
<PAGE>
 
                                                                     EXHIBIT 3.2
 
                                        Form of Amended and Restated By-laws of 
                                        Boston Properties, Inc.


                              AMENDED AND RESTATED
                                    BY-LAWS
                                       OF
                            BOSTON PROPERTIES, INC.


                                   ARTICLE I

                                  DEFINITIONS


     For purposes of these By-laws, the following words shall have the meanings
set forth below:

     (a) "AFFILIATE" of a Person shall mean (i) any Person that, directly or
indirectly, controls or is controlled by or is under common control with such
other Person, (ii) any Person that owns, beneficially, directly or indirectly,
5% or more of the outstanding capital stock, shares or equity interests of such
other Person or (iii) any officer, director, employee, partner or trustee of
such other Person or any Person controlling, controlled by or under common
control with such Person (excluding directors and Persons serving in similar
capacities who are not otherwise Affiliates of such Person).  For the purposes
of this definition, the term "Person" shall mean, and includes, any natural
person, corporation, partnership, association, trust, limited liability company
or any other legal entity.  For the purposes of this definition, "control"
(including the correlative meanings of the terms "controlled by" and "under
common control with"), as used with respect to any Person, shall mean the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such Person, through the ownership
of voting securities, partnership interests or other equity interests.

     (b) "CERTIFICATE" shall mean the Certificate of Incorporation of the
Corporation, as amended from time to time.

     (c) "CORPORATION" shall mean Boston Properties, Inc.

     (d) "DGCL" shall mean the Delaware General Corporation Law, as amended from
time to time.

     (e) "EQUITY STOCK" shall mean the common stock, par value $.01 per share,
and the preferred stock, par value $.01 per share of the Corporation.

     (f) "PUBLIC ANNOUNCEMENT" shall mean: (i) disclosure in a press release
reported by the Dow Jones News Service, Associated Press or other similar
national news service, (ii) a report or other document filed publicly with the
Securities and Exchange

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Commission (including, without limitation, a Form 8-K) or (iii) a letter or
report sent to stockholders of record of the Corporation at the time of the
mailing of such letter or report.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     2.1  PLACES OF MEETINGS.  All meetings of the stockholders shall be held at
such place, either within or without the State of Delaware, as from time to time
may be fixed by the majority of the Board of Directors, the Chairman of the
Board, if one is elected, or the President, which place may subsequently be
changed at any time by vote of the Board of Directors.

     2.2  ANNUAL MEETINGS.  The annual meeting of the stockholders, for the
election of directors and transaction of such other business as may come
properly before the meeting, shall be held at such date and time as shall be
determined by a majority of the Board of Directors, the Chairman of the Board,
if one is elected, or the President, which date and time may subsequently be
changed at any time by vote of the Board of Directors.  If no annual meeting has
been held for a period of thirteen months after the Corporation's last annual
meeting of stockholders, a special meeting in lieu thereof may be held, and such
special meeting shall have, for the purposes of these By-laws or otherwise, all
the force and effect of an annual meeting.  Any and all references hereafter in
these By-laws to an annual meeting or annual meetings also shall be deemed to
refer to any special meeting(s) in lieu thereof.

     At any annual meeting of stockholders or any special meeting in lieu of
annual meeting of stockholders, only such business shall be conducted, and only
such proposals shall be acted upon, as shall have been properly brought before
such annual meeting.  To be considered as properly brought before an annual
meeting, business must be:  (a) specified in the notice of meeting, (b)
otherwise properly brought before the meeting by, or at the direction of, the
Board of Directors, or (c) otherwise properly brought before the meeting by any
holder of record (both as of the time notice of such proposal is given by the
stockholder as set forth below and as of the record date for the annual meeting
in question) of any shares of capital stock of the Corporation entitled to vote
at such annual meeting who complies with the requirements set forth in Section
2.9.

     2.3  SPECIAL MEETINGS.  Except as otherwise required by law and subject to
the rights, if any, of the holders of any series of preferred stock of the
Corporation, special meetings of the stockholders may be called only by the
Board of Directors pursuant to a resolution approved by the affirmative vote of
a majority of the directors then in office.  Only those matters set forth in the
notice of the special meeting may be considered or acted upon at a special
meeting of stockholders of the Corporation, unless otherwise provided by law.

     2.4  NOTICE OF MEETINGS; ADJOURNMENTS.  A written notice of each annual
meeting stating the hour, date and place of such annual meeting shall be given
by the

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Secretary or an Assistant Secretary of the Corporation (or other person
authorized by these By-laws or by law) not less than 10 days nor more than 60
days before the annual meeting, to each stockholder entitled to vote thereat and
to each stockholder who, by law or under the Certificate or under these By-laws,
is entitled to such notice, by delivering such notice to him or her or by
mailing it, postage prepaid, addressed to such stockholder at the address of
such stockholder as it appears on the stock transfer books of the Corporation.
Such notice shall be deemed to be delivered when hand-delivered to such address
or deposited in the mail so addressed, with postage prepaid.

     Notice of all special meetings of stockholders shall be given in the same
manner as provided for annual meetings, except that the written notice of all
special meetings shall state the purpose or purposes for which the meeting has
been called.

     Notice of an annual meeting or special meeting of stockholders need not be
given to a stockholder if a written waiver of notice is signed before or after
such meeting by such stockholder or if such stockholder attends such meeting,
unless such attendance was for the express purpose of objecting at the beginning
of the meeting to the transaction of any business because the meeting was not
lawfully called or convened.  Neither the business to be transacted at, nor the
purpose of, any annual meeting or special meeting of stockholders need be
specified in any written waiver of notice.

     The Board of Directors may postpone and reschedule any previously scheduled
annual meeting or special meeting of stockholders and any record date with
respect thereto, regardless of whether any notice or public disclosure with
respect to any such meeting has been sent or made pursuant to this Section 2.4
or otherwise.   In no event shall the Public Announcement of an adjournment,
postponement or rescheduling of any previously scheduled meeting of stockholders
commence a new time period for the giving of a stockholder's notice under
Section 2.9 of these By-laws.

     When any meeting is convened, the presiding officer of the meeting may
adjourn the meeting if (a) no quorum is present for the transaction of business,
(b) the Board of Directors determines that adjournment is necessary or
appropriate to enable the stockholders to consider fully information that the
Board of Directors determines has not been made sufficiently or timely available
to stockholders or (c) the Board of Directors determines that adjournment is
otherwise in the best interests of the Corporation.  When any annual meeting or
special meeting of stockholders is adjourned to another hour, date or place,
notice need not be given of the adjourned meeting, other than an announcement at
the meeting at which the adjournment is taken, of the hour, date and place to
which the meeting is adjourned; PROVIDED, HOWEVER, that if the adjournment is
for more than 30 days, or if after the adjournment a new record date is fixed
for the adjourned meeting, notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote thereat and each stockholder who, by
law or under the Certificate or under these By-laws, is entitled to such notice.

