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                                                                     EXHIBIT 3.2

                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                           IPG PHOTONICS CORPORATION

                        Adopted as of February 12, 2001

Section  1.  Certificate of Incorporation and Bylaws.
             ---------------------------------------

        1.1  Conflicts.  In the event of any conflict between the provisions of
             ---------
these bylaws and the provisions of the certificate of incorporation of IPG
Photonics Corporation (the "Corporation"), the provisions of the certificate of
                            -----------
incorporation shall govern.

        1.2  References.  In these bylaws, references to the certificate of
             ----------
incorporation and bylaws mean the provisions of the certificate of incorporation
of the Corporation and these bylaws, respectively, as from time to time in
effect.

Section  2.  Offices.
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        2.1  Registered Office.  The registered office of the Corporation shall
             -----------------
be in the City of Wilmington, County of New Castle, State of Delaware.

        2.2  Other Offices.  The Corporation may also have offices at such other
             -------------
places within or without the State of Delaware as the board of directors may
from time to time determine or the business of the Corporation may require.

Section  3.  Stockholders.
             ------------

        3.1  Location of Meetings.  All meetings of stockholders shall be held
             --------------------
at such places within or without the State of Delaware as shall be designated
from time to time by the board of directors. Any adjourned session of any
meeting shall be held at the place designated in the vote of adjournment.

        3.2  Annual Meeting.  The annual meeting of stockholders shall be held
             --------------
at 10 A.M. on the last Wednesday in March in each year (unless that day shall be
a legal holiday at the location where the meeting is to be held, in which case
the meeting shall be held at 10 A.M. on the next succeeding day that is not a
legal holiday) or at such other time and date as shall be designated from time
to time by the board of directors, at which the stockholders shall elect a board
of directors and transact such other business as may be required by law or these
bylaws or as may otherwise properly come before the meeting.

        3.3  Special Meeting in Place of Annual Meeting.  If the election of
             ------------------------------------------
directors shall not be held on the day designated by these bylaws, the directors
shall cause the election to be held as soon thereafter as convenient. To that
end, if the annual meeting is not held on the day provided

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in Section 3.2 or if the election of directors is not held at the annual
meeting, a special meeting of the stockholders may be held in place of such
omitted meeting or election and any business transacted or election held at such
special meeting shall have the same effect as if transacted or held at the
annual meeting. In such case all references in these bylaws to the annual
meeting of the stockholders, or to the annual election of directors, shall be
deemed to refer to or include such special meeting. Any such special meeting
shall be called, and the purposes thereof shall be specified in the call, as
provided in Section 3.4.

        3.4  Notice of Annual Meeting.  Written notice of the annual meeting
             ------------------------
stating the place, date and hour of the meeting shall be given to each
stockholder entitled to vote at such meeting not less than ten nor more than
sixty days before the date of the meeting. Such notice may specify the business
to be transacted and actions to be taken at such meeting. No action shall be
taken at such meeting unless such notice is given, or unless waiver of such
notice is given by the holders of outstanding stock having not less than the
minimum number of votes necessary to take such action at a meeting at which all
shares entitled to vote thereon were voted. Prompt notice of all actions taken
in connection with such waiver of notice shall be given to all stockholders not
present or represented at such meeting.

        3.5  Notice of Special Meeting.  Written notice of a special meeting
             -------------------------
stating the place, date and hour of the meeting and the purpose or purposes for
which the meeting is called shall be given not less than ten nor more than sixty
days before the date of the meeting to each stockholder entitled to vote at such
meeting. No action shall be taken at such meeting unless such notice is given,
or unless waiver of such notice is given by the holders of outstanding stock
having not less than the minimum number of votes necessary to take such action
at a meeting at which all shares entitled to vote thereon were voted. Prompt
notice of all actions taken in connection with such waiver of notice shall be
given to all stockholders not present or represented at such meeting.

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

        3.7  Quorum of Stockholders.  The holders of a majority of the voting
             ----------------------
power of the stock issued and outstanding and entitled to vote thereat, present
in person or represented by proxy, shall constitute a quorum at all meetings of
the stockholders for the transaction of business except as otherwise required by
law, the certificate of incorporation or these bylaws.

        3.8  Adjournment.  Any meeting of stockholders may be adjourned from
             -----------
time to time to any other time and place at which a meeting of stockholders may
be held under these bylaws, which time and place shall be announced at the
meeting, by a majority of votes cast upon the

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question, whether or not a quorum is present. If a quorum shall be present or
represented at any adjourned meeting, any business may be transacted that might
have been transacted at the original meeting. If the adjournment is for more
than thirty days or if a new record date is fixed for the adjourned meeting
after the adjournment, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.

