
<PAGE>   1
                                                                     EXHIBIT 3.2















                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                                 AMERIPATH, INC.

                            (A DELAWARE CORPORATION)




<PAGE>   2




                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                 PAGE
                                                                                 ----
<S>                                                                             <C>
ARTICLE 1 CERTIFICATE OF INCORPORATION .......................................   -  1 -
  Section 1.1     Contents ...................................................   -  1 -
  Section 1.2     Certificate in Effect ......................................   -  1 -

ARTICLE 2 MEETINGS OF STOCKHOLDERS ...........................................   -  1 -
  Section 2.1     Place ......................................................   -  1 -
  Section 2.2     Annual Meeting .............................................   -  2 -
  Section 2.3     Special Meetings ...........................................   -  2 -
  Section 2.4     Notice of Meetings .........................................   -  3 -
  Section 2.5     Affidavit of Notice ........................................   -  3 -
  Section 2.6     Quorum .....................................................   -  3 -
  Section 2.7     Voting Requirements ........................................   -  4 -
  Section 2.8     Proxies and Voting .........................................   -  4 -
  Section 2.9     No Stockholder Action Without Meeting ......................   -  4 -
  Section 2.10    Stockholder List ...........................................   -  5 -
  Section 2.11    Record Date ................................................   -  5 -
  Section 2.12    Advance Notice of Stockholder Proposed
                  Business at Annual Meeting..................................   -  6 -

ARTICLE 3 DIRECTORS ..........................................................   -  8 -
  Section 3.1     Number; Election and Term of Office ........................   -  8 -
  Section 3.2     Duties .....................................................   -  9 -
  Section 3.3     Compensation ...............................................   -  9 -
  Section 3.4     Reliance on Books ..........................................   -  9 -
  Section 3.6     Amendments .................................................   - 11 -
  Section 4.1     Place ......................................................   - 12 -
  Section 4.2     Annual Meeting .............................................   - 12 -
  Section 4.3     Regular Meetings ...........................................   - 12 -
  Section 4.4     Special Meetings ...........................................   - 12 -
  Section 4.5     Quorum .....................................................   - 12 -
  Section 4.6     Action Without Meeting .....................................   - 13 -
  Section 4.7     Telephone Meetings .........................................   - 13 -

ARTICLE 5 COMMITTEES OF DIRECTORS ............................................   - 13 -
  Section 5.1     Designation ................................................   - 13 -
  Section 5.2     Records of Meetings ........................................   - 14 -

ARTICLE 6 NOTICES ............................................................   - 15 -
  Section 6.1     Method of Giving Notice ....................................   - 15 -
  Section 6.2     Waiver .....................................................   - 15 -
</TABLE>


                                       i
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<TABLE>
<S>                <C>                                                          <C> 
ARTICLE 7 OFFICERS ...........................................................   - 15 -
  Section 7.1     In General .................................................   - 15 -
  Section 7.2     Annual Appointment .........................................   - 16 -
  Section 7.3     Election of Other Officers .................................   - 16 -
  Section 7.4     Salaries ...................................................   - 16 -
  Section 7.5     Term of Office .............................................   - 16 -
  Section 7.6     Duties of Chairman of the Board, Chief
                  Executive Officer, Chief Operating
                  Officer, Chief Financial Officer,
                  Medical Director and President .............................   - 16 -
  Section 7.7     The Chairman of the Board of Directors .....................   - 16 -
  Section 7.8     The Chief Executive Officer ................................   - 17 -
  Section 7.9     The President ..............................................   - 17 -
  Section 7.10    The Chief Operating Officer ................................   - 18 -
  Section 7.11    The Chief Financial Officer ................................   - 18 -
  Section 7.12    The Medical Director .......................................   - 18 -
  Section 7.13    Duties of Vice-President ...................................   - 19 -
  Section 7.14    Duties of Secretary ........................................   - 19 -
  Section 7.15    Duties of Assistant Secretary ..............................   - 19 -
  Section 7.16    Duties of Treasurer ........................................   - 20 -
  Section 7.17    Duties of Assistant Treasurer ..............................   - 20 -

ARTICLE 8 RESIGNATIONS, REMOVALS AND VACANCIES ...............................   - 21 -
  Section 8.1     Directors ..................................................   - 21 -
                  Resignations ...............................................   - 21 -
                  Removals ...................................................   - 21 -
                  Vacancies ..................................................   - 21 -
  Section 8.2     Officers ...................................................   - 21 -
  Section 8.3     Amendments .................................................   - 22 -

ARTICLE 9 CERTIFICATE OF STOCK ...............................................   - 22 -
  Section 9.1     Issuance of Stock ..........................................   - 22 -
  Section 9.2     Right to Certificate; Form .................................   - 22 -
  Section 9.3     Facsimile Signature ........................................   - 23 -
  Section 9.4     Lost Certificates ..........................................   - 23 -
  Section 9.5     Transfer of Stock ..........................................   - 24 -
  Section 9.6     Registered Stockholders ....................................   - 24 -

