.  Unless otherwise
provided in these bylaws, in the Restated Articles of Incorporation or by law,
the acts of a majority of the directors present and voting (excluding
abstentions) at a duly organized meeting shall be the acts of the Board of
Directors.  The yeas and nays shall be taken and recorded in the minutes at the
request of any director present at a meeting.

    Section 2.7.  Fees and Expenses.  The Board of Directors shall fix the
    ------------  ------------------                                      
compensation of each director (except for those directors who are officers of
the Corporation, whose compensation is to be fixed by the Officers-Directors
Compensation Committee) including, without limitation:  (a) a fixed annual fee;
and (b) a fixed sum for attendance at any meeting of the Board of Directors or
any committee.  Directors shall be reimbursed for the expenses of attendance at
any meeting of the Board of Directors or any committee.

    Section 2.8.  Charitable Contributions.  The Board of Directors may
    ------------  -------------------------                            
authorize contributions out of the income of the Corporation for the public
welfare or for religious, charitable, scientific, or educational purposes.

    Section 2.9.  Catastrophe.  Notwithstanding any other provisions of law, the
    ------------  ------------                                                  
Restated Articles of Incorporation or these bylaws, during any emergency period
caused by a national catastrophe or local disaster, a majority of the surviving
members (or the sole survivor) of the Board of Directors who have not been
rendered incapable of acting because of incapacity or the difficulty of
communication or transportation to the place of meeting, shall constitute a
quorum for the sole purpose of electing directors to fill such emergency
vacancies or to reduce the size of the full Board of Directors or both; and a
majority of the directors (or the sole survivor) present at such a meeting may
take such 


                                       7
<PAGE>
 
action.  Directors so elected shall serve until such absent directors
are able to attend meetings or until the shareholders act to elect directors for
such purpose.  During such an emergency period, if the Board of Directors and
the Policy and Planning Committee are unable to or fail to meet, any action
appropriate to the circumstances may be taken by such officers of the
Corporation as may be present and able.  Questions as to the existence of a
national catastrophe or local disaster and the number of surviving members
capable of acting shall be conclusively determined at the time by the directors
or the officers so acting.

    Section 2.10.  Limitation of Liability.  To the fullest extent that the laws
    -------------  ------------------------                                     
of the Commonwealth of Pennsylvania, as in effect on January 27, 1987, or as
thereafter amended, permit the elimination or limitation of the liability of
directors, no director of the Corporation shall be personally liable for
monetary damages as such for any action taken, or any failure to take any
action, as a director.  This Section 2.10 shall not apply to any actions filed
prior to January 27, 1987, nor to any breach of performance of duty or any
failure of performance of duty by any director occurring prior to January 27,
1987.  The provisions of this Section 2.10 shall be deemed to be a contract with
each director of the Corporation who serves as such at any time while such
provisions are in effect, and each such director shall be deemed to be serving
as such in reliance on such provisions.  Any amendment to or repeal of this
Section 2.10, or adoption of any other Article or bylaw of the Corporation,
which has the effect of increasing director liability shall require the
affirmative vote of at least 80% of the voting power of the then outstanding
shares of capital stock of the Corporation entitled to vote in an annual
election of directors, voting together as a single class.  Any such amendment or
repeal, other Article or bylaw, shall operate prospectively only and shall not
have effect with respect to any action taken, or any failure to act, by a
director prior thereto.


                                  ARTICLE III


                                  COMMITTEES
                                  ----------


    Section 3.1.  Standing Committees.  The Board of Directors shall appoint the
    ------------  --------------------                                          
members of the following standing committees:

    (a)  Audit Committee, comprised of independent, non-employee members of the
Board of Directors, which shall recommend to the Board of Directors the
independent

                                       8
<PAGE>
 
public accountants to be appointed or elected annually; review with
the independent public accountants and the internal auditors the scope and plan
of their respective future audit programs and their respective reports and
recommendations concerning audit findings; meet with the officers of the
Corporation and separately with the independent public accountants and with the
internal auditors to review audits, annual financial statements prior to their
release, accounting and financial controls and compliance with appropriate codes
of conduct; report on its meetings to the Board of Directors together with its
comments and recommendations; and have such other powers and perform such other
duties as the Board of Directors may specify.