        3.9  Proxy Representation. Any stockholder may authorize another person
             --------------------
or persons to act for such stockholder by proxy in all matters in which the
stockholder is entitled to participate, whether by waiving notice of any
meeting, objecting to or voting or participating at a meeting, or expressing
consent or dissent without a meeting. No proxy shall be voted or acted upon
after three years from its date unless such proxy provides for a longer period.
Except as provided by law, a revocable proxy shall be deemed revoked if the
stockholder is present at the meeting for which the proxy was given. A duly
executed proxy shall be irrevocable if it states that it is irrevocable and, if,
and only as long as, it is coupled with an interest sufficient in law to support
an irrevocable power. A proxy may be made irrevocable regardless of whether the
interest with which it is coupled is an interest in the stock itself or an
interest in the Corporation generally. The authorization of a proxy may but need
not be  limited to specified action, provided, however, that if a proxy
                                     --------
limits its authorization to a meeting or meetings of stockholders, unless
otherwise specifically provided such proxy shall entitle the holder thereof to
vote at any adjourned session but shall not be valid after the final adjournment
thereof.

        3.10  Inspectors of Election. The Corporation may, and shall if required
              ----------------------
by law, in advance of any meeting of stockholders, appoint one or more
inspectors of election, who may be employees of the Corporation, to act at the
meeting or any adjournment thereof and to make a written report thereof. The
Corporation may designate one or more persons as alternate inspectors to replace
any inspector who fails to act. In the event that no inspector so appointed or
designated is able to act at a meeting of stockholders, the person presiding at
the meeting shall appoint one or more inspectors to act at the meeting. Each
inspector, before entering upon the discharge of his or her duties, shall take
and sign an oath to execute faithfully the duties of inspector with strict
impartiality and according to the best of his or her ability. The inspector or
inspectors so appointed or designated shall (i) ascertain the number of shares
of capital stock of the Corporation outstanding and the voting power of each
such share, (ii) determine the shares of capital stock of the Corporation
represented at the meeting and the validity of proxies and ballots, (iii) count
all votes and ballots, (iv) determine and retain for a reasonable period a
record of the disposition of any challenges made to any determination by the
inspectors, and (v) certify their determination of the number of shares of
capital stock of the Corporation represented at the meeting and such inspectors'
count of all votes and ballots. Such certification and report shall specify such
other information as may be required by law. In determining the validity and
counting of proxies and ballots cast at any meeting of stockholders of the
Corporation, the inspectors may consider such information as is permitted by
applicable law. No person who is a candidate for an office at an election may
serve as an inspector at such election.

        3.11  Action by Vote. Except as otherwise provided by or pursuant to the
              --------------
provisions of the certificate of incorporation, each stockholder entitled to
vote at any meeting of stockholders shall be entitled to one vote for each share
of stock held by such stockholder which has voting power upon the matter in
question. Voting at meetings of stockholders need not be by written ballot. At
all meetings of stockholders for the election of directors a plurality of the
votes cast

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shall be sufficient to elect. All other elections and questions shall, unless
otherwise provided by the certificate of incorporation, these bylaws, the rules
or regulations of any stock exchange or quotation system applicable to the
Corporation, or applicable law or pursuant to any regulation applicable to the
Corporation or its securities, be decided by the affirmative vote of the holders
of a majority in voting power of the shares of stock of the Corporation which
are present in person or by proxy and entitled to vote thereon.

        3.12  Action Without Meetings. Unless otherwise provided in the
              -----------------------
certificate of incorporation, any action required to be taken at any annual or
special meeting of stockholders, or any action that may be taken at any annual
or special meeting of stockholders, may be taken without a meeting, without
prior notice and without a vote, if a consent in writing setting forth the
action so taken shall be signed by the holders of outstanding stock having not
less than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote thereon were
present and voted. Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.

Section  4.  Directors.
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        4.1  Number. The number of directors constituting the whole board of
             ------
directors shall not be less than one nor more than twelve. Within the foregoing
limits, the stockholders at the annual meeting shall determine the number of
directors, and within such limits, the number of directors may be increased or
decreased at any time or from time to time by the stockholders or by the
directors by vote of a majority of directors then in office, except as otherwise
provided in the certificate of incorporation and except that any such decrease
by vote of the directors shall only be made to eliminate vacancies existing by
reason of the death, resignation or removal of one or more directors. The
directors shall be elected at the annual meeting of the stockholders, except as
provided in Section 4.4 of these bylaws or the certificate of incorporation.
Directors need not be stockholders.

        4.2  Tenure. Except as otherwise provided by law, the certificate of
             ------
incorporation or these bylaws, each director shall hold office until the next
annual meeting and until a successor is elected and qualified, or until such
director sooner dies, resigns, is removed or becomes disqualified.

        4.3  Powers. The business of the Corporation shall be managed by or
             ------
under the direction of the board of directors, which shall have and may exercise
all the powers of the Corporation and do all such lawful acts and things as are
not by law, the certificate of incorporation or these bylaws directed or
required to be exercised or done by the stockholders.

       4.4  Vacancies. Newly created directorships resulting from any increase
            ---------
in the number of directors and other vacancies may be filled by vote of the
stockholders at a meeting called for the purpose, or by a majority of the
directors then in office, although less than a quorum, or by a sole remaining
director. When one or more directors shall resign from the board of directors,
effective at a future date, a majority of the directors then in office,
including those who have resigned, shall have power to fill such vacancy or
vacancies, the vote or action by writing thereon to take effect when such
resignation or resignations shall become effective. The

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directors shall have and may exercise all their powers notwithstanding the
existence of one or more vacancies in their number, subject to any requirements
of law or of the certificate of incorporation or of these bylaws as to the
number of directors required for a quorum or for any vote or other actions.