ARTICLE 10 INDEMNIFICATION ...................................................   - 24 -
  Section 10.1    Third Party Actions ........................................   - 24 -
  Section 10.2    Derivative Actions .........................................   - 25 -
  Section 10.3    Expenses ...................................................   - 26 -
  Section 10.4    Authorization ..............................................   - 26 -
  Section 10.5    Advance Payment of Expenses ................................   - 26 -
  Section 10.6    Non-Exclusiveness ..........................................   - 27 -

</TABLE>


                                       ii
<PAGE>   4
<TABLE>
<S>                <C>                                                          <C> 
  Section 10.7    Insurance ..................................................   - 27 -
  Section 10.8    Constituent Corporations ...................................   - 27 -
  Section 10.9    Additional Indemnification .................................   - 28 -

ARTICLE 11 EXECUTION OF PAPERS ...............................................   - 28 -

ARTICLE 12 FISCAL YEAR .......................................................   - 28 -

ARTICLE 13 SEAL ..............................................................   - 29 -

ARTICLE 14 OFFICES ...........................................................   - 29 -

ARTICLE 15 AMENDMENTS ........................................................   - 29 -


</TABLE>


                                       iii


<PAGE>   5

                                 AMERIPATH, INC.

                                     BYLAWS


                                    ARTICLE 1

                          CERTIFICATE OF INCORPORATION

         Section 1.1 CONTENTS. The name, location of principal office and
purposes of the Corporation shall be as set forth in its Certificate of
Incorporation. These Bylaws, the powers of the Corporation and of its Directors
and stockholders, and all matters concerning the conduct and regulation of the
business of the Corporation shall be subject to such provisions in regard
thereto, if any, as are set forth in said Certificate of Incorporation. The
Certificate of Incorporation is hereby made a part of these Bylaws.

         Section 1.2 CERTIFICATE IN EFFECT. All references in these Bylaws to
the Certificate of Incorporation shall be construed to mean the Certificate of
Incorporation of the Corporation as from time to time amended, including (unless
the context shall otherwise require) all certificates and any agreement of
consolidation or merger filed pursuant to the Delaware General Corporation Law,
as amended.

                                    ARTICLE 2

                            MEETINGS OF STOCKHOLDERS

         Section 2.1 PLACE. All meetings of the stockholders may be held at such
place either within or without the State of Delaware as shall be designated from
time to time by the Board of Directors, the Chairman of the Board of Directors
or the President and stated in the notice of the meeting or in any duly executed
waiver of notice thereof.


<PAGE>   6



         Section 2.2 ANNUAL MEETING. Annual meetings of stockholders, shall be
held on the second Tuesday of April in each year, if not a legal holiday, and,
if a legal holiday, then on the next secular day following, at 10:00 A.M., or at
such other date and time as shall be designated from time to time by the Board
of Directors, the Chairman of the Board of Directors or the President and stated
in the notice of the meeting. If such annual meeting has not been held on the
day herein provided therefor, a special meeting of the stockholders in lieu of
the annual meeting may be held, and any business transacted or elections held at
such special meeting shall have the same effect as if transacted or held at the
annual meeting, and in such case all references in these Bylaws, except in this
Section 2.2, to the annual meeting of the stockholders shall be deemed to refer
to such special meeting.

         Section 2.3 SPECIAL MEETINGS. Except as otherwise required by law and
subject to the rights of the holders of the Preferred Stock, special meetings of
stockholders of the Corporation may be called only by (i) the Board of Directors
pursuant to a resolution approved by a majority of the entire Board, (ii) the
Corporation's President or (iii) the Chairman of the Board of the Corporation.
Special meetings of the stockholders may be held at such time and date, and at
such place as shall be designated by the Board of Directors and set forth in the
notice of meeting required pursuant to Section 2.4. Notwithstanding anything
contained in these Bylaws to the contrary, this Section 2.3 shall not be
altered, amended or repealed except by an affirmative vote of the holders of at
least eighty percent (80%) of the combined voting power of the outstanding
shares of all capital stock entitled to vote for the election of directors. Only
such business as is set forth in the notice of a special meeting may be
transacted at such Special Meeting.

                                      - 2 -

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         Section 2.4 NOTICE OF MEETINGS. A written notice of all meetings of
stockholders stating the place, date and hour of the meeting and, in the case of
a special meeting, the purpose or purposes for which the special meeting is
called, shall be given to each stockholder entitled to vote at such meeting.
Except as otherwise provided by law, such notice shall be given not less than
ten nor more than sixty days before the date of the meeting. Business transacted
at any special meeting of stockholders shall be limited to the purposes stated
in the notice.

         Section 2.5 AFFIDAVIT OF NOTICE. An affidavit of the Secretary or an
Assistant Secretary or the transfer agent of the Corporation that notice of a
stockholders meeting has been given shall, in the absence of fraud, be prima
facie evidence of the facts stated therein.

         Section 2.6 QUORUM. The holders of a majority 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 provided by statute or by the
Certificate of Incorporation. If, however, such quorum shall not be present or
represented by proxy at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by proxy, shall have
power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, except as hereinafter provided, until a quorum
shall be present or represented. At such adjourned meeting at which a quorum
shall be present or represented any business may be transacted which might have
been transacted at the original meeting. If the adjournment is for more than
thirty days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.