    (b)  Nominating Committee, comprised of non-employee members of the Board of
Directors, which shall recommend to the Board of Directors (i) the persons to be
nominated by the Board of Directors to stand for election as directors at the
annual meeting of the shareholders, (ii) the person or persons to be elected by
the Board of Directors to fill any vacancy or vacancies in the Board of
Directors, (iii) the persons to be elected by the Board of Directors to the
offices of the Chairman of the Board of Directors, Vice Chairman of the Board of
Directors, President and any office which would cause such person to be an
executive officer (as defined under the Securities Exchange Act of 1934) of the
Corporation and (iv) the persons to be appointed by the Board of Directors to
membership on the Policy and Planning Committee and the Operating Committee; and
have such other powers and perform such other duties as the Board of Directors
may specify.

    (c)  Officers-Directors Compensation Committee, comprised of non-employee
members of the Board of Directors, which shall administer and interpret the
Incentive Compensation Plan for Key Employees, the Earnings Growth Plans, the
Stock Option Plans and such other of the compensation plans of the Corporation
as the Board of Directors may specify; fix the compensation and benefits (i) of
all officers of the Corporation serving as directors of the Corporation and (ii)
of all executive officers (as defined under the Securities Exchange Act of 1934)
of the Corporation; and have such other powers and perform such other duties as
the Board of Directors may specify.

    Section 3.2.  Other Committees.  The Board of Directors shall establish a
    ------------  -----------------                                          
Policy and Planning Committee and an Operating Committee and may establish such
other committees as it may deem appropriate, all of which committees shall have
such powers and perform such duties as the Board of Directors may specify and
have such membership, which may or may not include directors, as the Board of
Directors may appoint.

                                       9
<PAGE>
 
    Section 3.3.  Organization of and Action by Committees.  All committee
    ------------  ----------------------------- -----------               
members appointed by the Board of Directors shall serve at the pleasure of the
Board of Directors.  All committees shall determine their own organization,
procedures and times and places of meeting, unless otherwise directed by the
Board of Directors.  Any action taken by any committee shall be subject to
alteration or revocation by the Board of Directors; provided, however, that
third parties shall not be prejudiced by such alteration or revocation.


                                  ARTICLE IV

                                   OFFICERS
                                   --------


    Section 4.1.  Election.  The Board of Directors shall elect a Chairman of
    ------------  ---------                                                  
the Board of Directors, a Secretary and a Treasurer.  In addition, the Board of
Directors may elect a Vice Chairman of the Board of Directors, President and
Controller, or any one or more of them, and may elect one or more Vice
Presidents or other officers.  Each officer elected by the Board of Directors
shall serve until the next organizational meeting of the Board of Directors and
until his successor, if any, shall have been elected, unless his resignation or
removal shall expressly be effective earlier.  Each officer appointed by the
Policy and Planning Committee shall serve until his successor, if any, shall
have been appointed, unless his resignation or removal shall expressly be
effective earlier.  Any officer of the Corporation may be removed by the Board
of Directors with or without cause.

    Section 4.2.  Chairman.  The Chairman of the Board of Directors shall be the
    ------------  ---------                                                     
chief executive officer of the Corporation and shall have general control and
direction of the business of the Corporation.  He shall preside at all meetings
of shareholders and directors and shall have such other powers and perform such
other duties as the Board of Directors may specify.  The Chairman of the Board
of Directors shall be an ex officio member, without the right to vote, of the
Audit, Nominating and Officers-Directors Compensation Committees.  No person
shall hold the position of Chairman of the Board of Directors and be the Chief
Executive Officer of the Corporation for a period in excess of ten years.

    Section 4.3.  Vice Chairman.  The Vice Chairman of the Board of Directors
    ------------  --------------                                             
shall have such powers and perform such duties as the Board of Directors or the
Chairman of the Board of Directors may specify.

                                       10
<PAGE>
 
    Section 4.4.  President.  The President shall have such powers and perform
    ------------  ----------                                                  
such duties as the Board of Directors or the Chairman of the Board of Directors
may specify.  If the office of President is vacant, the Chairman of the Board of
Directors shall have all of the powers and perform all acts incident to the
office of the President.