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     2.5  QUORUM.  Except as otherwise required by the Certificate or law, any
number of stockholders together holding at least a majority of the outstanding
shares of capital stock entitled to vote with respect to the business to be
transacted, who shall be present in person or represented by proxy at any
meeting duly called, shall constitute a quorum for the transaction of business.
Where a separate vote by a class or classes is required, a majority of the
outstanding shares of such class or classes, present in person or represented by
proxy, shall constitute a quorum entitled to take action with respect to that
matter.  If less than a quorum shall be in attendance at the time for which a
meeting shall have been called, the holders of voting stock representing a
majority of the voting power present at the meeting or represented by proxy or
the presiding officer may adjourn the meeting from time to time, and the meeting
may be held as adjourned without further notice.  At such adjourned meeting at
which a quorum is present, any business may be transacted which might have been
transacted at the meeting as originally noticed.  The stockholders present at a
duly constituted meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave less than a
quorum.

     2.6   VOTING AND PROXIES.  Stockholders shall have one vote for each share
of stock entitled to vote owned by them of record according to the stock
transfer books of the Corporation, unless otherwise provided by law or by the
Certificate.  Stockholders may vote either in person or by written proxy, but no
proxy shall be voted or acted upon after three years from its date, unless the
proxy provides for a longer period.  Proxies shall be filed with the Secretary
of the meeting before being voted.  Except as otherwise limited therein or as
otherwise provided by law, proxies authorizing a person to vote at a specific
meeting shall entitle the persons authorized thereby to vote at any adjournment
of such meeting, but they shall not be valid after final adjournment of such
meeting.  A proxy with respect to stock held in the name of two or more persons
shall be valid if executed by or on behalf of any one of them unless at or prior
to the exercise of the proxy the Corporation receives a specific written notice
to the contrary from any one of them.  A proxy purporting to be executed by or
on behalf of a stockholder shall be deemed valid, and the burden of proving
invalidity shall rest on the challenger.

     2.7   ACTION AT MEETING.  When a quorum is present, any matter before any
meeting of stockholders shall be decided by the affirmative vote of the majority
of shares present in person or represented by proxy at such meeting and entitled
to vote on such matter, except where a larger vote is required by law, by the
Certificate or by these By-laws.  Where a separate vote by a class of classes is
required, the affirmative vote of the majority of shares of such class or
classes present in person or represented by proxy at the meeting shall be the
act of such class.  Any election by stockholders shall be determined by a
plurality of the votes of the shares present in person or represented by proxy
at the meeting and entitled to vote on the election of directors, except where a
larger vote is required by law, by the Certificate or by these By-laws.  The
Corporation shall not directly or indirectly vote any shares of its own stock;
PROVIDED, HOWEVER, that the Corporation may vote shares which it holds in a
fiduciary capacity to the extent permitted by law.

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     2.8  STOCKHOLDER LIST.  The officer or agent having charge of the stock
transfer books of the Corporation shall make, at least 10 days before every
annual meeting or special meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting or any adjournment thereof, in
alphabetical order, and showing the address of each stockholder 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 10 days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held.  The list shall also be
produced and kept at the hour, date and place of the meeting during the whole
time thereof, and may be inspected by any stockholder who is present.

     2.9  STOCKHOLDER PROPOSALS.  In addition to any other applicable
requirements, for business to be properly brought before an annual meeting by a
stockholder of record (both as of the time notice of such proposal is given by
the stockholder as set forth below and as of the record date for the annual
meeting in question) of any shares of capital stock entitled to vote at such
annual meeting, such stockholder shall:  (i) give timely written notice as
required by this Section 2.9 to the Secretary of the Corporation and (ii) be
present at such meeting, either in person or by a representative.  For the first
annual meeting following the initial public offering of the common stock of the
Corporation, a stockholder's notice shall be timely if delivered to, or mailed
to and received by, the Corporation at its principal executive office not later
than the close of business on the later of (x) the 75th day prior to the
scheduled date of such annual meeting or (y) the 15th day following the day on
which the Public Announcement of the date of such annual meeting is first made
by the Corporation.  For all subsequent annual meetings, a stockholder's notice
shall be timely if delivered to, or mailed to and received by, the Corporation
at its principal executive office not less than 75 days nor more than 120 days
prior to the anniversary date of the immediately preceding annual meeting (the
"Anniversary Date"); PROVIDED, HOWEVER, that in the event the annual meeting is
scheduled to be held on a date more than 30 days before the Anniversary Date or
more than 60 days after the Anniversary Date, a stockholder's notice shall be
timely if delivered to, or mailed to and received by, the Corporation at its
principal executive office not later than the close of business on the later of
(1) the 75th day prior to the scheduled date of such annual meeting or (2) the
15th day following the day on which Public Announcement of the date of such
annual meeting is first made by the Corporation.

     A stockholder's notice to the Secretary of the Corporation shall set forth
as to each matter proposed to be brought before an annual meeting:  (i) a brief
description of the business the stockholder desires to bring before such annual
meeting and the reasons for conducting such business at such annual meeting,
(ii) the name and address, as they appear on the stock transfer books of the
Corporation, of the stockholder proposing such business, (iii) the class and
number of shares of the capital stock of the Corporation beneficially owned by
the stockholder proposing such business, (iv) the names and addresses of the
beneficial owners, if any, of any capital stock of the Corporation registered in
such stockholder's name on such books, and the class and number of shares of the
capital stock of the Corporation beneficially

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owned by such beneficial owners, (v) the names and addresses of other
stockholders known by the stockholder proposing such business to support such
proposal, and the class and number of shares of the capital stock of the
Corporation beneficially owned by such other stockholders and (vi) any material
interest of the stockholder proposing to bring such business before such meeting
(or any other stockholders known to be supporting such proposal) in such
proposal.

     If the Board of Directors or a designated committee thereof determines that
any stockholder proposal was not made in a timely fashion in accordance with the
provisions of this Section 2.9 or that the information provided in a
stockholder's notice does not satisfy the information requirements of this
Section 2.9 in any material respect, such proposal shall not be presented for
action at the annual meeting in question.  If neither the Board of Directors nor
such committee makes a determination as to the validity of any stockholder
proposal in the manner set forth above, the presiding officer of the annual
meeting shall determine whether the stockholder proposal was made in accordance
with the terms of this Section 2.9.  If the presiding officer determines that
any stockholder proposal was not made in a timely fashion in accordance with the
provisions of this Section 2.9 or that the information provided in a
stockholder's notice does not satisfy the information requirements of this
Section 2.9 in any material respect, such proposal shall not be presented for
action at the annual meeting in question.  If the Board of Directors, a
designated committee thereof or the presiding officer determines that a
stockholder proposal was made in accordance with the requirements of this
Section 2.9, the presiding officer shall so declare at the annual meeting and
ballots shall be provided for use at the meeting with respect to such proposal.

     Notwithstanding the foregoing provisions of this Section 2.9, a stockholder
shall also comply with all applicable requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and the rules and regulations
thereunder with respect to the matters set forth in this Section 2.9, and
nothing in this Section 2.9 shall be deemed to affect any rights of stockholders
to request inclusion of proposals in the Corporation's proxy statement pursuant
to Rule 14a-8 under the Exchange Act (or any successor provision thereof).