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         Section 2.7 VOTING REQUIREMENTS. When a quorum is present at any
meeting, the vote of the holders of a majority of the stock having voting power
present in person or represented by proxy shall decide any question brought
before such meeting, unless the question is one upon which by express provision
of any applicable statute or of the Certificate of Incorporation, a different
vote is required in which case such express provision shall govern and control
the decision of such question.

         Section 2.8 PROXIES AND VOTING. Unless otherwise provided in the
Certificate of Incorporation, each stockholder shall at every meeting of the
stockholders be entitled to one vote in person or by proxy for each share of the
capital stock having voting power held by such stockholder, but no proxy shall
be voted on after three years from its date, unless the proxy provides for a
longer period. Persons holding stock in a fiduciary capacity shall be entitled
to vote the shares so held, and persons whose stock is pledged shall be entitled
to vote the pledged shares, unless in the transfer by the pledgor on the books
of the Corporation he shall have expressly empowered the pledgee to vote said
shares, in which case only the pledgee, or his proxy, may represent and vote
such shares. Shares of the capital stock of the Corporation owned by the
Corporation shall not be voted, directly or indirectly.

         Section 2.9 NO STOCKHOLDER ACTION WITHOUT MEETING. Any action required
or permitted to be taken by the stockholders of the Corporation shall be taken
at a duly called annual or special meeting of such holders and may not be taken
by any consent in writing by such holders. Notwithstanding anything contained in
these Bylaws to the contrary, this Section 2.9 shall not be altered, amended or
repealed except by an affirmative vote of the holders of at

                                      - 4 -

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least eighty percent (80%) of the combined voting power of the outstanding
shares of all capital stock entitled to vote for the election of directors.

         Section 2.10 STOCKHOLDER LIST. The officer who has charge of the stock
ledger 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. The original or duplicate stock ledger shall be the only evidence as to
who are the stockholders entitled to examine such list, the stock ledger or the
books of the Corporation, or to vote in person or by proxy at any meeting of
stockholders.

         Section 2.11 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 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 nor less than ten days before the date of
such meeting, nor more than

                                      - 5 -

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sixty days prior to any other action. A determination of stockholders of record
entitled to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of Directors may
fix a new record date for the adjourned meeting. If no record date is fixed by
the Board of Directors:

                  (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.

                  (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 thereto.

         Section 2.12 ADVANCE NOTICE OF STOCKHOLDER PROPOSED BUSINESS AT ANNUAL
MEETING. At an annual meeting of the stockholders, only such business shall be
conducted as shall have been properly brought before the meeting. To be properly
brought before an annual meeting, business must be either (a) specified in the
notice of meeting (or any supplement thereto) given by or at the direction of
the Board of Directors, (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 a stockholder. In addition to any other applicable
requirements, for business to be properly brought before an annual meeting by a
stockholder, the stockholder must have given timely notice



                                      - 6 -

<PAGE>   11



thereof in writing to the Secretary of the Corporation. To be timely, a
stockholder's notice must be delivered to or mailed and received at the
principal executive offices of the Corporation, not less than 120 days nor more
than 150 days prior to the first anniversary of the date of the Corporation's
notice of annual meeting provided with respect to the previous year's annual
meeting; provided, that if no annual meeting was held in the previous year or
the date of the annual meeting has been changed to be more than 30 calendar days
earlier than or 60 calendar days after such anniversary, notice by the
stockholder, to be timely, must be so received not more than 90 days nor later
than the later of (i) 60 days prior to the annual meeting or (ii) the close of
business on the 10th day following the day on which such notice of the date of
the annual meeting was mailed or such public disclosure was made, whichever
first occurs. A stockholder's notice to the Secretary shall set forth as to each
matter the stockholder proposes to bring before the annual meeting (i) a brief
description of the business desired to be brought before the annual meeting and
the reasons for conducting such business at the annual meeting, (ii) the name
and record address of the stockholder proposing such business, (iii) the class
and number of shares of the Corporation which are beneficially owned by the
stockholder, and (iv) any material interest of the stockholder in such business.

         Notwithstanding anything in the Bylaws to the contrary, no business
shall be conducted at the annual meeting except in accordance with the
procedures set forth in this Section 12; provided, however, that nothing in this
Section 12 shall be deemed to preclude discussion by any stockholder of any
business properly brought before the annual meeting in accordance with said
procedure.

                                      - 7 -

<PAGE>   12



         The Chairman of an annual meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting in accordance with the provisions of this Section 12, and if
he should so determine, he shall so declare to the meeting and any such business
not properly brought before the meeting shall not be transacted.

         Notwithstanding anything contained in the Bylaws to the contrary, this
Section 12 shall not be altered, amended or repealed except by an affirmative
vote of the holders of at least eighty percent (80%) of the combined voting
power of the outstanding shares of all capital stock entitled to vote for the
election of directors.