    Section 4.5.  Vice Presidents and Other Officers.  The Vice Presidents and
    ------------  -----------------------------------                         
other officers elected by the Board of Directors shall have such powers and
perform such duties as the Board of Directors, the Chairman of the Board of
Directors, the Vice Chairman of the Board of Directors or the President may
specify.  In the absence of the Chairman of the Board of Directors, the Vice
Chairman of the Board of Directors and the President, or during their inability
to act, such Vice Presidents and other officers may exercise, subject to the
control of the Board of Directors, the powers and duties of the Chairman of the
Board of Directors, the Vice Chairman of the Board of Directors and the
President.  The Vice Presidents and other officers appointed by the Policy and
Planning Committee shall have such powers and perform such duties as the Policy
and Planning Committee or any officers to whom they report, directly or
indirectly, may specify.

    Section 4.6.  Secretary.  The Secretary shall attend all meetings of the
    ------------  ----------                                                
shareholders and of the Board of Directors and shall keep careful records of all
such meetings, the proceedings of which shall be transcribed into the minute
book of the Corporation over his signature.  He shall have custody of the
corporate seal and of all books, documents, and papers of the Corporation
committed to his charge.  He shall cause all notices to be given to shareholders
and to directors of the Corporation as may be required by law or these bylaws.
He shall make such reports, have such other powers and perform such other duties
as are authorized or required by law or the Board of Directors may specify.  The
Secretary may delegate to one or more Assistant Secretaries any of his powers
and duties.  In the absence of the Secretary or during his inability to act, his
powers and duties shall be performed by one or more Assistant Secretaries.

    Section 4.7.  Treasurer.  The Treasurer shall have the custody and care of,
    ------------  ----------                                                   
and shall manage and invest, all the money, securities, and funds of the
Corporation.  To the extent not invested in stocks, bonds or other securities,
the Treasurer shall deposit the money and funds of the Corporation in such bank
or banks or depositories as the Board of Directors may designate, provided that
the Board of Directors may delegate to the Treasurer, subject to such
limitations as it may from time to time prescribe, the power to designate such
bank or banks or depositories.  Under the direction of the Board of Directors,
the Treasurer shall pay out and dispose of all drafts, notes, checks, warrants,

                                       11
<PAGE>
 
and orders for the payment of money; render such statements to the Board of
Directors as it shall require; and have such other powers and perform such other
duties as the Board of Directors may specify or which are authorized or required
of the Treasurer by law.  The Treasurer may delegate any of his powers and
duties to one or more Assistant Treasurers and, if authorized by the Board of
Directors, any officer or agent of the Corporation. If required by the Board of
Directors, the Treasurer and any Assistant Treasurer shall give bond for the
faithful discharge of his duties in such amount as may be fixed by the Board of
Directors and with such surety as may be approved by the Board of Directors. In
the absence of the Treasurer or during his inability to act, his powers and
duties shall be performed by one or more Assistant Treasurers.

    Section 4.8.  Controller.  The Controller shall keep or cause to be kept all
    ------------  -----------                                                   
books of account and accounting records of the Corporation.  He shall
periodically render to the Board of Directors financial statements and reports
covering the results of the operations of the Corporation.  Subject to the
control of the Board of Directors, he shall determine all accounting policies
and procedures, including, without limiting the generality of the foregoing,
matters relating to depreciation, depletion, valuation of inventories, the
method of creating reserves and accruals, and the establishment of the value of
land, buildings, equipment, securities and other assets and shall perform all
other acts authorized or required of the Controller by law and shall have such
other powers and perform such other duties as the Board of Directors may
specify.  The Controller may delegate to one or more Assistant Controllers any
of his powers and duties.  In the absence of the Controller or during his
inability to act, his powers and duties shall be performed by one or more
Assistant Controllers.  If the office of Controller is vacant, his duties shall
be performed by the officer designated by the Board of Directors.

    Section 4.9.  Vacancies.  Vacancy in any office or position by reason of
    ------------  ----------                                                
death, resignation, removal, disqualification or any other cause, shall be
filled in the manner provided in this ARTICLE IV for regular election or
appointment to such office.