        4.5  Committees. The board of directors may, by vote of a majority of
             ----------
the whole board, (a) designate, change the membership of or terminate the
existence of any committee or committees, each committee to consist of one or
more of the directors; (b) designate one or more directors as alternate members
of any such committee who may replace any absent or disqualified member at any
meeting of the committee; and (c) determine the extent to which each such
committee shall have and may exercise the powers and authority of the board of
directors in the management of the business and affairs of the Corporation,
including the power to authorize the seal of the Corporation to be affixed to
all papers that require it and the power and authority to declare dividends or
to authorize the issuance of stock; excepting, however, such powers that by law,
the certificate of incorporation or these bylaws they are prohibited from so
delegating. In the absence or disqualification of any member of such committee
and such member's alternate, if any, the member or members thereof present at
any meeting and not disqualified from voting, whether or not constituting a
quorum, may unanimously appoint another member of the board of directors to act
at the meeting in the place of any such absent or disqualified member. Except as
the board of directors may otherwise determine, any committee may make rules for
the conduct of its business, but unless otherwise provided by the board or such
rules, its business shall be conducted as nearly as may be in the same manner as
is provided by these bylaws for the conduct of business by the board of
directors. Each committee shall keep regular minutes of its meetings and report
the same to the board of directors upon request.

        4.6  Regular Meeting. Regular meetings of the board of directors may be
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held without call or notice at such place within or without the State of
Delaware and at such times as the board may from time to time determine,
provided that notice of the first regular meeting following any such
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determination shall be given to absent directors. A regular meeting of the
directors may be held without call or notice immediately after and at the same
place as the annual meeting of the stockholders.

        4.7  Special Meetings. Special meetings of the board of directors may be
             ----------------
held at any time and at any place within or without the State of Delaware
designated in the notice of the meeting, when called by the chairman of the
board of directors, the president, or by one-third or more in number of the
directors, reasonable notice thereof being given to each director by the
secretary or by the chairman of the board of directors, the president or by any
one of the directors calling the meeting.

        4.8  Notice. It shall be reasonable and sufficient notice to a director
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to send notice by mail at least forty-eight hours or by telegram at least
twenty-four hours before the meeting, addressed to the director at the
director's usual or last known business or residence address or to give notice
to the director in person or by telephone at least twenty-four hours before the
meeting. Notice of a meeting need not be given to any director if a written
waiver of notice, executed by the director before or after the meeting, is filed
with the records of the meeting, or to any director who attends the meeting
without protesting prior thereto or at its commencement the

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lack of notice to the director. Neither notice of a meeting nor a waiver of a
notice need specify the purposes of the meeting.

        4.9  Quorum. Except as may be otherwise provided by law, the certificate
             ------
of incorporation or these bylaws, at any meeting of the directors a majority of
the directors then in office shall constitute a quorum; a quorum shall not in
any case be less than one-third of the total number of directors constituting
the whole board. Any meeting may be adjourned from time to time by a majority of
the votes cast upon the question, whether or not a quorum is present, and the
meeting may be held as adjourned without further notice.

        4.10  Action by Vote. Except as may be otherwise provided by law, the
              --------------
certificate of incorporation or these bylaws, when a quorum is present at any
meeting the vote of a majority of the directors present shall be the act of the
board of directors.

        4.11  Action Without a Meeting. Unless otherwise restricted by the
              ------------------------
certificate of incorporation or these bylaws, any action required or permitted
to be taken at any meeting of the board of directors or of any committee thereof
may be taken without a meeting if all the members of the board or of such
committee, as the case may be, consent thereto in writing, and such writing or
writings are filed with the records of the meetings of the board or of such
committee. Such consent shall be treated for all purposes as the act of the
board or of such committee, as the case may be.

        4.12  Participation in Meetings by Conference Telephone. Unless
              -------------------------------------------------
otherwise restricted by the certificate of incorporation or these bylaws,
members of the board of directors or of any committee thereof may participate in
a meeting of such board or committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other. Such participation shall constitute presence in
person at such meeting.

        4.13  Compensation.  Unless otherwise restricted by the certificate of
              ------------
incorporation or these bylaws, the board of directors shall have the authority
to fix from time to time the compensation of directors.  The directors may be
paid their expenses, if any, of attendance at each meeting of the board of
directors and the performance of their responsibilities as directors and may be
paid a fixed sum for attendance at each meeting of the board of directors and/or
a stated salary as director.  No such payment shall preclude any director from
serving the Corporation or its parent or subsidiary corporations in any other
capacity and receiving compensation therefor.  The board of directors may also
allow compensation for members of special or standing committees for service on
such committees.