                                    ARTICLE 3

                                   DIRECTORS

         Section 3.1 NUMBER; ELECTION AND TERM OF OFFICE. The Corporation's
Board shall consist of not less than three nor more than twelve members, with
the exact number to be fixed from time to time in accordance with a resolution
adopted by a majority of the entire Board. No decrease in the number of
directors shall have the effect of shortening the term of any incumbent
director. The Board shall be divided into three classes. The number of directors
elected to each class shall be as nearly equal in number as possible. Each
director in the first class shall be elected to an initial term expiring at the
next ensuing annual meeting of stockholders, each director in the second class
shall be elected to an initial term expiring at the annual meeting of
stockholders held one year thereafter and each director in the third class shall
be elected to an initial term expiring at the annual meeting of stockholders
held one year thereafter, in each case until his or her successor is duly
elected and qualified or until his or her earlier resignation, death,

                                      - 8 -

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incapacity or removal from office. Upon the expiration of the initial terms of
office for each class of directors, the successor directors of each class shall
be elected for a full term of three years, to serve until their successors are
duly elected and qualified or until their earlier resignation, death, incapacity
or removal from office. The Board shall apportion any increase or decrease in
the number of directors among the classes as nearly equal in number as possible.

         Section 3.2 DUTIES. The business of the Corporation shall be managed by
or under the direction of its Board of Directors which may exercise all such
powers of the Corporation and do all such lawful acts and things as are not by
statute or by the Certificate of Incorporation or by these Bylaws directed or
required to be exercised or done by the stockholders.

         Section 3.3 COMPENSATION. Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, the Board of Directors shall have
the authority to fix the compensation of Directors. The Directors may be paid
their expenses, if any, of attendance at each meeting of the Board of Directors
and may be paid a fixed sum for attendance at each meeting of the Board of
Directors or a stated salary as Directors. No such payment shall preclude any
Director from serving the Corporation in any other capacity and receiving
compensation therefor. Members of special or standing committees may be allowed
like compensation for attending committee meetings.

         Section 3.4 RELIANCE ON BOOKS. A member of the Board of Directors or a
member of any committee designated by the Board of Directors shall, in the
performance of his duties, be fully protected in relying in good faith upon the
books of account or reports made to the Corporation by any of its officers, or
by an independent certified public accountant, or by an

                                      - 9 -

<PAGE>   14



appraiser selected with reasonable care by the Board of Directors or by any
committee, or in relying in good faith upon other records of the Corporation.

         Section 3.5 STOCKHOLDER NOMINATIONS FOR DIRECTOR CANDIDATES. Only
persons who are nominated in accordance with the following procedures shall be
eligible for election as directors. Nominations of persons for election to the
Board of Directors of the Corporation may be made at a meeting of stockholders
by or at the direction of the Board of Directors by any nominating committee or
person appointed by the Board of Directors or by any stockholder of the
Corporation entitled to vote for the election of directors at the meeting who
complies with the notice procedures set forth in this Section 3.5. Such
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. To be timely, a stockholder's notice shall be delivered to
or mailed and received at the principal executive offices of the Corporation,
not less than 120 days nor more than 150 days prior to the first anniversary of
the date of the Corporation's notice of annual meeting provided with respect to
the previous year's annual meeting; provided, that if no annual meeting was held
in the previous year or the date of the annual meeting has been changed to be
more than 30 calendar days earlier than or 60 calendar days after such
anniversary, notice by the stockholder, to be timely, must be so received not
more than 90 days nor later than the later of (i) 60 days prior to the annual
meeting or (ii) the close of business on the 10th day following the day on which
such notice of the date of the annual meeting was mailed or such public
disclosure was made, whichever first occurs. Such stockholder's notice to the
Secretary shall set forth (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 the person,

                                     - 10 -

<PAGE>   15



(ii) the principal occupation or employment of the persons, (iii) the class and
number of shares of capital stock of the Corporation which are beneficially
owned by the person, (iv) the consent of each nominee to serve as a director of
the Corporation if so elected, and (v) any other information relating to the
person that is required to be disclosed in solicitations for proxies for
election of directors pursuant to Rule 14a under the Securities Exchange Act of
1934, as amended; and (b) as to the stockholder giving the notice, (i) the name
and record address of that stockholder, and (ii) the class and number of shares
of capital stock of the Corporation which are beneficially owned by the
stockholder. The Corporation may require any proposed nominee to furnish such
other information as may reasonably be required by the Corporation to determine
the eligibility of such proposed nominee to serve as director of the
Corporation. No person shall be eligible for election as a director of the
Corporation unless nominated in accordance with the procedures set forth herein.

         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
foregoing procedure, and if he should so determine, he shall so declare to the
meeting and the defective nomination shall be disregarded.

         Section 3.6 AMENDMENTS. Notwithstanding anything contained in the
Bylaws to the contrary, this Article 3 shall not be altered, amended or repealed
except by an affirmative vote of the holders of at least eighty percent (80%) of
the combined voting power of the outstanding shares of all capital stock
entitled to vote for the election of directors.

                                     - 11 -

<PAGE>   16



                                    ARTICLE 4

                       MEETINGS OF THE BOARD OF DIRECTORS

         Section 4.1 PLACE. The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of
Delaware.