    Section 4.10.  Delegation of Duties.  In case of the absence of any officer
    -------------  ---------------------                                       
of the Corporation, or for any other reason that the Board of Directors may deem
sufficient, the Board of Directors may delegate for the time being the powers
and duties, or any of them, of such officer to any other officer or director or
other person whom it may select.

                                       12
<PAGE>
 
                                   ARTICLE V

              MISCELLANEOUS CORPORATE TRANSACTIONS AND DOCUMENTS
              --------------------------------------------------


    Section 5.1.  Borrowing.  No officer, agent or employee of the Corporation
    ------------  ----------                                                  
shall have any power or authority to borrow money on its behalf, to guarantee or
pledge its credit, or to mortgage or pledge any of its real or personal
property, except within the scope and to the extent of such authority as may be
delegated by the Board of Directors.  Authority may be granted by the Board of
Directors for any of the above purposes and may be general or limited to
specific instances.

    Section 5.2.  Execution of Instruments.  All properly authorized notes,
    ------------  -------------------------                                
bonds, drafts, acceptances, checks, endorsements (other than for deposit),
guarantees, and all evidences of indebtedness of the Corporation whatsoever, and
all deeds, mortgages, contracts and other instruments requiring execution by the
Corporation may be signed by the Chairman of the Board of Directors, the Vice
Chairman of the Board of Directors, the President, any Vice President or the
Treasurer; and authority to sign any such instruments, which may be general or
confined to specific instances, may be conferred by the Board of Directors upon
any other person or persons, subject to such requirements as to countersignature
or other conditions, as the Board of Directors may from time to time determine.
Facsimile signatures may be used on checks, notes, bonds or other instruments.
Any person having authority to sign on behalf of the Corporation may delegate,
from time to time, by instrument in writing, all or any part of such authority
to any person or persons if authorized so to do by the Board of Directors.
Unless otherwise delegated, the Board of Directors retains the authority to
approve any and all transactions entered into on behalf of the Corporation.

    Section 5.3.  Voting and Acting with Respect to Stock and Other Securities
    ------------  ------------------------------------------------------------
Owned by the Corporation.  The Chairman of the Board of Directors, the Vice
-------------------------                                                  
Chairman of the Board of Directors, the President, any Vice President or the
Treasurer of the Corporation shall have the power and authority to vote and act
with respect to all stock and other securities in any other corporation owned by
this Corporation, unless the Board of Directors confers such authority, which
may be general or confined to specific instances, upon some other officer or
person.  Any person so authorized shall have the power to appoint an attorney or
attorneys, with general power of substitution, as proxies for the Corporation,
with full power to vote and act on behalf of the Corporation with respect to
such stock and other securities.

                                       13
<PAGE>
 
                                  ARTICLE VI

                                INDEMNIFICATION
                                ---------------


    Section 6.1.  Entitlement to Indemnification.  The Corporation shall, to the
    ------------  -------------------------------                               
extent that a determination of entitlement is made pursuant to, or to the extent
that entitlement to indemnification is otherwise accorded by, this Article,
indemnify every person who was or is a director, officer or employee of the
Corporation (hereinafter referred to as the "Indemnitee") who was or is involved
in any manner (including, without limitation, as a party or a witness), or is
threatened to be made so involved, in any threatened, pending or completed
investigation, claim, action, suit or proceeding, whether civil, criminal,
administrative or investigative (including without limitation, any
investigation, claim, action, suit or proceeding by or in the right of the
Corporation) by reason of the fact that the Indemnitee is or was a director,
officer or employee of the Corporation, or is or was serving at the request of
the Corporation as a director, officer, employee, fiduciary or other
representative of another corporation, partnership, joint venture, trust,
employee benefit plan or other entity (such investigation, claim, action, suit
or proceeding hereinafter being referred to as a "Proceeding"), against any
expenses and any liability actually and in good faith paid or incurred by such
person in connection with such Proceeding; provided, that indemnification may be
made with respect to a Proceeding brought by an Indemnitee against the
Corporation only as provided in the last sentence of this Section 6.1.  As used
in this Article, the term "expenses" shall include fees and expenses of counsel
and all other expenses (except any liability) and the term "liability" shall
include amounts of judgments, fines or penalties and amounts paid in settlement.
Indemnification may be made under this Article for expenses incurred in
connection with any Proceeding brought by an Indemnitee against the Corporation
only if (1) the Proceeding is a claim for indemnification under this Article or
otherwise, (2) the Indemnitee is successful in whole or in part in the
Proceeding for which expenses are claimed, or (3) the indemnification for
expenses is included in a settlement of, or is awarded by a court in, a
Proceeding to which the Corporation is a party.