     2.10  VOTING PROCEDURES AND INSPECTORS OF ELECTIONS.  The Corporation
shall, in advance of any meeting of stockholders, appoint one or more inspectors
to act at the meeting and make a written report thereof.  The Corporation may
designate one or more persons as alternate inspectors to replace any inspector
who fails to act.  If no inspector or alternate is able to act at a meeting of
stockholders, the presiding officer shall appoint one or more inspectors to act
at the meeting.  Any inspector may, but need not, be an officer, employee or
agent of the Corporation.  Each inspector, before entering upon the discharge of
his or her duties, shall take and sign an oath faithfully to execute the duties
of inspector with strict impartiality and according to the best of his or her
ability.  The inspectors shall perform such duties as are required by the DGCL,
including the counting of all votes and ballots.  The inspectors may appoint or
retain other persons or entities to assist the inspectors in the performance of
the duties of the inspectors.  The presiding officer may review all
determinations made by the inspectors, and in so doing the presiding officer
shall be entitled to exercise his or her sole judgment and discretion and he or
she shall not be bound by any

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determinations made by the inspectors.  All determinations by the inspectors
and, if applicable, the presiding officer, shall be subject to further review by
any court of competent jurisdiction.

     2.11  PRESIDING OFFICER.  The Chairman of the Board, if one is elected, or
if not elected or in his or her absence, the President, shall preside at all
annual meetings or special meetings of stockholders and shall have the power,
among other things, to adjourn such meeting at any time and from time to time,
subject to Sections 2.4 and 2.5 of this Article II. The order of business and
all other matters of procedure at any meeting of the stockholders shall be
determined by the presiding officer.

                                  ARTICLE III

                                   DIRECTORS

     3.1  GENERAL POWERS.  The property, affairs and business of the Corporation
shall be managed by or under the direction of the Board of Directors and, except
as otherwise expressly provided by law, the Certificate or these By-laws, all of
the powers of the Corporation shall be vested in such Board.

     3.2  NUMBER OF DIRECTORS.  The number of directors shall be fixed by
resolution duly adopted from time to time by the Board of Directors.  The
directors shall hold office in the manner provided in the Certificate.

     3.3  ELECTION AND REMOVAL OF DIRECTORS; QUORUM.

         (a) Directors shall be elected and removed in the manner provided for
in Article VII of the Certificate.

         (b) Vacancies in the Board of Directors shall be filled in the manner
provided for in Article VII of the Certificate.

         (c) At any meeting of the Board of Directors, a majority of the number
of directors then in office shall constitute a quorum for the transaction of
business. However, if less than a quorum is present at a meeting, a majority of
the directors present may adjourn the meeting from time to time, and the meeting
may be held as adjourned without further notice, except as provided in Section
3.6 of this Article III. Any business which might have been transacted at the
meeting as originally noticed may be transacted at such adjourned meeting at
which a quorum is present.

         (d) No director need be a stockholder of the Corporation.

         (e) A director may resign at any time by giving written notice to the
Chairman of the Board, if one is elected, the President or the Secretary. A
resignation shall be effective upon receipt, unless the resignation otherwise
provides.

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     3.4  REGULAR MEETINGS.  The regular annual meeting of the Board of
Directors shall be held, without notice other than this Section 3.4, on the same
date and at the same place as the annual meeting following the close of such
meeting of stockholders.  Other regular meetings of the Board of Directors may
be held at such hour, date and place as the Board of Directors may by resolution
from time to time determine without notice other than such resolution.

     3.5  SPECIAL MEETINGS.  Special meetings of the Board of Directors may be
called, orally or in writing, by or at the request of a majority of the
directors, the Chairman of the Board, if one is elected, or the President.  The
person calling any such special meeting of the Board of Directors may fix the
hour, date and place thereof.

     3.6  NOTICE OF MEETINGS.  Notice of the hour, date and place of all special
meetings of the Board of Directors shall be given to each director by the
Secretary or an Assistant Secretary, or in case of the death, absence,
incapacity or refusal of such persons, by the Chairman of the Board, if one is
elected, or the President or such other officer designated by the Chairman of
the Board, if one is elected, or the President.  Notice of any special meeting
of the Board of Directors shall be given to each director in person, by
telephone, or by facsimile, telex, telecopy, telegram, or other written form of
electronic communication, sent to his or her business or home address, at least
24 hours in advance of the meeting, or by written notice mailed to his or her
business or home address, at least 48 hours in advance of the meeting.  Such
notice shall be deemed to be delivered when hand delivered to such address, read
to such director by telephone, deposited in the mail so addressed, with postage
thereon prepaid if mailed, dispatched or transmitted if faxed, telexed or
telecopied, or when delivered to the telegraph company if sent by telegram.

     When any Board of Directors meeting, either regular or special, is
adjourned for 30 days or more, notice of the adjourned meeting shall be given as
in the case of an original meeting.  It shall not be necessary to give any
notice of the hour, date or place of any meeting adjourned for less than 30 days
or of the business to be transacted thereat, other than an announcement at the
meeting at which such adjournment is taken of the hour, date and place to which
the meeting is adjourned.

     A written waiver of notice signed before or after a meeting by a director
and filed with the records of the meeting shall be deemed to be equivalent to
notice of the meeting.  The attendance of a director at a meeting shall
constitute a waiver of notice of such meeting, except where a director attends a
meeting for the express purpose of objecting at the beginning of the meeting to
the transaction of any business because such meeting is not lawfully called or
convened.  Except as otherwise required by law, by the Certificate or by these
By-laws, neither the business to be transacted at, nor the purpose of, any
meeting of the Board of Directors need be specified in the notice or waiver of
notice of such meeting.

     3.7  NOMINATIONS.  Nominations of candidates for election as directors of
the Corporation at any annual meeting may be made only (a) by, or at the
direction of, a majority

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of the Board of Directors or (b) by any holder of record (both as of the time
notice of such nomination is given by the stockholder as set forth below and as
of the record date for the annual meeting in question) of any shares of the
capital stock of the Corporation entitled to vote at such annual meeting who
complies with the timing, informational and other requirements set forth in this
Section 3.7.  Any stockholder who has complied with the timing, informational
and other requirements set forth in this Section 3.7 and who seeks to make such
a nomination must be, or his, her or its representative must be, present in
person at the annual meeting.  Only persons nominated in accordance with the
procedures set forth in this Section 3.7 shall be eligible for election as
directors at an annual meeting.

     Nominations, other than those made by, or at the direction of, the Board of
Directors shall be made pursuant to timely notice in writing to the Secretary of
the Corporation as set forth in this Section 3.7.  For the first annual meeting
following the initial public offering of the common stock of the Corporation, a
stockholder's notice shall be timely if delivered to, or mailed to and received
by, the Corporation at its principal executive office not later than the close
of business on the later of (i) the 75th day prior to the scheduled date of such
annual meeting or (ii) the 15th day following the day on which the Public
Announcement of the date of such annual meeting is first made by the
Corporation.  For all subsequent annual meetings, a stockholder's notice shall
be timely if delivered to, or mailed to and received by, the Corporation at its
principal executive office not less than 75 days nor more than 120 days prior to
the Anniversary Date; PROVIDED, HOWEVER, that in the event the annual meeting is
scheduled to be held on a date more than 30 days before the Anniversary Date or
more than 60 days after the Anniversary Date, a stockholder's notice shall be
timely if delivered to, or mailed and received by, the Corporation at its
principal executive office not later than the close of business on the later of
(x) the 75th day prior to the scheduled date of such annual meeting or (y) the
15th day following the day on which Public Announcement of the date of such
annual meeting is first made by the Corporation.

