
<PAGE>   1

                                                                     EXHIBIT 3-B


                                RESTATED BY-LAWS
                                       OF
                                DANA CORPORATION

                         (EFFECTIVE FEBRUARY 28, 1994)

                                   ARTICLE I

                             STOCKHOLDERS' MEETING

  Section 1.  Place of Meetings:  All meetings of the Stockholders shall be
held at the place designated by the Board of Directors.

  Section 2.  Annual Meeting:  The Annual Meeting of the Stockholders of the
Corporation shall be held on the first Wednesday in April, l982, and the first
Wednesday in April each year thereafter, in each year, if not a legal holiday,
and if a legal holiday, then on the next business day, for the election of
Directors and for the transaction of such other business as may be properly
brought before the meeting.


                                   ARTICLE II

                               BOARD OF DIRECTORS

  Section 1.  Number:  The number of Directors shall be ten. The number of
directors shall be fixed from time to time by the Board of Directors, and only
by the Board, pursuant to a resolution adopted by a majority of the entire
Board of Directors amending the By-Laws.

  Section 2.  Meetings and Notice:  Regular meetings of the Board of Directors
shall be held at such places and times as the Board by vote may determine from
time to time, and if so determined no notice thereof need be given except that
notice shall be given to all Directors of any change made in the time or place.
Special meetings of the Board of Directors may be held at any time or place
whenever called by the Chairman of the Board of Directors, the President, the
Secretary or three or more Directors.  Notice of special meetings, stating the
time and place thereof, shall be given by mailing it to each Director at his
residence or business address at least five days before the meeting, or by
delivering it to him personally or telephoning or telegraphing it to him at his
residence or business address at least two days before the meeting.





<PAGE>   2


  Section 3.  Except as otherwise required by law, any newly created
Directorships resulting from an increase in the authorized number of directors
and any vacancies resulting from death, resignation, retirement,
disqualification, removal from office or other cause shall be filled by a
majority vote of the directors then serving, and directors so chosen shall hold
office for a term expiring at the next Annual Meeting of Shareholders.

  Section 4.  Notice Period for Nominations to the Board of Directors:
Nominations to the Board of Directors, other than those made pursuant to
Article II, Section 3, or Article III, Section 5 and other than for incumbent
Directors shall be presented by Stockholders in writing to the Secretary on a
business day not less than seventy days before the Annual Meeting of
Shareholders.  Said notice shall contain:  (a) as to each person whom the
stockholder proposes to nominate for election or re-election as a Director, (i)
the name, age, business address and residence address of such person, (ii) the
principal occupation or employment of such person, (iii) the class and number
of shares of the Corporation which are beneficially owned by such person and
(iv) any other information relating to such person that is required to be
disclosed in solicitations of proxies for election of Directors, or is
otherwise required, in each case pursuant to Regulation l4A under the
Securities Exchange Act of l934, as amended (including without limitation such
person's written consent to being named in the proxy statement as a nominee and
to serving as a Director if elected) and (b) as to the stockholder giving the
notice, (i) the name and address, as they appear on the Corporation's books of
such stockholder and (ii) the class and number of shares of the Corporation
which are beneficially owned by such stockholder.  No person shall be eligible
for election as a Director of the Corporation unless nominated in accordance
with the procedures set forth in these By-Laws.  The Chairman of the meeting
shall, if the facts warrant, determine and declare to the meeting that a
nomination was not made in accordance with the procedures prescribed by the
By-Laws, and if he should so determine, he shall so declare to the meeting and
the defective nomination shall be disregarded.


                                  ARTICLE III

                                   COMMITTEES

  Section 1.  Establishment of Committees:  The Board may designate one or more
committees, each committee to include two or more of the Directors of the
Corporation.





                                       2
<PAGE>   3
  Section 2.  Audit Committee:  The Audit Committee shall have primary
responsibility for maintaining contact with the Corporation's independent
certified public accountants and the Corporation's personnel to satisfy itself
(a) that appropriate audit programs and procedures are maintained and (b) that
the public accountants discharge their responsibility with thoroughness and
dispatch.  The Audit Committee shall make such recommendations to the Board of
Directors as it deems necessary.