    Section 6.2.  Advancement of Expenses.  All expenses incurred in good faith
    ------------  ------------------------                                     
by or on behalf of the Indemnitee with respect to any Proceeding shall, upon
written request submitted to the Secretary of the Corporation, be advanced to
the Indemnitee by the Corporation prior to final disposition of such Proceeding,
subject to any obligation which

                                       14
<PAGE>
 
may be imposed by law or by provision in the Articles, bylaws, an agreement or
otherwise to repay the Corporation in certain events. 

    Section 6.3.  Indemnification Procedure.
    ------------  --------------------------

    (a)  To obtain indemnification under this Article, an Indemnitee shall
submit to the Secretary of the Corporation a written request, including such
supporting documentation as is reasonably available to the Indemnitee and
reasonably necessary to the making of a determination of whether and to what
extent the Indemnitee is entitled to indemnification. The Secretary of the
Corporation shall promptly thereupon advise the General Counsel in writing of
such request.

    (b)  The Indemnitee's entitlement to indemnification shall be determined by
a Referee (selected as hereinafter provided) in a written opinion.  The Referee
shall find the Indemnitee entitled to indemnification unless the Referee finds
that the Indemnitee's conduct was such that, if so found by a court,
indemnification would be prohibited by Pennsylvania law.

    (c)  "Referee" means an attorney with substantial expertise in corporate law
who neither presently is, nor in the past five years has been, retained to
represent:  (i) the Corporation or the Indemnitee, or an affiliate of either of
them, in any matter material to either such party, except to act as a Referee in
similar proceedings, or (ii) any other party to the Proceeding giving rise to a
claim for indemnification under this Article.  The Corporation's General
Counsel, if Disinterested (as hereinafter defined), or if not, the Corporation's
senior officer who is Disinterested, shall propose a Referee.  The Secretary of
the Corporation shall notify the Indemnitee of the name of the Referee proposed,
whose appointment shall become final unless the Indemnitee, within 10 days of
such notice, reasonably objects to such Referee as not being qualified,
independent or unbiased.  If the Corporation and the Indemnitee cannot agree on
the selection of a Referee, or if the Corporation fails to propose a Referee,
within 45 days of the submission of a written request for indemnification, the
Referee shall be selected by the American Arbitration Association.  The General
Counsel or a senior officer shall be deemed Disinterested if not a party to the
Proceeding and not alleged in the pleadings as to the Proceeding to have
participated in the action, or participated in the failure to act, which is the
basis for the relief sought in the Proceeding.

    (d)  Notwithstanding any other provision of this Article, to the extent that
there has been a determination by a court as to the conduct of an Indemnitee
such that 

                                       15
<PAGE>
 
indemnification would not be prohibited by Pennsylvania law, or if an
Indemnitee would be entitled by Pennsylvania law to indemnification, the
Indemnitee shall be entitled to indemnification hereunder.

    (e)  A determination under this Section 6.3 shall be conclusive and binding
on the Company but not on the Indemnitee.

    Section 6.4.  Partial Indemnification.  If an Indemnitee is entitled under
    ------------  ------------------------                                    
any provision of this Article to indemnification by the Corporation of a
portion, but not all, of the expenses or liability resulting from a Proceeding,
the Corporation shall nevertheless indemnify the Indemnitee for the portion
thereof to which the Indemnitee is entitled.

    Section 6.5.  Insurance.  The Corporation may purchase and maintain
    ------------  ----------                                           
insurance to protect itself and any Indemnitee against expenses and liability
asserted or incurred by any Indemnitee in connection with any Proceeding,
whether or not the Corporation would have the power to indemnify such person
against such expense or liability by law, under an agreement or under this
Article.  The Corporation may create a trust fund, grant a security interest or
use other means (including, without limitation, a letter of credit) to ensure
the payment of such amounts as may be necessary to effect indemnification.