     A stockholder's notice to the Secretary of the Corporation shall set forth
as to each person whom the stockholder proposes to nominate for election or re-
election as a director: (1) the name, age, business address and residence
address of such person; (2) the principal occupation or employment of such
person; (3) the class and number of shares of the capital stock of the
Corporation which are beneficially owned by such person on the date of such
stockholder notice; and (4) the consent of each nominee to serve as a director
if elected.  A stockholder's notice to the Secretary of the Corporation shall
further set forth as to the stockholder giving such notice: (a) the name and
address, as they appear on the stock transfer books of the Corporation, of such
stockholder and of the beneficial owners (if any) of the capital stock of the
Corporation registered in such stockholder's name and the name and address of
other stockholders known by such stockholder to be supporting such nominee(s);
(b) the class and number of shares of the capital stock of the Corporation which
are held of record, beneficially owned or represented by proxy by such
stockholder and by any other stockholders known by such stockholder to be
supporting such nominee(s) on the record date for the annual meeting in question
(if such date shall then have been made publicly available and shall be earlier
than the date of such stockholder notice) and on the date of such

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stockholder's notice; and (c) a description of all arrangements or
understandings between such stockholder 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 such stockholder.

     If the Board of Directors or a designated committee thereof determines that
any stockholder nomination was not made in accordance with the terms of this
Section 3.7 or that the information provided in a stockholder's notice does not
satisfy the informational requirements of this Section 3.7 in any material
respect, then such nomination shall not be considered at the annual meeting in
question.  If neither the Board of Directors nor such committee makes a
determination as to whether a nomination was made in accordance with the
provisions of this Section 3.7, the presiding officer of the annual meeting
shall determine whether a nomination was made in accordance with such
provisions.  If the presiding officer determines that any stockholder nomination
was not made in accordance with the terms of this Section 3.7 or that the
information provided in a stockholder's notice does not satisfy the
informational requirements of this Section 3.7 in any material respect, then
such nomination shall not be considered at the annual meeting in question.  If
the Board of Directors, a designated committee thereof or the presiding officer
determines that a nomination was made in accordance with the terms of this
Section 3.7, the presiding officer shall so declare at the annual meeting and
ballots shall be provided for use at the meeting with respect to such nominee.

     Notwithstanding anything to the contrary in the second paragraph of this
Section 3.7, in the event that the number of directors to be elected to the
Board of Directors 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 75 days prior to the Anniversary Date,
a stockholder's notice required by this Section 3.7 shall also be considered
timely, but only with respect to nominees for any new positions created by such
increase, if such notice shall be delivered to, or mailed to and received by,
the Corporation at its principal executive office not later than the close of
business on the 15th day following the day on which such Public Announcement is
first made by the Corporation.

     No person shall be elected by the stockholders as a director of the
Corporation unless nominated in accordance with the procedures set forth in this
Section 3.7.  Election of directors at an annual meeting need not be by written
ballot, unless otherwise provided by the Board of Directors or presiding officer
at such annual meeting.  If written ballots are to be used, ballots bearing the
names of all the persons who have been nominated for election as directors at
the annual meeting in accordance with the procedures set forth in this Section
3.7 shall be provided for use at the annual meeting.

     3.8  ACTION AT MEETING AND BY CONSENT.  (a)  At any meeting of the Board of
Directors at which a quorum is present, a majority of the directors present may
take any action on behalf of the Board of Directors, unless otherwise required
by law, by the Certificate or by these By-laws.

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          (b) Any action required or permitted to be taken at any meeting of the
Board of Directors may be taken without a meeting if all members of the Board of
Directors consent thereto in writing. Such written consent shall be filed with
the records of the meetings of the Board of Directors and shall be treated for
all purposes as a vote at a meeting of the Board of Directors.

     3.9   MANNER OF PARTICIPATION. Directors may participate in meetings of the
Board of Directors by means of conference telephone or similar communications
equipment by means of which all directors participating in the meeting can hear
each other, and participation in a meeting in accordance herewith shall
constitute presence in person at such meeting for purposes of these By-laws.

     3.10  COMPENSATION OF DIRECTORS.  By resolution of the Board of Directors,
directors may be allowed a fee for serving as a director and a fee and expenses
for attendance at a meeting of the Board, but nothing herein shall preclude
directors from serving the Corporation in other capacities and receiving
compensation for such other services; PROVIDED, HOWEVER, that directors who are
serving the Corporation as employees and who receive compensation for their
services as such shall not receive any salary or other compensation for their
services as directors of the Corporation.

                                   ARTICLE IV

                                   COMMITTEES

     4.1  EXECUTIVE COMMITTEE.  The Board of Directors, by resolution duly
adopted, may designate an Executive Committee which shall consist of not less
than two directors, including the Chairman of the Board.  The members of the
Executive Committee shall serve until their successors are designated by the
Board of Directors, until removed, or until the Executive Committee is dissolved
by the Board of Directors.  All vacancies that may occur in the Executive
Committee shall be filled by the Board of Directors.

     When the Board of Directors is not in session, the Executive Committee
shall have all power vested in the Board of Directors by law, by the
Certificate, or by these By-laws, except as otherwise provided in the DGCL or by
a resolution adopted by the Board of Directors.  The Executive Committee shall
report at the next regular or special meeting of the Board of Directors all
action that the Executive Committee may have taken on behalf of the Board of
Directors since the last regular or special meeting of the Board of Directors.

     Meetings of the Executive Committee shall be held at such places and at
such times fixed by resolution of the Executive Committee, or upon call of the
Chairman of the Board. Not less than 12 hours' notice shall be given by letter,
facsimile, telegraph or telephone (or in person) of all meetings of the
Executive Committee; PROVIDED, HOWEVER, that notice need not be given of regular
meetings held at times and places fixed by resolution of the Executive Committee
and that meetings may be held at any time without notice if all of the

                                       11
<PAGE>
 
members of the Executive Committee are present or if those not present waive
notice in writing either before or after the meeting; PROVIDED, FURTHER, that
attendance at a meeting for the express purpose of objecting at the beginning of
a meeting to the transaction of any business because the meeting is not lawfully
convened shall not be considered a waiver of notice.  A majority of the members
of the Executive Committee then serving shall constitute a quorum for the
transaction of business at any meeting of the Executive Committee.

     4.2  COMPENSATION COMMITTEE.  The Board of Directors, by resolution duly
adopted, may designate a Compensation Committee which shall consist of two or
more non-employee directors.  In addition, the Board of Directors at any time
may designate one or more alternate members of the Compensation Committee, who
shall be non-employee directors, who may act in place of any absent regular
member upon invitation by the chairman or secretary of the Compensation
Committee.

     With respect to bonuses, the Compensation Committee shall have and may
exercise the powers to determine the amounts annually available for bonuses
pursuant to any bonus plan or formula approved by the Board of Directors, to
determine bonus awards to executive officers and to exercise such further powers
with respect to bonuses as may from time to time be conferred by the Board of
Directors.

     With respect to salaries, the Compensation Committee shall have and may
exercise the power to fix and determine from time to time all salaries of the
executive officers of the Corporation, and such further powers with respect to
salaries as may from time to time be conferred by the Board of Directors.