         Section 4.2 ANNUAL MEETING. The first meeting of each newly elected
Board of Directors shall be held immediately following the annual meeting of
stockholders or any special meeting held in lieu thereof, and no notice of such
meeting shall be necessary to the newly elected Directors in order legally to
constitute the meeting.

         Section 4.3 REGULAR MEETINGS. Regular meetings of the Board of
Directors may be held without notice at such time and at such place as shall
from time to time be determined by the Board.

         Section 4.4 SPECIAL MEETINGS. Special meetings of the Board may be
called by the President on two days' notice to each Director either personally
or by mail or by telegram; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of two
Directors unless the Board consists of only one Director, in which case special
meetings shall be called by the President or Secretary in like manner and on
like notice on the written request of the sole Director.

         Section 4.5 QUORUM. At all meetings of the Board a majority of the
Directors then in office shall constitute a quorum for the transaction of
business and the act of a majority of the Directors present at any meeting at
which there is a quorum shall be the act of the Board of Directors, except as
may be otherwise specifically provided by statute or by the Certificate of
Incorporation. If a quorum shall not be present at any meeting of the Board of
Directors, the

                                     - 12 -

<PAGE>   17



Directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

         Section 4.6 ACTION WITHOUT 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 members of the Board or committee, as the
case may be, consent thereto in writing, and the writing or writings are filed
with the minutes of proceedings of the Board or committee.

         Section 4.7 TELEPHONE MEETINGS. Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, members of the Board of Directors,
or any committee designated by the Board of Directors, may participate in a
meeting of the Board of Directors, or any committee, by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and such participation in a
meeting shall constitute presence in person at the meeting.

                                    ARTICLE 5

                             COMMITTEES OF DIRECTORS

         Section 5.1 DESIGNATION.

               (a)   The Board of Directors may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee to
consist of one or more of the Directors of the Corporation. The Board may
designate one or more Directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee.

                                     - 13 -

<PAGE>   18



               (b)    In the absence or disqualification of a member of a
committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute 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.

               (c)    Any such committee, to the extent provided in the
resolution of the Board of Directors designating the committee, shall have and
may exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the corporation, and may authorize the
seal of the Corporation to be affixed to all papers which may require it; but no
such committee shall have the power or authority in reference to amending the
Certificate of Incorporation, adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of all or
substantially all of the Corporation's property and assets, recommending to the
stockholders a dissolution of the Corporation or a revocation of a dissolution,
or amending the By-Laws of the Corporation; and, unless the resolution or the
Certificate of Incorporation expressly so provide, no such committee shall have
the power or authority to declare a dividend or to authorize the issuance of
stock. Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the Board of Directors.

         Section 5.2 RECORDS OF MEETINGS. Each committee shall keep regular
minutes of its meetings and report the same to the Board of Directors when
required.

                                     - 14 -

<PAGE>   19



                                    ARTICLE 6

                                     NOTICES

         Section 6.1 METHOD OF GIVING NOTICE. Whenever, under any provision of
the law or of the Certificate of Incorporation or of these Bylaws, notice is
required to be given to any Director or stockholder, such notice shall be given
in writing by the Secretary or the person or persons calling the meeting by
leaving such notice with such Director or stockholder at his residence or usual
place of business or by mailing it addressed to such Director or stockholder, at
his 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. Notice to Directors may
also be given by telegram.

         Section 6.2 WAIVER. Whenever any notice is required to be given under
any provision of law or of the Certificate of Incorporation or of these Bylaws,
a waiver thereof in writing, signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall be deemed
equivalent thereto. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends the 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.
                                    ARTICLE 7

                                    OFFICERS

         Section 7.1 IN GENERAL. The officers of the Corporation shall be chosen
by the Board of Directors and shall include a President, a Secretary and a
Treasurer. The Board of Directors may also choose a Chairman of the Board, a
Chief Executive Officer, a Chief Financial Officer,

                                     - 15 -

<PAGE>   20



a Chief Operating Officer, a Medical Director and one or more Vice Presidents,
Executive Vice Presidents, Assistant Secretaries and Assistant Treasurers. Any
number of offices may be held by the same person, unless the Certificate of
Incorporation or these By-Laws otherwise provide.

         Section 7.2 ANNUAL APPOINTMENT. The Board of Directors at its first
meeting after each annual meeting of stockholders shall choose a President, a
Secretary and a Treasurer.

         Section 7.3 ELECTION OF OTHER OFFICERS. The Board of Directors may
appoint such other officers and agents as it shall deem appropriate who shall
hold their offices for such terms and shall exercise such powers and perform
such duties as shall be determined from time to time by the Board.

         Section 7.4 SALARIES. The salaries of all officers and agents of the
Corporation may be fixed by the Board of Directors.

         Section 7.5 TERM OF OFFICE. The officers of the Corporation shall hold
office until their successors are chosen and qualify or until their earlier
resignation or removal. Any officer elected or appointed by the Board of
Directors may be removed at any time in the manner specified in Section 8.2.