    Section 6.6.  Agreements.  The Corporation may enter into agreements with
    ------------  -----------                                                
any director, officer or employee of the Corporation, which agreements may grant
rights to the Indemnitee or create obligations of the Corporation in furtherance
of, different from, or in addition to, but not in limitation of, those provided
in this Article, without shareholder approval of any such agreement.  Without
limitation of the foregoing, the Corporation may obligate itself (1) to maintain
insurance on behalf of the Indemnitee against certain expenses and liabilities
and (2) to contribute to expenses and liabilities incurred by the Indemnitee in
accordance with the application of relevant equitable considerations to the
relative benefits to, and the relative fault of, the Corporation.

    Section 6.7.  Miscellaneous.  The entitlement to indemnification and
    ------------  --------------                                        
advancement of expenses provided for in this Article (1) shall be a contract
right, (2) shall not be exclusive of any other rights to which an Indemnitee may
otherwise be entitled under any Article, bylaw, agreement, vote of shareholders
or directors or otherwise, (3) shall continue as to a person who has ceased to
be a director, officer or employee and (4) shall inure to the benefit of the
heirs and legal representatives of any person entitled to indemnification or
advancement of expenses under this Article.

                                       16
<PAGE>
 
    Section 6.8.  Construction.  If any provision of this Article shall be held
    ------------  -------------                                                
to be invalid, illegal or unenforceable for any reason (1) such provision shall
be invalid, illegal or unenforceable only to the extent of such prohibition and
the validity, legality and enforceability of the remaining provisions of this
Article shall not in any way be affected or impaired thereby, and (2) to the
fullest extent possible, the remaining provisions of this Article shall be
construed so as to give effect to the intent manifested by the provision held
invalid, illegal or unenforceable.

    Section 6.9.  Effectiveness.  This Article shall apply to every Proceeding
    ------------  --------------                                              
other than a Proceeding filed prior to January 27, 1987, except that it shall
not apply to the extent that Pennsylvania law does not permit its application to
any breach of performance of duty or any failure of performance of duty by an
Indemnitee occurring prior to January 27, 1987.

    Section 6.10.  Amendment.  This Article may be amended or repealed at any
    -------------  ----------                                                
time in the future by vote of the directors without shareholder approval;
provided, that any amendment or repeal, or adoption of any Article of the
Restated Articles or any other bylaw of the Corporation, which has the effect of
limiting the rights granted to directors under this Article, shall require the
affirmative vote of at least 80% of the voting power of the then outstanding
shares of capital stock of the Corporation entitled to vote in an annual
election of directors, voting together as a single class. Any amendment or
repeal, or such Article or other bylaw, limiting the rights granted under this
Article shall operate prospectively only, and shall not limit in any way the
indemnification provided for herein with respect to any action taken, or failure
to act, by an Indemnitee prior thereto.


                                  ARTICLE VII

                                 CAPITAL STOCK
                                 -------------


    Section 7.1.  Share Certificates.  Every holder of fully-paid stock of the
    ------------  -------------------                                         
Corporation shall be entitled to a certificate or certificates, to be in such
form as the Board of Directors may from time to time prescribe, and signed (in
facsimile or otherwise, as permitted by law) by the Chairman of the Board of
Directors, the Vice Chairman of the Board of Directors, the President or any
Vice President and also by the Secretary or the Treasurer or an Assistant
Secretary or an Assistant Treasurer, which certificate or certificates shall
represent and certify the number of shares of stock owned by such

                                       17
<PAGE>
 
holder.  In case any officer, transfer agent or registrar who has signed (in
facsimile or otherwise, as permitted by law) any share certificate shall cease
to be such officer, transfer agent or registrar before the certificate is
issued, it may be issued by the Corporation with the same effect as if the
officer, transfer agent or registrar had not ceased to be such at the date of
its issue.  The Board of Directors may authorize the issuance of certificates
for fractional shares or, in lieu thereof, scrip or other evidence of
ownership, which may (or may not) as determined by the Board of Directors
entitle the holder thereof to voting, dividends or other rights of
shareholders.