     The Compensation Committee shall administer the Corporation's stock
incentive plans and from time to time may grant, consistent with the plans,
stock options and other awards permissible under such plans.

     Vacancies in the Compensation Committee shall be filled by the Board of
Directors, and members of the Compensation Committee shall be subject to removal
by the Board of Directors at any time.

     The Compensation Committee shall fix its own rules of procedure.  A
majority of the number of regular members then serving on the Compensation
Committee shall constitute a quorum; and regular and alternate members present
shall be counted to determine whether there is a quorum.  The Compensation
Committee shall keep minutes of its meetings, and all action taken by it shall
be reported to the Board of Directors.

     4.3  AUDIT COMMITTEE.  The Board of Directors, by resolution duly adopted,
may designate an Audit Committee which shall consist of two or more directors
whose membership on the Audit Committee shall meet the requirements set forth in
the rules of the New York Stock Exchange, as amended from time to time.
Vacancies in the Audit Committee shall be filled by the Board of Directors with
directors meeting the requirements set forth

                                       12
<PAGE>
 
above, giving consideration to continuity of the Audit Committee, and members
shall be subject to removal by the Board of Directors at any time.  The Audit
Committee shall fix its own rules of procedure and a majority of the members
serving shall constitute a quorum.  The Audit Committee shall meet at least
twice per year with both the internal and the Corporation's outside auditors
present at each meeting and shall keep minutes of its meetings and all action
taken shall be reported to the Board of Directors.  The Audit Committee shall
review the reports and minutes of any audit committees of the Corporation's
subsidiaries.  The Audit Committee shall review the Corporation's financial
reporting process, including accounting policies and procedures.  The Audit
Committee shall examine the report of the Corporation's outside auditors,
consult with them with respect to their report and the standards and procedures
employed by them in their audit, report to the Board of Directors the results of
its study and recommend the selection of auditors for each fiscal year.

     4.4  NOMINATING COMMITTEE.  The Board of Directors, by resolution duly
adopted, may designate a Nominating Committee which shall consist of two or more
directors. The Nominating Committee shall make recommendations to the Board of
Directors regarding nominees for election as directors by the stockholders at
each annual meeting of stockholders and make such other recommendations
regarding tenure, and classification of directors as the Nominating Committee
may deem advisable from time to time.  The Nominating Committee shall fix its
own rules of procedure and a majority of the members then serving shall
constitute a quorum.

     4.5  OTHER COMMITTEES.  The Board of Directors, by resolution adopted, may
establish such other standing or special committees of the Board of Directors as
it may deem advisable, and the members, terms and authority of such committees
shall be as set forth in the resolutions establishing the same.

                                   ARTICLE V

                                    OFFICERS

     5.1  ENUMERATION.  The officers of the Corporation shall consist of a
President, a Treasurer, a Secretary and such other officers, including, without
limitation, a Chairman of the Board of Directors, a Chief Executive Officer, a
Chief Operating Officer and one or more Vice Presidents (including Executive
Vice Presidents or Senior Vice Presidents), Assistant Vice Presidents, Assistant
Treasurers and Assistant Secretaries, and such other officers as the Board of
Directors may determine.

     5.2  ELECTION.  At the regular annual meeting of the Board following the
annual meeting of stockholders, the Board of Directors shall elect the
President, the Treasurer and the Secretary.  Other officers may be elected by
the Board of Directors at such regular annual meeting of the Board of Directors
or at any other regular or special meeting.

                                       13
<PAGE>
 
     5.3  QUALIFICATION.  No officer need be a stockholder or a director.  Any
person may occupy more than one office of the Corporation at any time.  Any
officer may be required by the Board of Directors to give bond for the faithful
performance of his or her duties in such amount and with such sureties as the
Board of Directors may determine.

     5.4  TENURE.  Except as otherwise provided by the Certificate or by these
By-laws, each of the officers of the Corporation shall hold office until the
regular annual meeting of the Board of Directors following the next annual
meeting of stockholders and until his or her successor is elected and qualified
or until his or her earlier resignation or removal.

     5.5  RESIGNATION.  Any officer may resign by delivering his or her written
resignation to the Corporation addressed to the President or the Secretary, and
such resignation shall be effective upon receipt unless it is specified to be
effective at some other time or upon the happening of some other event.

     5.6  REMOVAL.  Except as otherwise provided by law, the Board of Directors
may remove any officer with or without cause by the affirmative vote of a
majority of the directors then in office.

     5.7  ABSENCE OR DISABILITY.  In the event of the absence or disability of
any officer, the Board of Directors may designate another officer to act
temporarily in place of such absent or disabled officer.

     5.8  VACANCIES.  Any vacancy in any office may be filled for the unexpired
portion of the term by the Board of Directors.

     5.9  PRESIDENT.  The President shall, subject to the direction of the Board
of Directors, have general supervision and control of the Corporation's
business.  If there is no Chairman of the Board or if he or she is absent, the
President shall preside, when present, at all meetings of stockholders and of
the Board of Directors.  The President shall have such other powers and perform
such other duties as the Board of Directors may from time to time designate.

     5.10  CHAIRMAN OF THE BOARD.  The Chairman of the Board, if one is elected,
shall preside, when present, at all meetings of the stockholders and of the
Board of Directors. The Chairman of the Board shall have such other powers and
shall perform such other duties as the Board of Directors may from time to time
designate.

     5.11  CHIEF EXECUTIVE OFFICER.  The Chief Executive Officer, if one is
elected, shall have such powers and shall perform such duties as the Board of
Directors may from time to time designate.  If there shall be a Chief Executive
Officer at any time, such officer shall have authority to take any action that
the President is authorized to take.

                                       14
<PAGE>
 
     5.12  VICE PRESIDENTS AND ASSISTANT VICE PRESIDENTS.  Any Vice President
(including any Executive Vice President or Senior Vice President) and any
Assistant Vice President shall have such powers and shall perform such duties as
the Board of Directors or the Chief Executive Officer may from time to time
designate.

     5.13  TREASURER AND ASSISTANT TREASURERS.  The Treasurer shall, subject to
the direction of the Board of Directors and except as the Board of Directors or
the President may otherwise provide, have general charge of the financial
affairs of the Corporation and shall cause to be kept accurate books of account.
The Treasurer shall have custody of all funds, securities, and valuable
documents of the Corporation.  He or she shall have such other duties and powers
as may be designated from time to time by the Board of Directors or the Chief
Executive Officer.

     Any Assistant Treasurer shall have such powers and perform such duties as
the Board of Directors or the Chief Executive Officer may from time to time
designate.

     5.14  SECRETARY AND ASSISTANT SECRETARIES.  The Secretary shall record all
the proceedings of the meetings of the stockholders and the Board of Directors
(including committees of the Board) in books kept for that purpose.  In his or
her absence from any such meeting, a temporary secretary chosen at the meeting
shall record the proceedings thereof. The Secretary shall have charge of the
stock ledger (which may, however, be kept by any transfer or other agent of the
Corporation).  The Secretary shall have custody of the seal of the Corporation,
and the Secretary, or an Assistant Secretary, shall have authority to affix it
to any instrument requiring it, and, when so affixed, the seal may be attested
by his or her signature or that of an Assistant Secretary.  The Secretary shall
have such other duties and powers as may be designated from time to time by the
Board of Directors or the Chief Executive Officer. In the absence of the
Secretary, any Assistant Secretary may perform his or her duties and
responsibilities.