         Section 7.6 DUTIES OF CHAIRMAN OF THE BOARD, CHIEF EXECUTIVE OFFICER,
CHIEF OPERATING OFFICER, CHIEF FINANCIAL OFFICER, MEDICAL DIRECTOR AND
PRESIDENT. The following officers of the Corporation, to the extent appointed by
the Board of Directors in accordance with these By-Laws, shall have and may
exercise the following respective duties and powers:

         Section 7.7 THE CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman of the
Board of Directors (the "Chairman"), if any, shall make his counsel available to
the other officers of the Corporation, shall be authorized to sign stock
certificates on behalf of the Corporation and shall

                                     - 16 -

<PAGE>   21



preside at all meetings of the Directors at which he is present, and, in the
absence of the Chief Executive Officer, shall preside at all meetings of the
stockholders, and shall also have such other or further duties and powers as may
from time to time be conferred upon him by the Board of Directors.

         Section 7.8 THE CHIEF EXECUTIVE OFFICER. The Chief Executive Officer of
the Corporation shall be the principal executive officer of the corporation,
with general executive powers and duties regarding the Corporation. The Chief
Executive Officer shall preside at all meetings of stockholders and, if he is a
Director, at all meetings of the Board of Directors if there shall be no
Chairman or in the absence of the Chairman, and shall see that all orders and
resolutions of the Board of Directors are carried into effect. The Chief
Executive Officer shall also have and may exercise such other or further duties
and powers as may from time to time be conferred upon, or assigned to, him by
the Board of Directors. Absent a Board of Director resolution to the contrary,
the President shall be the Chief Executive Officer of the Corporation.

         Section 7.9 THE PRESIDENT. The President shall be the chief
administrative officer of the Corporation and shall have powers and duties
consistent with such position. The President shall execute bonds, mortgages,
loans 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. The
President shall also have and may exercise such other or further duties and
powers as may from time to time be conferred upon, or assigned to, him by the
Chief Executive Officer, if any, or the Board of Directors.

                                     - 17 -

<PAGE>   22



Absent a Board of Director resolution to the contrary, the President shall be
the Chief Executive Officer, Chief Operating Officer of the Corporation.

         Section 7.10 THE CHIEF OPERATING OFFICER. The Chief Operating Officer
of the Corporation shall be the principal officer responsible for the operations
of the Corporation, and shall have general and active management of the
day-to-day business, operations and affairs of the Corporation. The Chief
Operating Officer shall also have and may exercise such other or further duties
and powers as may from time to time be conferred upon, or assigned to, him by
the Chief Executive Officer, if any, or the Board of Directors. Absent a Board
of Director resolution to the contrary, the President shall be the Chief
Operating Officer of the Corporation.

         Section 7.11 THE CHIEF FINANCIAL OFFICER. The Chief Financial Officer
of the Corporation shall be the principal officer responsible for the financial
and accounting systems of the Corporation, and shall have general and active
responsibility of the day-to-day financial systems and controls of the
Corporation. The Chief Financial Officer shall also have and may exercise such
other or further duties and powers as may from time to time be conferred upon,
or assigned to, him by the Chief Executive Officer, if any, or the Board of
Directors.

         Section 7.12 THE MEDICAL DIRECTOR. The Medical Director of the
Corporation shall be the principal officer of the Corporation responsible for
the medical and health care aspects of the Corporation, and shall have general
and active responsibility with respect to all medical and health care decisions
of the Corporation. The Medical Director shall also have and may exercise such
other or further duties and powers as may from time to time be conferred upon,
or assigned to, him by the Chief Executive Officer, if any, or the Board of
Directors.

                                     - 18 -

<PAGE>   23



         Section 7.13 DUTIES OF VICE-PRESIDENT. In the absence of the President
or in the event of his inability or refusal to act, the Vice-President (or in
the event there be more than one Vice- President, the Vice-Presidents in the
order designated by the Directors, or in the absence of any designation, then in
the order of their election) shall perform the duties of the President not
otherwise conferred upon the Chairman of the Board, if any, and when so acting,
shall have all the powers of and be subject to all the restrictions upon the
President. The Vice-Presidents shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.

         Section 7.14 DUTIES OF SECRETARY. The Secretary shall attend all
meetings of the Board of Directors and all meetings of the stockholders and
record all the proceedings of the meetings of the Corporation and of the Board
of Directors in a book to be kept for that purpose and shall perform like duties
for the standing committees when required. He shall give, or cause to be given,
notice of all meetings of the stockholders and special meetings of the Board of
Directors, except as otherwise provided in these By-Laws, and shall perform such
other duties as may be prescribed by the Board of Directors or President, under
whose supervision he shall be. He shall have charge of the stock ledger (which
may, however, be kept by any transfer agent or agents of the Corporation under
his direction) and of the corporate seal of the Corporation.

         Section 7.15 DUTIES OF ASSISTANT SECRETARY. The Assistant Secretary, or
if there be more than one, the Assistant Secretaries in the order determined by
the Board of Directors (or if there be no such determination, then in the order
of their election) shall, in the absence of the Secretary or in the event of his
inability or refusal to act, perform the duties and exercise the

                                     - 19 -

<PAGE>   24



powers of the Secretary and shall perform such other duties and have such other
powers as the Board of Directors may from time to time prescribe.