  The Audit Committee shall be composed of directors who are not employees of
the Corporation.

  Section 3.  Compensation Committee:  The Compensation Committee shall be
responsible for recommending total compensation for officers of the Corporation
to the Board of Directors, for reviewing general plans of compensation for the
officers and management personnel and for reviewing and approving proposed
awards of additional compensation and stock options.

  Through their own knowledge and with the help of such consultants, outside
agencies and generally accepted national and international guidelines as they
deem advisable, the Committee members shall endeavor at all times to maintain
the compensation of officers and management personnel at levels appropriate for
the size and nature of the Corporation and the responsibilities of the persons
involved.

  The Compensation Committee shall be composed of Directors who are not
employees of the Corporation.

  Section 4.  Finance Committee:  The Finance Committee shall have the primary
responsibility for reviewing long-range world-wide needs for capital and
considering the financial state of affairs and shall recommend courses of
action to insure the continued liquidity of the Corporation.

  It shall also review major corporate expenditures including, but not limited
to, fixed capital, working capital and acquisitions.  It shall report to the
Board of Directors its opinions concerning these major expenditures.

  The Committee shall be composed of Directors and such employees of the
Corporation, including members ex-officio, as shall be recommended by the
chairman of the Committee and approved by the Board of Directors.

  Section 5.  Advisory Committee:  The purpose of this Committee is to advise
the Chairman and the Board on matters of directors, board meetings, board
committees and miscellaneous director related items.





                                       3
<PAGE>   4
  Under the heading of "Directors," things to be considered should be the
required background of a director, the number of directors, the names of new
directors to be considered for possible board membership, as well as
compensation of board members.

  Under "Meetings," we should consider the number of meetings per year, the
location, the length, what day of the week, as well as items requested to be
covered in the meetings.

  Under "Committees," we should consider which committees are needed to be in
tune with the times, as well as the size of the committees, the number of
people on a committee and the rotation of members.

  Finally, under "Miscellaneous," we should consider how to bring to the
attention of the Chairman, as well as the Board, items which directors would
like to discuss but, because of the time pressure or for whatever reason, these
items might not be felt important enough to be discussed during a board
meeting.

  Section 6.  Funds Committee:  The Funds Committee shall audit (without making
any investment decisions or giving investment advice) the activities of those
who have the responsibility of managing the various pension and other employee
benefit funds of the Corporation.  The Committee shall also monitor operations
of the investment managers to assure compliance with rules and regulations
regarding management of pension funds and other employee benefit funds.


                                   ARTICLE IV

                                    OFFICERS


  Section 1.  Titles and Election:  The Board of Directors shall elect a
Chairman of the Board of Directors, a President and such other officers as
shall be required or deemed appropriate.  Each officer shall hold office until
the meeting of the Board following the next annual meeting of the stockholders
or until a successor shall have been elected and qualified or until death,
resignation or removal as hereinafter provided in these By-Laws.

  Section 2.  Eligibility:  The Chairman of the Board of Directors and the
President shall be Directors of the Corporation.  Any person may hold more than
one office but no one person shall, at the same time, hold the offices of
President and Secretary.





                                       4
<PAGE>   5
  Section 3.  Resignations:  Any Director or officer of the Corporation may
resign at any time by giving written notice to the Board of Directors or to the
Chairman of the Board, the President or the Secretary, and any member of any
committee may resign by giving written notice either as aforesaid or to the
Chairman or Secretary of the Committee of which he is a member.  Any such
resignation shall take effect at the time specified therein or, if the time be
not specified, upon receipt thereof; and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective.

  Section 4.  Vacancies:  A vacancy in any office whether arising from death,
resignation, removal or any other cause, may be filled for the unexpired
portion of the term of such office in the manner prescribed in these By-Laws
for the regular election or appointment to such office.

  Section 5.  Chairman of the Board of Directors:  The Chairman of the Board
shall preside at all meetings of the Board of Directors.  He shall perform all
duties incident to the office of Chairman of the Board and such other duties as
may be from time to time assigned to him by the Board.