    Section 7.2.  Transfer of Shares.  Transfers of shares of stock of the
    ------------  -------------------                                     
Corporation shall be made on the books of the Corporation only upon surrender to
the Corporation of the certificate or certificates for such shares properly
endorsed by the shareholder or by his assignee, agent or legal representative,
who shall furnish proper evidence of assignment, authority or legal succession,
or by the agent of one of the foregoing thereunto duly authorized by an
instrument duly executed and filed with the Corporation in accordance with
regular commercial practice.

    Section 7.3.  Holders of Record.  The Corporation shall be entitled to treat
    ------------  ------------------                                            
the holder of record of any share or shares of stock of the Corporation as the
holder and owner in fact thereof for all purposes and shall not be bound to
recognize any equitable or other claim to or interest in any share on the part
of any person other than the registered holder thereof, whether or not it shall
have express or other notice thereof, except as expressly provided by law. The
Board of Directors may fix a record date, within any applicable limits imposed
by law or the Restated Articles of Incorporation, for the determination of
shareholders for any purpose, including meetings, payment of dividends,
allotment of rights and reclassification, conversion or exchange of shares. The
Board of Directors may adopt a procedure whereby a shareholder of the
Corporation may certify in writing to the Corporation that all or a portion of
the shares registered in the name of the shareholder are held for the account of
a specified person or persons. The resolution of the Board of Directors adopting
such a procedure may set forth: (1) the classification of shareholder who may
certify; (2) the purpose or purposes for which the certification may be made;
(3) the form of certification and information to be contained therein; (4) if
the certification is with respect to a record date, the time after the record
date within which the certification must be received by the Corporation; and (5)
such other provisions with respect to the procedure as are deemed necessary or
desirable. Upon receipt by the Corporation of a certification complying with the
procedure, the persons specified in the certification shall be deemed, for the
purposes set forth in the certification, to be the


                                       18
<PAGE>
 
holders of record of the number of shares specified in place of the shareholder
making the certification.

    Section 7.4.  Replacement.  Each duly appointed transfer agent and registrar
    ------------  ------------                                                  
of the Corporation may issue and register, respectively, from time to time,
without further action or approval by or on behalf of the Corporation, new
certificates of stock of the Corporation to replace certificates claimed to have
been lost, stolen, or destroyed, upon receipt by the transfer agent of an
Affidavit of Loss and Bond of Indemnity in such amount and upon such terms as
may be required by the transfer agent to protect the Corporation, the transfer
agent and registrar against all loss, cost or damage arising from the issuance
of such new certificates, provided that a Bond of Indemnity shall not be
required where not more than five shares of stock are involved.


                                 ARTICLE VIII

                                 MISCELLANEOUS


    Section 8.1.  Description of Seal.  The corporate seal of the Corporation
    ------------  --------------------                                       
shall be inscribed with the name of the Corporation, and the words "Corporate
Seal," and may be used by causing it or a facsimile thereof to be impressed or
affixed or in any manner reproduced.

    Section 8.2.  Fiscal Year.  The fiscal year of the Corporation shall be the
    ------------  ------------                                                 
calendar year.

    Section 8.3.  Gender.  In these bylaws, words used in the masculine gender
    ------------  -------                                                     
shall include the feminine.

    Section 8.4.  Adoption, Amendment or Repeal of Bylaws.  Except as otherwise
    -----------   -------------------------------- -------                     
provided by law, in the Restated Articles of Incorporation or in these bylaws,
new or additional bylaws may be adopted and these bylaws may be amended or
repealed by action of the Board of Directors at any regular or special meeting,
subject to the power of the shareholders to change such action.

                                       19
<PAGE>
 
                      __________________________________


                                  CERTIFICATE
                                  -----------

    I, Thomas L. Butera, Assistant Secretary of PPG Industries, Inc.,
       ----------------
a Pennsylvania corporation, hereby certify that the foregoing is a true and
correct copy of the bylaws of the Corporation.

    Witness my hand and the corporate seal of the Corporation this 15th day of
                                                                   ----
February, 1996.
--------------

                                                /s/ Thomas L. Butera
                                            -----------------------------
                                                  Assistant Secretary

                                       20