     Any Assistant Secretary shall have such powers and perform such duties as
the Board of Directors or the Chief Executive Officer may from time to time
designate.

     5.15  OTHER POWERS AND DUTIES.  Subject to these By-laws and to such
limitations as the Board of Directors may from time to time prescribe, the
officers of the Corporation shall each have such powers and duties as generally
pertain to their respective offices, as well as such powers and duties as from
time to time may be conferred by the Board of Directors, the Chairman of the
Board or the President.

                                   ARTICLE VI

                                 CAPITAL STOCK

     6.1  CERTIFICATES.  Each stockholder shall be entitled to a certificate of
the capital stock of the Corporation in such form as may from time to time be
prescribed by the

                                       15
<PAGE>
 
Board of Directors.  Such certificate shall be signed by the Chairman of the
Board, the President or a Vice President and by the Treasurer or an Assistant
Treasurer, or the Secretary or an Assistant Secretary.  The Corporation seal and
the signatures by the Corporation's officers, the transfer agent or the
registrar may be facsimiles.  In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed on such certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, the certificate may be issued by the Corporation with the
same effect as if he or she were such officer, transfer agent or registrar at
the time of its issue.  Every certificate for shares of stock which are subject
to a restriction on transfer (as provided in Article V of the Certificate) and
every certificate issued when the Corporation is authorized to issue more than
one class or series of stock shall contain such legend (as provided in Article V
of the Certificate) with respect thereto as is required by law.

     6.2  LOST, DESTROYED AND MUTILATED CERTIFICATES.  Holders of the shares of
the stock of the Corporation shall immediately notify the Corporation of any
loss, destruction or mutilation of the certificate therefor, and the Board of
Directors may in its discretion cause one or more new certificates for the same
number of shares in the aggregate to be issued to such stockholder upon the
surrender of the mutilated certificate or upon satisfactory proof of such loss
or destruction, and the deposit of a bond in such form and amount and with such
surety as the Board of Directors may require.

     6.3  TRANSFER OF STOCK.  Subject to the restrictions on transfer of stock
described in Article V of the Certificate, shares of stock of the Corporation
shall be transferable or assignable only on the stock transfer books of the
Corporation by the holder in person or by attorney upon surrender to the
Corporation or its transfer agent of the certificate theretofore properly
endorsed or, if sought to be transferred by attorney, accompanied by a written
assignment or power of attorney properly executed, with transfer stamps (if
necessary) affixed, and with such proof of the authenticity of signatures as the
Corporation or its transfer agent may reasonably require.

     6.4  RECORD HOLDERS.  Except as may otherwise be required by law, by the
Certificate or by these By-laws, the Corporation shall be entitled to treat the
record holder of stock as shown on its books as the owner of such stock for all
purposes, including the payment of dividends and the right to vote with respect
thereto, regardless of any transfer, pledge or other disposition of such stock,
until the shares have been transferred on the books of the Corporation in
accordance with the requirements of these By-laws.

     It shall be the duty of each stockholder to notify the Corporation of his
or her postal address and any changes thereto.

     6.5  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

                                       16
<PAGE>
 
stock or for the purpose of any other lawful action, the Board of Directors may
fix a record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Directors, and
which record date: (a) in the case of determination of stockholders entitled to
vote at any meeting of stockholders, shall, unless otherwise required by law,
not be more than sixty nor less than ten days before the date of such meeting
and (b) in the case of any other action, shall not be more than sixty days prior
to such other action.  If no record date is fixed: (i) the record date for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held and (ii) the record
date for determining stockholders for any other purpose shall be at the close of
business on the day on which the Board of Directors adopts the resolution
relating thereto.

                                 ARTICLE VII

                                INDEMNIFICATION

     7.1  DEFINITIONS. For purposes of this Article VII:

          (a) "Corporate Status" describes the status of a person who (i) in the
case of a Director, is or was a director of the Corporation and is or was acting
in such capacity, (ii) in the case of an Officer, is or was an officer, employee
or agent of the Corporation or is or was a director, officer, employee or agent
of any other corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise that such Officer is or was serving at the request of
the Corporation and (iii) in the case of a Non-Officer Employee, is or was an
employee of the Corporation or is or was a director, officer, employee or agent
of any other corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise that such Non-Officer Employee is or was serving at the
request of the Corporation;

          (b) "Director" means any person who serves or has served the
Corporation as a director on the Board of Directors;

          (c) "Disinterested Director" means, with respect to each Proceeding in
respect of which indemnification is sought hereunder, a Director of the
Corporation who is not and was not a party to such Proceeding;

          (d) "Expenses" means all reasonable attorneys' fees, retainers, court
costs, transcript costs, fees of expert witnesses, private investigators and
professional advisors (including, without limitation, accountants and investment
bankers), travel expenses, duplicating costs, printing and binding costs, costs
of preparation of demonstrative evidence and other courtroom presentation aids
and devices, costs incurred in connection with document review, organization,
imaging and computerization, telephone charges, postage, delivery service fees,
and all other disbursements, costs or expenses of the type customarily incurred
in

                                       17
<PAGE>
 
connection with prosecuting, defending, preparing to prosecute or defend,
investigating, being or preparing to be a witness in, settling or otherwise
participating in, a Proceeding;

          (e) "Non-Officer Employee" means any person who serves or has served
as an employee of the Corporation, but who is not or was not a Director or
Officer;

          (f) "Officer" means any person who serves or has served the
Corporation as an officer appointed by the Board of Directors; and

          (g) "Proceeding" means any threatened, pending or completed action,
suit, arbitration, alternate dispute resolution mechanism, inquiry,
investigation, administrative hearing or other proceeding, whether civil,
criminal, administrative, arbitrative or investigative.

     7.2 INDEMNIFICATION OF DIRECTORS AND OFFICERS. Subject to the operation of
Section 7.4 of these By-laws, each Director and Officer shall be indemnified and
held harmless by the Corporation to the fullest extent authorized by the DGCL,
as the same exists or may hereafter be amended (but, in the case of any such
amendment, only to the extent that such amendment permits the Corporation to
provide broader indemnification rights than such law permitted the Corporation
to provide prior to such amendment) against any and all Expenses, judgments,
penalties, fines and amounts reasonably paid in settlement, in each case to the
extent actually and reasonably incurred by such Director or Officer or on such
Director's or Officer's behalf in connection with any threatened, pending or
completed Proceeding or any claim, issue or matter therein, which such Director
or Officer is, or is threatened to be made, a party to or participant in by
reason of such Director's or Officer's Corporate Status, if such Director or
Officer acted in good faith and in a manner such Director or Officer reasonably
believed to be in or not opposed to the best interests of the Corporation and,
with respect to any criminal proceeding, had no reasonable cause to believe his
or her conduct was unlawful. The rights of indemnification provided by this
Section 7.2 shall exist as to a Director or Officer after he or she has ceased
to be a Director or Officer and shall inure to the benefit of his or her heirs,
executors, administrators and personal representatives. Notwithstanding the
foregoing, the Corporation shall indemnify any Director or Officer seeking
indemnification in connection with a Proceeding initiated by such Director or
Officer only if such Proceeding was authorized by the Board of Directors. The
Company hereby agrees to indemnify such Director's or Officer's spouse (whether
by statute or at common law and without regard to the location of the governing
jurisdiction) and children as express third-party beneficiaries hereunder to the
same extent and subject to the same limitations applicable to such Director or
Officer hereunder for claims arising out of the status of such person as a
spouse or child of such Director or Officer, including claims seeking damages
from marital property (including community property) or property held by such
Director or Officer and such spouse or property transferred to such spouse or
child.