        4.14  Interested Directors and Officers.
              ---------------------------------

              (a)  No contract or transaction between the Corporation and one or
more of its directors or officers, or between the Corporation and any other
corporation, partnership, association or other organization in which one or more
of the Corporation's directors or officers are directors or officers or have a
financial interest, shall be void or voidable solely for this reason, or solely
because the director or officer is present at or participates in the meeting of
the

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board or committee thereof that authorizes the contract or transaction, or
solely because the vote of any such person is counted for such purpose, if:

              (1)  the material facts as to the relationship or interest of the
director or officer and the contract or transaction are disclosed or known to
the board of directors or the committee, and the board or committee in good
faith authorizes the contract or transaction by the affirmative vote of a
majority of the disinterested directors, even though the disinterested directors
do not constitute a quorum;

              (2)  the material facts as to the relationship or interest of the
director or officer and as to the contract or transaction are disclosed or are
known to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the stockholders;
or

              (3)  the contract or transaction is fair as to the Corporation as
of the time it is authorized, approved or ratified, by the board of directors, a
committee thereof, or the stockholders.

              (b)  Common or interested directors may be counted in determining
the presence of a quorum at a meeting of the board of directors or of a
committee that authorizes the contract or transaction.

        4.15  Resignation or Removal of Directors. Unless otherwise restricted
              -----------------------------------
by law or the certificate of incorporation, any director or the entire board of
directors may be removed, with or without cause, by the holders of a majority of
the stock issued and outstanding and entitled to vote at an election of
directors. Any director may resign at any time by delivering a resignation in
writing to the chairman of the board of directors, the president or the
secretary or to a meeting of the board of directors. Such resignation shall be
effective upon receipt unless specified to be effective at some other time; and
without in either case the necessity of its being accepted unless the
resignation shall so state. No director resigning and (except where a right to
receive compensation shall be expressly provided in a duly authorized written
agreement with the Corporation) no director removed shall have any right to
receive compensation as such director for any period following the director's
resignation or removal, or any right to damages on account of such removal,
whether the director's compensation be by the month or by the year or otherwise;
unless in the case of a resignation, the directors, or in the case of removal,
the body acting on the removal, shall in their or its discretion provide for
compensation.

        4.16  Presumption of Assent. A director of the Corporation present at a
              ---------------------
board of directors or committee meeting at which action on any corporate matter
is taken shall be presumed to have assented to the action taken unless his
dissent is entered in the minutes of the meeting, or unless such director files
a written dissent to such actions with the person acting as the secretary of the
meeting before adjournment thereof, or forwards such dissent by registered mail
to the secretary of the Corporation immediately after the adjournment of the
meeting. A director who voted in favor of such action may not subsequently
dissent.

Section  5.  Notice of Stockholder Business and Nominations.
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        5.1  Annual Meetings of Stockholders.  (1) Nominations of persons for
             -------------------------------
election to the Board of Directors of the Corporation and the proposal of
business to be considered by the stockholders may be made at an annual meeting
of stockholders only (a) pursuant to the Corporation's notice of meeting (or any
supplement thereto), (b) by or at the direction of the Board of Directors or (c)
by any stockholder of the Corporation who was a stockholder of record of the
Corporation at the time the notice provided for in this Section 5 is delivered
to the Secretary of the Corporation, who is entitled to vote at the meeting and
who complies with the notice procedures set forth in this Section 5.

             (2) For nominations or other business to be properly brought before
an annual meeting by a stockholder pursuant to clause (c) of paragraph (A)(1) of
this Section 5, the stockholder must have given timely notice thereof in writing
to the Secretary of the Corporation and any such proposed business other than
the nominations of persons for election to the Board of Directors must
constitute a proper matter for stockholder action. To be timely, a stockholder's
notice shall be delivered to the Secretary at the principal executive offices of
the Corporation not later than the close of business on the ninetieth day nor
earlier than the close of business on the one hundred twentieth day prior to the
first anniversary of the preceding year's annual meeting (provided, however,
that in the event that the date of the annual meeting is more than thirty days
before or more than seventy days after such anniversary date, notice by the
stockholder must be so delivered not earlier than the close of business on the
one hundred twentieth day prior to such annual meeting and not later than the
close of business on the later of the ninetieth day prior to such annual meeting
or the tenth day following the day on which public announcement of the date of
such meeting is first made by the Corporation). For purposes of the first annual
meeting of stockholders after the Corporation shall have its securities
registered under the Securities Act of 1934, the first anniversary of such
annual meeting shall be deemed to be July 1, 2001. In no event shall the public
announcement of an adjournment or postponement of an annual meeting commence a
new time period (or extend any time period) for the giving of a stockholder's
notice as described above. Such stockholder's notice shall set forth: (a) as to
each person whom the stockholder proposes to nominate for election as a director
all information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors in an election contest, or is
otherwise required, in each case pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") (and such person's written
                                       ------------
consent to being named in the proxy statement as a nominee and to serving as a
director if elected); (b) as to any other business that the stockholder proposes
to bring before the meeting, a brief description of the business desired to be
brought before the meeting, the text of the proposal or business (including the
text of any resolutions proposed for consideration and in the event that such
business includes a proposal to amend the Bylaws of the Corporation, the
language of the proposed amendment), the reasons for conducting such business at
the meeting and any material interest in such business of such stockholder and
the beneficial owner, if any, on whose behalf the proposal is made; and (c) as
to the stockholder giving the notice and the beneficial owner, if any, on whose
behalf the nomination or proposal is made (i) the name and address of such
stockholder, as they appear on the Corporation's books, and of such beneficial
owner, (ii) the class and number of shares of capital stock of the Corporation
which are owned beneficially and of record by such stockholder and such
beneficial owner, (iii) a representation that the stockholder 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 propose such business or
nomination, and (iv) a representation whether the stockholder or the beneficial
owner, if any, intends or is