  Section 6.  President:  The President shall perform the duties of the
Chairman during his absence and shall perform all duties incident to the office
of the President and such other duties as may be assigned to him by the Board
of Directors.

  Section 7.  Chief Executive Officer:  The Chief Executive Officer of the
Corporation shall be responsible for the general management of the Corporation.
He shall perform all duties incident to the office of Chief Executive Officer
and such other duties as may be assigned to him by the Board of Directors.

  Section 8.  President-North American Operations:  The President-North
American Operations shall direct the North American Operations of the
Corporation and shall perform such other duties as may be assigned to him by
the Chairman or the Board of Directors.

  Section 9.  Officers:  Any two Executive Vice Presidents, or the
President-North American Operations together with any Executive Vice President,
shall perform the duties and have the powers of the President during the
absence of the President and the Chairman of the Board of Directors.  The Vice
Presidents shall perform such other duties and have such other powers as the
Board of Directors shall designate from time to time.





                                       5
<PAGE>   6
  Section 10.  Secretary:  The Secretary shall keep accurate minutes of all
meetings of the Stockholders, the Board of Directors and the Executive
Committee, respectively, shall perform all the duties commonly incident to his
office, and shall perform such other duties and have such other powers as the
Board of Directors shall designate from time to time.  In his absence an
Assistant Secretary shall perform his duties.

  Section 11.  Execution of Deeds and Contracts:  The Chairman of the Board,
the President, the Presidents of North American, South American, European and
Asia/Pacific Operations or any Vice President shall have the power to enter
into, sign either manually or through facsimile, execute and deliver in the
name of the Corporation, powers of attorney, contracts, deeds and other
obligations of the Corporation.

  Section 12.  Guarantees:  The giving by the Corporation or any subsidiary of
any guarantee (or other similar obligation) of any other corporation or persons
shall be approved by the Corporation's Board of Directors except that between
meetings of the Board of Directors, the Chairman of the Board, the President or
the Vice President-Finance may approve guarantees of indebtedness not
previously reported to the Board of Directors, up to an aggregate amount of
Five Million Dollars ($5,000,000).

  Section 13.  Delegation of Authority:  The Chairman of the Board, the
President, the Presidents of North American, South American, European and
Asia/Pacific Operations or any Vice President of the Corporation may by written
special power of attorney, attested to by the Secretary or any Assistant
Secretary of the Corporation, delegate the authority to enter into, sign,
execute and deliver deeds and contracts to any other officer, employee or
attorney-in-fact of the Corporation.


                                   ARTICLE V

                                INDEMNIFICATION


  The Corporation shall defend, indemnify and hold harmless any present, past
or future director, officer or employee who acts or acted at the request or
direction of the corporation in a fiduciary capacity for an employee benefit
plan, against all claims, liabilities and expenses actually and reasonably
incurred or imposed on him in connection with any civil, criminal or
administrative action, suit or proceeding, or settlement or compromise thereof,
in which he is made or threatened to be made a party by reason of being or
having been or because of any act or omission as a fiduciary with respect to
any employee benefit





                                       6
<PAGE>   7
plan sponsored by the corporation, or to which the corporation makes
contributions for employees(including without limitation jointly trusteed
Taft-Hartley Funds), except in relation to matters as to which he is finally
adjudged in such action, suit or proceeding, to be liable due to his own gross
negligence, willful misconduct or lack of good faith in the performance of any
obligation, duty or responsibility imposed on him as a plan fiduciary.  The
right to be defended, indemnified, and held harmless herein shall extend to the
estate, executor, administrator, guardian, conservator and heirs of such
director, officers, or employee who himself would have been entitled thereto.
Such rights shall not be deemed exclusive of any other rights to which such
director, officer, or employee may be entitled under any by-law, agreement,
vote of shareholder, or otherwise.