     7.3 INDEMNIFICATION OF NON-OFFICER EMPLOYEES. Subject to the operation of
Section 7.4 of these By-laws, each Non-Officer Employee may, in the discretion

                                       18
<PAGE>
 
of the Board of Directors, be indemnified by the Corporation to the fullest
extent authorized by the DGCL, as the same exists or may hereafter be amended
(but, in the case of any such amendment, only to the extent that such amendment
permits the Corporation to provide broader indemnification rights than such law
permitted the Corporation to provide prior to such amendment), against any and
all Expenses, judgments, penalties, fines and amounts reasonably paid in
settlement, in each case to the extent actually and reasonably incurred by such
Non-Officer Employee or on such Non-Officer Employee's behalf in connection with
any threatened, pending or completed Proceeding, or any claim, issue or matter
therein, which such Non-Officer Employee is, or is threatened to be made, a
party to or participant in by reason of such Non-Officer Employee's Corporate
Status, if such Non-Officer Employee acted in good faith and in a manner such
Non-Officer Employee reasonably believed to be in or not opposed to the best
interests of the Corporation and, with respect to any criminal proceeding, had
no reasonable cause to believe his or her conduct was unlawful.  The rights of
indemnification provided by this Section 7.3 shall exist as to a Non-Officer
Employee after he or she has ceased to be a Non-Officer Employee and shall inure
to the benefit of his or her heirs, personal representatives, executors and
administrators.  Notwithstanding the foregoing, the Corporation may indemnify
any Non-Officer Employee seeking indemnification in connection with a Proceeding
initiated by such Non-Officer Employee only if such Proceeding was authorized by
the Board of Directors.  The Company hereby agrees to indemnify such Non-Officer
Employee's spouse (whether by statute or at common law and without regard to the
location of the governing jurisdiction) and children as express third-party
beneficiaries hereunder to the same extent and subject to the same limitations
applicable to such Non-Officer Employee hereunder for claims arising out of the
status of such person as a spouse or child of such Non-Officer Employee,
including claims seeking damages from marital property (including community
property) or property held by such Director or Officer and such Non-Officer
Employee and such spouse or property transferred to such spouse or child.

          7.4 GOOD FAITH. Unless ordered by a court, no indemnification shall be
provided pursuant to this Article VII to a Director, to an Officer or to a Non-
Officer Employee unless a determination shall have been made that such person
acted in good faith and in a manner such person reasonably believed to be in or
not opposed to the best interests of the Corporation and, with respect to any
criminal Proceeding, such person had no reasonable cause to believe his or her
conduct was unlawful. Such determination shall be made by (a) a majority vote of
the Disinterested Directors, even though less than a quorum of the Board of
Directors, (b) if there are no such Disinterested Directors, or if a majority of
Disinterested Directors so direct, by independent legal counsel in a written
opinion or (c) by the stockholders of the Corporation.

          7.5 NOTICE/COOPERATION BY INDEMNITEE. Any Director, Officer or Non-
Employee Director shall, as a condition precedent to his or her right to be
indemnified under these By-laws, give the Company notice in writing as soon as
practicable of any claim made against such Director, Officer or Non-Officer
Employee for which indemnification will or could be sought under these By-laws.
Such notice shall contain the written affirmation of the Director, Officer or
Non-Officer Director that the standard of conduct necessary for

                                       19
<PAGE>
 
indemnification hereunder has been satisfied.  Notice to the Company shall be
directed to the Chief Executive Officer of the Company in the manner set forth
below.  The Director, Officer or Non-Officer Director shall give the Company
such information and cooperation as it may reasonably require and as shall be
within such Director, Officer or Non-Officer Employee's power.  A delay in
giving notice under this Section 7.5 shall not invalidate the Director, Officer
or Non-Officer Director's right to be indemnified under these By-laws unless
such delay prejudices the defense of the claim or the availability to the
Company of insurance coverage for such claim.  All notices, requests, demands
and other communications under these By-laws shall be in writing and shall be
deemed duly given (i) if delivered by hand and receipted for by the party
addressed, on the date of such receipt or (ii) if mailed by domestic certified
or registered mail with postage prepaid, on the third business day after the
date postmarked.

          7.6  ADVANCEMENT OF EXPENSES TO DIRECTORS PRIOR TO FINAL DISPOSITION.
The Corporation shall advance all Expenses incurred by or on behalf of any
Director in connection with any Proceeding in which such Director is involved by
reason of such Director's Corporate Status within 10 days after the receipt by
the Corporation of a written statement  from such Director requesting such
advance or advances from time to time, whether prior to or after final
disposition of such Proceeding.  Such statement or statements shall reasonably
evidence the Expenses incurred by such Director and shall be preceded or
accompanied by an undertaking by or on behalf of such Director to repay any
Expenses so advanced if it shall ultimately be determined that such Director is
not entitled to be indemnified against such Expenses.

          7.7  ADVANCEMENT OF EXPENSES TO OFFICERS AND NON-OFFICER EMPLOYEES
PRIOR TO FINAL DISPOSITION. The Corporation may, in the discretion of the Board
of Directors, advance any or all Expenses incurred by or on behalf of any
Officer or Non-Officer Employee in connection with any Proceeding in which such
Officer or Non-Officer Employee is involved by reason of such Officer or Non-
Officer Employee's Corporate Status upon the receipt by the Corporation of a
statement or statements from such Officer or Non-Officer Employee requesting
such advance or advances from time to time, whether prior to or after final
disposition of such Proceeding.  Such statement or statements shall reasonably
evidence the Expenses incurred by such Officer or Non-Officer Employee and shall
be preceded or accompanied by an undertaking by or on behalf of such Officer or
Non-Officer Employee to repay any Expenses so advanced if it shall ultimately be
determined that such Officer or Non-Officer Employee is not entitled to be
indemnified against such Expenses.