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part of a group which intends (a) to deliver a proxy statement and/or form of
proxy to holders of at least the percentage of the Corporation's outstanding
capital stock required to approve or adopt the proposal or elect the nominee
and/or (b) otherwise to solicit proxies from stockholders in support of such
proposal or nomination. The foregoing notice requirements shall be deemed
satisfied by a stockholder if the stockholder has notified the Corporation of
his or her intention to present a proposal at an annual meeting in compliance
with Rule 14a-8 (or any successor thereof) promulgated under the Exchange Act
and such stockholder's proposal has been included in a proxy statement that has
been prepared by the Corporation to solicit proxies for such annual meeting. The
Corporation may require any proposed nominee to furnish such other information
as it may reasonably require to determine the eligibility of such proposed
nominee to serve as a director of the Corporation.

             (3) Notwithstanding anything in the second sentence of paragraph
(A)(2) of this Section 5 to the contrary, in the event that the number of
directors to be elected to the Board of Directors of the Corporation at an
annual meeting is increased and there is no public announcement by the
Corporation naming the nominees for the additional directorships at least one
hundred days prior to the first anniversary of the preceding year's annual
meeting, a stockholder's notice required by this Section 5 shall also be
considered timely, but only with respect to nominees for the additional
directorships, if it shall be delivered to the Secretary at the principal
executive offices of the Corporation not later than the close of business on the
tenth day following the day on which such public announcement is first made by
the Corporation.

        5.2  Special Meetings of Stockholders. Only such business shall be
             --------------------------------
conducted at a special meeting of stockholders as shall have been brought before
the meeting pursuant to the Corporation's notice of meeting. Nominations of
persons for election to the Board of Directors may be made at a special meeting
of stockholders at which directors are to be elected pursuant to the
Corporation's notice of meeting (1) by or at the direction of the Board of
Directors or (2) provided that the Board of Directors has determined that
directors shall be elected at such meeting, by any stockholder of the
Corporation who is a stockholder of record at the time the notice provided for
in this Section 5 is delivered to the Secretary of the Corporation, who is
entitled to vote at the meeting and upon such election and who complies with the
notice procedures set forth in this Section 5. In the event the Corporation
calls a special meeting of stockholders for the purpose of electing one or more
directors to the Board of Directors, any such stockholder entitled to vote in
such election of directors may nominate a person or persons (as the case may be)
for election to such position(s) as specified in the Corporation's notice of
meeting, if the stockholder's notice required by paragraph (2) of this Section
5.2 shall be delivered to the Secretary at the principal executive offices of
the Corporation not earlier than the close of business on the one hundred
twentieth day prior to such special meeting and not later than the close of
business on the later of the ninetieth day prior to such special meeting or the
tenth day following the day on which public announcement is first made of the
date of the special meeting and of the nominees proposed by the Board of
Directors to be elected at such meeting. In no event shall the public
announcement of an adjournment or postponement of a special meeting commence a
new time period (or extend any time period) for the giving of a stockholder's
notice as described above.

        5.3  General. (1) Only such persons who are nominated in accordance with
             -------
the procedures set forth in this Section 5 shall be eligible to be elected at an
annual or special

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meeting of stockholders of the Corporation to serve as directors and only such
business shall be conducted at a meeting of stockholders as shall have been
brought before the meeting in accordance with the procedures set forth in this
Section 5. Except as otherwise provided by law, the chairman of the meeting
shall have the power and duty (a) to determine whether a nomination or any
business proposed to be brought before the meeting was made or proposed, as the
case may be, in accordance with the procedures set forth in this Section 5
(including whether the stockholder or beneficial owner, if any, on whose behalf
the nomination or proposal is made solicited (or is part of a group which
solicited) or did not so solicit, as the case may be, proxies in support of such
stockholder's nominee or proposal in compliance with such stockholder's
representation as required by clause (2)(c)(iv) of this Section 5) and (b) if
any proposed nomination or business was not made or proposed in compliance with
this Section 5, to declare that such nomination shall be disregarded or that
such proposed business shall not be transacted. Notwithstanding the foregoing
provisions of this Section 5, if the stockholder (or a qualified representative
of the stockholder) does not appear at the annual or special meeting of
stockholders of the Corporation to present a nomination or business, such
nomination shall be disregarded and such proposed business shall not be
transacted, notwithstanding that proxies in respect of such vote may have been
received by the Corporation.

             (2) For purposes of this Section 5, "public announcement" shall
                                                  -------------------
include disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news service or in a document publicly
filed by the Corporation with the Securities and Exchange Commission pursuant to
Section 13, 14 or 15(d) of the Exchange Act.