  The Corporation is also authorized to purchase out of corporate assets
insurance on behalf of any director, officer or employee of the corporation who
at the request or direction of the corporation acts or acted as a fiduciary
with respect to any employee benefit plan sponsored by the corporation or to
which the corporation makes contributions for employees, which insures against
any expenses and liability asserted against him and incurred by him in such
capacity or arising out of any acts or omissions in such capacity, whether or
not the corporation would have the power to defend, indemnify and hold him
harmless against such expenses and liability under applicable law.  Notwith-
standing any provision herein to the contrary, the right to be defended,
indemnified and held harmless, set forth in the immediately preceding
paragraph, shall not apply to any liability to the extent the fiduciary is
indemnified, defended, and held harmless under an insurance policy or other
defense, indemnification or hold harmless agreement or provision.

  The aforementioned provisions with respect to defense and indemnification of
any liability insurance for plan fiduciaries shall include without limitation
any director, officer or employee who is found to be a fiduciary under the
Employee Retirement Income Security Act of l974 with respect to the
above-referenced plans notwithstanding the absence of a specific designation of
such person as a plan fiduciary.

  In addition, the corporation shall indemnify against any loss, liability,
damage and expenses:  (i) its employees with respect to their acts or omissions
as employees, and (ii) its directors, officers and employees with respect to
their service on the board of any other company at the request of the
corporation and may by written agreement indemnify any such person or any other
person whom the corporation may indemnify under the Indemnification





                                       7
<PAGE>   8
Provisions of the Virginia Corporation Law as now in effect or as hereafter
amended to the full extent permissible under and consistent with such
provisions.  The right of indemnification provided in this Article shall not be
deemed exclusive of any other rights to which such director, officer, employee
or other person may be entitled, apart from this Article V.


                                   ARTICLE VI

                              VOTING OF STOCK HELD


  The Chairman of the Board, the President, and Executive Vice President or the
Secretary may attend any meeting of the holders of stock or other securities of
any other corporation any of whose stock or securities may be held by this
Corporation, and in the name and on behalf of this Corporation thereat vote or
exercise any or all other powers of this Corporation as the holder of such
stock or other securities of such other corporation.  Unless otherwise provided
by vote of the Board of Directors, the Chairman of the Board, the President,
any Executive Vice President or the Secretary may from time to time appoint any
attorney or attorneys or agent or agents of this Corporation in the name and on
behalf of this Corporation to cast the votes which this Corporation may be
entitled to cast as a stockholder or otherwise at meetings of the holders of
stock or other securities of any such other corporation, and may instruct the
person or persons so appointed as to the manner of casting such votes or acting
upon such matters as may come before the meeting, and may execute or cause to
be executed on behalf of this Corporation and under its corporate seal or
otherwise such written proxies, consents, waivers or other instruments as he
may deem necessary or proper in the premises.


                                  ARTICLE VII

                            LOST STOCK CERTIFICATES


  Any stockholder claiming a certificate of stock to have been lost or
destroyed shall furnish the Corporation with an affidavit as to the facts
relating to such loss or destruction and if such affidavit shall in the opinion
of the Chairman of the Board, the President, any Executive Vice President or
the Secretary of the Corporation be satisfactory, and upon the giving of a bond
without limit as to amount with surety and in form approved by the





                                       8
<PAGE>   9
Chairman of the Board, the President, any Executive Vice President or the
Secretary of the Corporation, to protect the Corporation or any person injured
by the issue of a new certificate from any liability or expense which it or
they may incur by reason of the original certificate remaining outstanding,
shall be entitled to have a new certificate issued in the place of the
certificate alleged to have been lost or destroyed.


                                  ARTICLE VIII

                                      SEAL


  The Board of Directors shall provide a suitable corporate seal, which shall
be kept in the custody of the Secretary, to be used as directed by the Board of
Directors.


                                   ARTICLE IX

                            RESTRICTIONS ON TRANSFER


  To the extent that the Rights Agreement, dated as of July l4, l986, between
the Corporation and Manufacturers Hanover Trust Company, may be deemed to
impose restrictions on the transfer of the securities of the Corporation, such
restrictions on transfer are hereby authorized.





                                       9