         Section 7.16 DUTIES OF TREASURER. The Treasurer shall have the custody
of the corporate funds and securities and shall keep full and accurate accounts
of receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board of
Directors. The Treasurer shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all of his transactions as Treasurer and of the financial condition of the
Corporation. If required by the Board of Directors, he shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of this office and for the restoration to the Corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the Corporation.

         Section 7.17 DUTIES OF ASSISTANT TREASURER. The Assistant Treasurer, or
if there shall be more than one, the Assistant Treasurers in the order
determined by the Board of Directors (or if there be no such determination, then
in the order of their election), shall, in the absence of the Treasurer or in
the event of his inability or refusal to act, perform the duties and exercise
the powers of the Treasurer and shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.

                                     - 20 -

<PAGE>   25



                                    ARTICLE 8

                      RESIGNATIONS, REMOVALS AND VACANCIES

         Section 8.1 DIRECTORS.

               (a)   Resignations. Any Director may resign at any time by
giving written notice to the Board of Directors or the President or the
Secretary. Such resignation shall take effect at the time specified therein; and
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.

               (b)   REMOVALS. Subject to any provisions of the Certificate of
Incorporation, the holders of stock entitled to vote for the election of
Directors may, at any meeting called for the purpose, by vote of a majority of
the shares of such stock outstanding, remove any Director or the entire Board of
Directors with or without cause and fill any vacancies thereby created. This
Section 8.1(b) may not be altered, amended or repealed except by the holders of
a majority of the shares of stock issued and outstanding and entitled to vote
for the election of the Directors.

               (c)   VACANCIES. Vacancies occurring in the office of Director
and newly created Directorships resulting from any increase in the authorized
number of Directors shall be filled by a majority of the Directors then in
office, though less than a quorum, unless previously filled by the stockholders
entitled to vote for the election of Directors, and the Directors so chosen
shall hold office subject to the Bylaws until the next annual election and until
their successors are duly elected and qualify or until their earlier resignation
or removal. If there are no Directors in office, then an election of Directors
may be held in the manner provided by statute.

                                     - 21 -

<PAGE>   26



         Section 8.2 OFFICERS. Any officer may resign at any time by giving
written notice to the Board of Directors or the President or the Secretary. Such
resignation shall take effect at the time specified therein; and unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective. The Board of Directors may, at any meeting
called for the purpose, by vote of a majority of their entire number, remove
from office any officer of the Corporation or any member of a committee, with or
without cause. Any vacancy occurring in the office of President, Secretary or
Treasurer shall be filled by the Board of Directors and the officers so chosen
shall hold office subject to the By-Laws for the unexpired term in respect of
which the vacancy occurred and until their successors shall be elected and
qualify or until their earlier resignation or removal.

         Section 8.3 AMENDMENTS. Notwithstanding anything contained in the
Bylaws to the contrary, this Article VIII shall not be altered, amended or
repealed except by an affirmative vote of the holders of at least eighty percent
(80%) of the combined voting power of the outstanding shares of all capital
stock entitled to vote for the election of directors.

                                    ARTICLE 9

                              CERTIFICATE OF STOCK

         Section 9.1 ISSUANCE OF STOCK. The Directors may, at any time and from
time to time, if all of the shares of capital stock which the Corporation is
authorized by its Certificate of Incorporation to issue have not been issued,
subscribed for, or otherwise committed to be issued, issue or take subscriptions
for additional shares of its capital stock up to the amount authorized in its
Certificate of Incorporation. Such stock shall be issued and the consideration
paid therefor in the manner prescribed by law.

                                     - 22 -

<PAGE>   27



         Section 9.2 RIGHT TO CERTIFICATE; FORM. Every holder of stock in the
Corporation shall be entitled to have a certificate, signed by, or in the name
of the Corporation by, the Chairman of the Board, the President or a
Vice-President and the Treasurer or an Assistant Treasurer, or the Secretary or
an Assistant Secretary of the Corporation, certifying the number of shares owned
by him in the Corporation; provided that the Directors may provide by one or
more resolutions that some or all of any or all classes or series of the
Corporation's stock shall be uncertified shares. Certificates may be issued for
partly paid shares and in such case upon the face or back of the certificates
issued to represent any such partly paid shares, the total amount of the
consideration to be paid therefor, and the amount paid thereon shall be
specified.

         Section 9.3 FACSIMILE SIGNATURE. Any of or all the signatures on the
certificate may be facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if he were such officer, transfer agent or registrar at the date of issue.

         Section 9.4 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 his 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

                                     - 23 -

<PAGE>   28



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.

         Section 9.5 TRANSFER OF STOCK. Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignation or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.

         Section 9.6 REGISTERED STOCKHOLDERS. The Corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the
owner of shares to receive dividends, and to vote as such owner, and to hold
liable for calls and assessments a person registered on its books as the owner
of shares, and shall not be bound to recognize any equitable or other claim to
or interest in such share or shares on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise provided
by the laws of Delaware.