             (3) Notwithstanding the foregoing provisions of this Section 5, a
stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set
forth in this Section 5. Nothing in this Section 5 shall be deemed to affect any
rights (a) of stockholders to request inclusion of proposals in the
Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act or
(b) of the holders of any series of Preferred Stock to elect directors pursuant
to any applicable provisions of the certificate of incorporation.

Section  6.  Notices.
             -------

        6.1  Form of Notice.  Whenever, under the provisions of law, or of the
             --------------
certificate of incorporation or of these bylaws, notice is required to be given
to any director or stockholder, such notice may be given by mail, addressed to
such director or stockholder, at the director's or stockholder's address as it
appears on the records of the Corporation, with postage thereon prepaid, and
such notice shall be deemed to be given at the time when the same shall be
deposited in the United States mail.  Unless written notice by mail is required
by law, written notice may also be given by telegram, cable, facsimile,
commercial delivery service, telex or similar means, addressed to such director
or stockholder at the address thereof as such address appears on the records of
the Corporation, in which case such notice shall be deemed to be given when
delivered into the control of the persons charged with effecting such
transmission, the transmission charge to be paid by the Corporation or the
person sending such notice and not by the addressee.  Oral notice or other in-
hand delivery (in person or by telephone) shall be deemed given at the time it
is actually given.

                                      -10-
<PAGE>

        6.2  Waiver of Notice.  Whenever notice is required to be given under
             ----------------
the provisions of law, the certificate of incorporation or these bylaws, a
written waiver thereof, signed by the person entitled to notice, whether before
or after the time stated therein, shall be deemed equivalent to notice.
Attendance of a person at a meeting shall constitute a waiver of notice of such
meeting, except when the person attends a meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any meeting of the stockholders, directors
or members of a committee of the board of directors need be specified in any
written waiver of notice.

Section  7.  Officers and Agents.
             -------------------

        7.1  Enumeration; Qualification.  The officers of the Corporation shall
             --------------------------
be a chairman of the board of directors, a president, a treasurer, a secretary
and such other officers, if any, as the board of directors from time to time may
in its discretion elect or appoint, including without limitation one or more
vice presidents. Any officer may be, but none need be, a director or
stockholder, except that the chairman shall be a member of the board. Any two or
more offices may be held by the same person. Any officer may be required by the
board of directors to secure the faithful performance of the officer's duties to
the Corporation by giving bond in such amount and with sureties or otherwise as
the board of directors may determine.

        7.2  Powers.  Subject to law, the certificate of incorporation and these
             ------
bylaws, each officer shall have, in addition to the duties and powers herein set
forth, such duties and powers as are commonly incident to the officer's office
and such additional duties and powers as the board of directors may from time to
time designate.

        7.3  Election.  The board of directors at its first meeting after each
             --------
annual meeting of stockholders shall choose a chairman, a president, a secretary
and a treasurer. Other officers may be appointed by the board of directors at
such meeting, at any other meeting or by written consent. At any time or from
time to time, the directors may delegate to any officer their power to elect or
appoint any other officer or any agents.

        7.4  Tenure.  Each officer shall hold office until the first meeting of
             ------
the board of directors following the next annual meeting of the stockholders and
until a successor is elected and qualified unless a shorter period shall have
been specified in terms of the officer's election or appointment, or in each
case until the officer sooner dies, resigns, is removed or becomes disqualified.
Each agent of the Corporation shall retain authority at the pleasure of the
directors, or the officer by whom the agent was appointed or by the officer who
then holds agent appointive power.

        7.5  Chairman, President and Vice Presidents.
             ---------------------------------------

             (a)  The chairman of the board of directors shall be a member of
the board of directors, an officer of the Corporation and, if present, shall
preside at each meeting of the board of directors and the stockholders. The
chairman of the board shall be responsible for the general management of the
affairs of the Corporation and shall perform all duties incidental to his office
which may be required by law and all such other duties as are properly required
of him by the

                                      -11-
<PAGE>

board of directors. Except where by law the signature of the president is
required, the chairman of the board shall possess the same power as the
president to sign all certificates, contracts, and other instruments of the
Corporation which may be authorized by the board of directors.

             (b)  The president shall act in a general executive capacity and
shall assist the chairman of the board in the administration and operation of
the Corporation's business and general supervision of its policies and affairs.
The president shall, in the absence of or because of the inability to act of the
chairman of the board, perform all duties of the chairman of the board and
preside at all meetings of stockholders and of the board of directors.

             (c)  The chairman, president or treasurer shall execute bonds,
mortgages and other contracts requiring a seal, under the seal of the
Corporation, except where required or permitted by law to be otherwise signed
and executed and except where the signing and execution thereof shall be
expressly delegated by the board of directors to some other officer or agent of
the Corporation.

             (d)  Any vice presidents shall have such duties and powers as shall
be designated from time to time by the board of directors, the chairman or the
president.

        7.6  Treasurer and Assistant Treasurers.
             ----------------------------------

             (a)  Except as determined by the board of directors, the treasurer
shall be the chief financial officer of the Corporation and shall be in charge
of its funds and valuable papers, and shall have such other duties and powers as
may be assigned to the treasurer from time to time by the board of directors,
the chairman of the board of directors or the president.

             (b)  Any assistant treasurers shall have such duties and powers as
shall be designated from time to time by the board of directors, the chairman of
the board of directors, the president or the treasurer.