          7.8  CONTRACTUAL NATURE OF RIGHTS.  The foregoing provisions of this
Article VII shall be deemed to be a contract between the Corporation and each
Director and Officer entitled to the benefits hereof at any time while this
Article VII is in effect, and any repeal or modification thereof shall not
affect any rights or obligations then existing with respect to any state of
facts then or theretofore existing or any Proceeding theretofore or thereafter
brought based in whole or in part upon any such state of facts.  If a claim for
indemnification or advancement of Expenses hereunder by a Director or Officer is
not paid in

                                       20
<PAGE>
 
full by the Corporation within (a) 60 days after the receipt by the Corporation
of a written claim for indemnification or (b) in the case of a Director, 10 days
after the receipt by the Corporation of documentation of Expenses and the
required undertaking, such Director or Officer may at any time thereafter bring
suit against the Corporation to recover the unpaid amount of the claim, and if
successful in whole or in part, such Director or Officer shall also be entitled
to be paid the expenses of prosecuting such claim.  The failure of the
Corporation (including its Board of Directors or any committee thereof,
independent legal counsel, or stockholders) to make a determination concerning
the permissibility of such indemnification or, in the case of a Director,
advancement of Expenses, under this Article VII shall not be a defense to the
action and shall not create a presumption that such indemnification or
advancement is not permissible.  It is the parties' intention that if the
Company contests any Director's, Officer's or Non-Officer Employee's right to
indemnification, the question of such Director's, Officer's or Non-Officer
Employee's right to indemnification shall be for the court to decide, and
neither the failure of the Company (including its Board of Directors, any
committee or subgroup of the Board of Directors, independent legal counsel, or
its shareholders) to have made a determination that indemnification of such
Director, Officer or Non-Officer Employee is proper in the circumstances because
the Director, Officer or Non-Officer Employee has met the applicable standard of
conduct required by applicable law, nor an actual determination by the Company
(including its Board of Directors, any committee or subgroup of the Board of
Directors, independent legal counsel, or its stockholders) that the Director,
Officer or Non-Officer Employee has not met such applicable standard of conduct,
shall create a presumption that such Director, Officer or Non-Officer Employee
has or has not met the applicable standard of conduct.

          7.9  NON-EXCLUSIVITY OF RIGHTS.  The rights to indemnification and
advancement of Expenses set forth in this Article VII shall not be exclusive of
any other right which any Director, Officer or Non-Officer Employee may have or
hereafter acquire under any statute, provision of the Certificate or these By-
laws, agreement, vote of stockholders or Disinterested Directors or otherwise.

          7.10  PARTIAL INDEMNIFICATION.  If any Director, Officer or Non-
Officer Employee is entitled under any provision of these By-laws to
indemnification by the Company for some or a portion of the expenses, judgments,
fines or penalties actually or reasonably incurred by him in the investigation,
defense, appeal or settlement of any civil or criminal action or proceeding, but
not, however, for the total amount thereof, the Company shall nevertheless
indemnify such Director, Officer or Non-Officer Employee for the portion of such
expenses, judgments, fines or penalties to which such Director, Officer or Non-
Officer Employee is entitled.

          7.11  MUTUAL ACKNOWLEDGMENT.  By accepting any potential benefits
under this Article VII each Director, Officer or Non-Officer Employee
acknowledges that in certain instances, Federal law or applicable public policy
may prohibit the Company from indemnifying its directors, officers and employees
under these By-laws or otherwise.  The Director, Officer or Non-Officer Employee
understands and acknowledges that the Company

                                       21
<PAGE>
 
has undertaken and may be required in the future to undertake with the
Securities and Exchange Commission to submit the question of indemnification to
a court in certain circumstances for a determination of the Company's right
under public policy to indemnify Director, Officer or Non-Officer Employee.

          7.12  INSURANCE.  The Corporation may maintain insurance, at its
expense, to protect itself and any Director, Officer or Non-Officer Employee
against any liability of any character asserted against or incurred by the
Corporation or any such Director, Officer or Non-Officer Employee, or arising
out of any such person's Corporate Status, whether or not the Corporation would
have the power to indemnify such person against such liability under the DGCL or
the provisions of this Article VII.

                                  ARTICLE VIII

                            MISCELLANEOUS PROVISIONS

          8.1  SEAL.  The seal of the Corporation shall consist of a flat-faced
circular die, of which there may be any number of counterparts, on which there
shall be engraved the word "Seal" and the name of the Corporation.  The Board of
Directors shall have the power to adopt and alter the seal of the Corporation.

          8.2  FISCAL YEAR.  The fiscal year of the Corporation shall end on
such date and shall consist of such accounting periods as may be fixed by the
Board of Directors.

          8.3  CHECKS, NOTES AND DRAFTS.  Checks, notes, drafts and other orders
for the payment of money shall be signed by such persons as the Board of
Directors from time to time may authorize.  When the Board of Directors so
authorizes, however, the signature of any such person may be a facsimile.

          8.4  EXECUTION OF INSTRUMENTS.  All deeds, leases, transfers,
contracts, bonds, notes and other obligations to be entered into by the
Corporation in the ordinary course of its business without director action may
be executed on behalf of the Corporation by the Chairman of the Board, if one is
elected, the President or the Treasurer or any other officer, employee or agent
of the Corporation as the Board of Directors or Executive Committee may
authorize.

          8.5  RESIDENT AGENT.  The Board of Directors may appoint a resident
agent upon whom legal process may be served in any action or proceeding against
the Corporation.

          8.6  CORPORATE RECORDS.  The original or attested copies of the
Certificate, By-laws and records of all meetings of the incorporators,
stockholders and the Board of Directors and the stock transfer books, which
shall contain the names of all stockholders, their record addresses and the
amount of stock held by each, may be kept outside the State of Delaware and
shall be kept at the principal office of the Corporation, at the office of its

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counsel or at an office of its transfer agent or at such other place or places
as may be designated from time to time by the Board of Directors.

          8.7  AMENDMENT OF BY-LAWS.

               (a) AMENDMENT BY DIRECTORS.  Except as provided otherwise by law,
these By-laws may be amended or repealed by the Board of Directors by the
affirmative vote of a majority of the directors then in office.

               (b) AMENDMENT BY STOCKHOLDERS.  These By-laws may be amended or
repealed at any annual meeting of stockholders, or special meeting of
stockholders called for such purpose, by the affirmative vote of at least
seventy-five percent of the shares present in person or represented by proxy at
such meeting and entitled to vote on such amendment or repeal, voting together
as a single class; PROVIDED, HOWEVER, that if the Board of Directors recommends
that stockholders approve such amendment or repeal at such meeting of
stockholders, such amendment or repeal shall only require the affirmative vote
of a majority of the shares present in person or represented by proxy at such
meeting and entitled to vote on such amendment or repeal, voting together as a
single class.

          8.8  VOTING OF STOCK HELD.  Unless otherwise provided by resolution of
the Board of Directors or of the Executive Committee, if any, the Chairman of
the Board, if one is elected, the President or the Treasurer may from time to
time waive notice of and act on behalf of this Corporation, or appoint an
attorney or attorneys or agent or agents of the Corporation, in the name and on
behalf of the Corporation, to cast the vote that the Corporation may be entitled
to cast as a stockholder or otherwise in any other corporation, any of whose
securities may be held by the Corporation, at meetings of the holders of the
shares or other securities of such other corporation, or to consent in writing
to any action by any such other corporation; and the Chairman of the Board, if
one is elected, the President or the Treasurer shall instruct the person or
persons so appointed as to the manner of casting such votes or giving such
consent and may execute or cause to be executed on behalf of the Corporation,
and under its corporate seal or otherwise, such written proxies, consents,
waivers or other instruments as may be necessary or proper in the premises.  In
lieu of such appointment, the Chairman of the Board,

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if one is elected, the President or the Treasurer may himself or herself attend
any meetings of the holders of shares or other securities of any such other
corporation and there vote or exercise any or all power of the Corporation as
the holder of such shares or other securities of such other corporation.



Adopted ________ ___, 199_ and effective as of ________ ___, 199_.



367077.c2
5/22/97

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