                                   ARTICLE 10

                                 INDEMNIFICATION

         Section 10.1 THIRD PARTY ACTIONS. The Corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Corporation) by reason of the fact that he is or was a Director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorney's fees), judgments, fines

                                     - 24 -

<PAGE>   29



and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

         Section 10.2 DERIVATIVE ACTIONS. The Corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that he is
or was a Director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Corporation unless and only to
the extent that the Court of Chancery or the court in which such action or suit
was brought shall determine upon application that, despite the adjudication of

                                     - 25 -

<PAGE>   30



liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.

         Section 10.3 EXPENSES. To the extent that a Director, officer, employee
or agent of the Corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in Sections 10.1 and 10.2,
or in defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith.

         Section 10.4 AUTHORIZATION. Any indemnification under Sections 10.1 and
10.2 (unless ordered by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification of the
Director, officer, employee or agent is proper in the circumstances because he
has met the applicable standard of conduct set forth in Sections 10.1 and 10.2.
Such determination shall be made (a) by the Board of Directors by a majority
vote of a quorum consisting of Directors who were not parties to such action,
suit or proceeding, or (b) if such a quorum is not obtainable, or, even if
obtainable a quorum of disinterested Directors so directs, by independent legal
counsel in a written opinion, or (c) by the stockholders.

         Section 10.5 ADVANCE PAYMENT OF EXPENSES. Expenses incurred by an
officer or Director in defending a civil or criminal action, suit or proceeding
may be paid by the Corporation in advance of the final disposition of such
action, suit or proceeding as authorized by the Board of Directors in the
specific case upon receipt of an undertaking by or on behalf of such officer or
Director to repay such amount unless it shall ultimately be determined that he
is entitled to be indemnified by the Corporation as authorized in this Article
10. Such expenses

                                     - 26 -

<PAGE>   31



incurred by other employees and agents may be so paid upon such terms and
conditions, if any, as the Board of Directors deems appropriate.

         Section 10.6 NON-EXCLUSIVENESS. The indemnification provided by this
Article 10 shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any by-law, agreement, vote of
stockholders or disinterested Directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a Director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

         Section 10.7 INSURANCE. The Corporation shall have power to purchase
and maintain insurance on behalf of any person who is or was a Director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the Corporation would have the
power to indemnify him against such liability under the provisions of this
Article 10.

         Section 10.8 CONSTITUENT CORPORATIONS. The Corporation shall have power
to indemnify any person who is or was a director, officer, employee or agent of
a constituent corporation absorbed in a consolidation or merger with this
Corporation or is or was serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, in the same manner as hereinabove
provided for any person who is or was a Director, officer, employee or agent of
the Corporation, or is or

                                     - 27 -

<PAGE>   32



was serving at the request of the Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise.

         Section 10.9 ADDITIONAL INDEMNIFICATION. In addition to the foregoing
provisions of this Article 10, the Corporation shall have the power, to the full
extent provided by law, to indemnify any person for any act or omission of such
person against all loss, cost, damage and expense (including attorney's fees) if
such person is determined (in the manner prescribed in Section 10.4 hereof) to
have acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interest of the Corporation.

                                   ARTICLE 11

                               EXECUTION OF PAPERS

         Except as otherwise provided in these Bylaws or as the Board of
Directors may generally or in particular cases otherwise determine, all deeds,
leases, transfers, contracts, bonds, notes, checks, drafts and other instruments
authorized to be executed on behalf of the Corporation shall be executed by the
Chief Executive Officer, Chief Operating Officer, Chief Financial Officer,
President, Secretary or Treasurer.

                                   ARTICLE 12

                                   FISCAL YEAR

         The fiscal year of the Corporation shall be fixed by resolution of the
Board of Directors.

                                     - 28 -

<PAGE>   33



                                   ARTICLE 13

                                      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.

                                   ARTICLE 14

                                     OFFICES

         In addition to its principal office, the Corporation may have offices
at such other places both within and without the State of Delaware as the Board
of Directors may from time to time determine or the business of the Corporation
may require.

                                   ARTICLE 15

                                   AMENDMENTS

         The Board shall have the power to adopt, amend or repeal the Bylaws or
any part hereof. Certain provisions of the Bylaws, as stated herein, may not be
altered, amended or repealed except by an affirmative vote of the holders of at
least eighty percent (80%) of the combined voting power of the outstanding
shares of all capital stock entitled to vote for the election of directors.
Except for such provisions requiring an eighty percent (80%) vote to alter,
amend or repeal, the Bylaws may be altered, amended or repealed, and new bylaws
may be adopted, by the stockholders upon the affirmative vote of at least a
majority of the outstanding shares of capital stock of the Corporation entitled
to vote at a stockholders' meeting duly called for such purpose. Notwithstanding
anything contained in these Bylaws to the contrary, this Article 15 shall not be
altered, amended or repealed except by an affirmative vote of the holders of at
least eighty

                                     - 29 -

<PAGE>   34


percent (80%) of the combined voting power of the outstanding shares of all
capital stock entitled to vote for the election of directors.


                                     - 30 -