        7.7  Secretary and Assistant Secretaries.
             -----------------------------------

             (a)  The secretary shall record all proceedings of the
stockholders, the board of directors and committees of the board of directors in
a book or series of books to be kept therefor and shall file therein all
writings of, or related to, action by stockholder or director consent. In the
absence of the secretary from any meeting, an assistant secretary, or if there
is none or each assistant secretary is absent, a temporary secretary chosen at
the meeting, shall record the proceedings thereof. Unless a transfer agent has
been appointed, the secretary shall keep or cause to be kept the stock and
transfer records of the Corporation, which shall contain the names and record
addresses of all stockholders and the number of shares registered in the name of
each stockholder. The secretary shall have such other duties and powers as may
from time to time be designated by the board of directors, the chairman of the
board of directors or the president.

             (b)  Any assistant secretaries shall have such duties and powers as
shall be designated from time to time by the board of directors, the chairman of
the board of directors, the president or the secretary.

                                      -12-
<PAGE>

        7.8  Resignation and Removal.  Any officer may resign at any time by
             -----------------------
delivering a resignation in writing to the chairman, the president, the
secretary or a meeting of the board of directors. Such resignation shall be
effective upon receipt unless specified to be effective at some other time, and
without in any case the necessity of its being accepted unless the resignation
shall so state. The board of directors may at any time remove any officer either
with or without cause. The board of directors may at any time terminate or
modify the authority of any agent. No officer resigning and (except where a
right to receive compensation shall be expressly provided in a duly authorized
written agreement with the Corporation) no officer removed shall have any right
to any compensation as such officer for any period following the officer's
resignation or removal, or any right to damages on account of such removal,
whether the officer's compensation be by the month or by the year or otherwise;
unless in the case of a resignation, the directors, or in the case of removal,
the body acting on the removal, shall in their or its discretion provide for
compensation.

        7.9  Vacancies.  If the office of the chairman of the board of
             ---------
directors, the president or the treasurer or the secretary becomes vacant, the
directors may elect a successor by vote of a majority of the directors then in
office. If the office of any other officer becomes vacant, any person or body
empowered to elect or appoint that office may choose a successor. Each such
successor shall hold office for the unexpired term of the predecessor, and in
the case of the chairman of the board of directors, the president, the treasurer
and the secretary until a successor is chosen and qualified, or in each case
until such officer sooner dies, resigns, is removed or becomes disqualified.

Section  8.  Capital Stock.
             -------------

        8.1  Stock Certificates.  Each stockholder shall be entitled to a
             ------------------
certificate stating the number and the class and the designation of the series,
if any, of the shares held by the stockholder, in such form as shall, in
conformity to law, the certificate of incorporation and the bylaws, be
prescribed from time to time by the board of directors. Such certificate shall
be signed by (a) the chairman, the president or a vice-president and (b) the
treasurer, an assistant treasurer, the secretary or an assistant secretary. Any
of the signatures on the certificate may be facsimiles. In case an 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, it may be issued by the
Corporation with the same effect as if the signatory were such officer, transfer
agent, or registrar at the time of its issue.

        8.2  Lost Certificates.  The board of directors may direct a new
             -----------------
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the board of
directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or such owner's legal representative, to advertise the same in
such manner as it shall require and/or to give the Corporation a bond in such
sum as it may direct as indemnity against any claim that may be made against the
Corporation with respect to the certificate alleged to have been lost, stolen or
destroyed.

                                      -13-
<PAGE>

Section  9.  Transfer of Shares of Stock
             ---------------------------

        9.1  Transfer on Books.
             -----------------

             (a)  Subject to any restrictions with respect to the transfer of
 shares of stock, shares of stock may be transferred on the books of the
 Corporation by the surrender to the Corporation or its transfer agent of the
 certificate therefor properly endorsed or accompanied by a written assignment
 and power of attorney properly executed, with necessary transfer stamps
 affixed, and with such proof of the authenticity of signature as the board of
 directors or the transfer agent of the Corporation may reasonably require.
 Except as may be otherwise required by law, the certificate of incorporation or
 these bylaws, 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 receive notice and to vote
 or to give any consent with respect thereto and to be held liable for such
 calls and assessments, if any, as may lawfully be made thereon, regardless of
 any transfer, pledge or other disposition of such stock until the shares have
 been properly transferred on the books of the Corporation.

             (b)  It shall be the duty of each stockholder to notify the
Corporation of the stockholder's post office address.

Section  10.  General Provisions.
              ------------------

        10.1  Record Date.  In order that the Corporation may determine the
              -----------
stockholders entitled to notice of or to vote at any meeting of stockholders or
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the board of directors may fix, in advance, a record date,
which shall not be more than sixty days nor less than ten days before the date
of such meeting, nor more than sixty days prior to any other action to which
such record date relates. A determination of stockholders of record entitled to
notice of or to vote at a meeting of stockholders shall apply to any adjournment
of the meeting; provided, however, that the board of directors may fix a new
                --------
record date for the adjourned meeting. If no record date is fixed:

             (a)  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;

             (b)  the record date for determining stockholders entitled to
express consent to corporate action in writing without a meeting, when no prior
action by the board of directors is necessary, shall be the day on which the
first written consent is expressed; and

             (c)  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 to such purpose.

                                      -14-
<PAGE>

        10.2  Dividends.  Dividends upon the capital stock of the Corporation
              ---------
may be declared by the board of directors at any regular or special meeting or
by written consent, pursuant to law. Dividends may be paid in cash, property or
shares of the capital stock, subject to the provisions of the certificate of
incorporation.

        10.3  Payment of Dividends.  Before payment of any dividend, there may
              --------------------
be set aside out of any funds of the Corporation available for dividends such
sum or sums as the directors from time to time, in their absolute discretion,
think proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
for such other purpose as the directors shall think conducive to the interest of
the Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

        10.4  Checks.  All checks or demands for money and notes of the
              ------
Corporation shall be signed by such officer or officers or such other person or
persons as the board of directors may from time to time designate.

        10.5  Fiscal Year.  The fiscal year of the Corporation shall begin on
              -----------
the first of January in each year and shall end on the last day of December next
following, unless otherwise determined by the board of directors.

        10.6  Seal.  The board of directors may, by resolution, adopt a
              ----
corporate seal. The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization and the word "Delaware." The seal may
be used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise. The seal may be altered from time to time by the board
of directors.

Section  11.  Indemnification.
              ---------------

        11.1  Right to Indemnification. The Corporation shall indemnify and hold
              ------------------------
harmless, to the fullest extent permitted by applicable law as it presently
exists or may hereafter be amended, any person (a "Covered Person") who was or
                                                   --------------
is made or is threatened to be made a party or is otherwise involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (a "proceeding"), by reason of the fact that he, or a person for
                  ----------
whom he is the legal representative, is or was a director or officer of the
Corporation or, while a director or officer of the Corporation, is or was
serving at the request of the Corporation as a director, officer, employee,
representative or agent of another corporation, limited liability company or of
a partnership, joint venture, trust, enterprise or nonprofit entity, including
service with respect to employee benefit plans, against all liability and loss
suffered and expenses (including attorneys' fees) reasonably incurred by such
Covered Person. Notwithstanding the preceding sentence, except as otherwise
provided in Section 11.3, the Corporation shall be required to indemnify a
Covered Person in connection with a proceeding (or part thereof) commenced by
such Covered Person only if the commencement of such proceeding (or part
thereof) by the Covered Person was authorized by the Board of Directors of the
Corporation.

        11.2  Prepayment of Expenses.  The Corporation shall pay the expenses
              ----------------------
(including attorneys' fees) incurred by a Covered Person in defending any
proceeding in advance of its final

                                      -15-
<PAGE>

disposition, provided, however, that, to the extent required by law, such
             --------  -------
payment of expenses in advance of the final disposition of the proceeding shall
be made only upon receipt of an undertaking by the Covered Person to repay all
amounts advanced if it should be ultimately determined that the Covered Person
is not entitled to be indemnified under this Section 11 or otherwise.

        11.3  Claims.  If a claim for indemnification or advancement of expenses
              ------
under this Section 11 is not paid in full within thirty days after a written
claim therefor by the Covered Person has been received by the Corporation, the
Covered Person may file suit to recover the unpaid amount of such claim and, if
successful in whole or in part, shall be entitled to be paid the expense of
prosecuting such claim. In any such action the Corporation shall have the burden
of proving that the Covered Person is not entitled to the requested
indemnification or advancement of expenses under applicable law.

        11.4  Nonexclusivity of Rights.  The rights conferred on any Covered
              ------------------------
Person by this Section 11 shall not be exclusive of any other rights which such
Covered Person may have or hereafter acquire under any statute, provision of the
certificate of incorporation, these bylaws, agreement, vote of stockholders or
disinterested directors or otherwise.

        11.5  Other Sources.  The Corporation's obligation, if any, to indemnify
              -------------
or to advance expenses to any Covered Person who was or is serving at its
request as a director, officer, employee, representative or agent of another
corporation, limited liability company, partnership, joint venture, trust,
enterprise or nonprofit entity shall be reduced by any amount such Covered
Person may collect as indemnification or advancement of expenses from such other
corporation, limited liability company, partnership, joint venture, trust,
enterprise or non-profit enterprise.

        11.6  Amendment or Repeal.  Any repeal or modification of the foregoing
              -------------------
provisions of this Section 11 shall not adversely affect any right or protection
hereunder of any Covered Person in respect of any act or omission occurring
prior to the time of such repeal or modification.

Section  12.  Amendments.
              ----------

     Except as set forth in the certificate of incorporation, these bylaws may
be altered, amended or repealed or new bylaws may be adopted by the stockholders
or by the board of directors when such power is conferred upon the board of
directors by the certificate of incorporation, at any regular meeting of the
stockholders or of the board of directors or at any special meeting of the
stockholders or of the board of directors.  If the power to adopt, amend or
repeal bylaws is conferred upon the board of directors by the certificate of
incorporation, it shall not divest or limit the power of the stockholders to
adopt, amend or repeal bylaws.

                                      -16-
