
<PAGE>   1


                                                                     Exhibit 3.7





                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                             A. H. BELO CORPORATION

                            (A Delaware Corporation)





                                                    Effective February 22, 1995
<PAGE>   2
                                     INDEX
                                       TO
                                   BYLAWS OF
                             A. H. BELO CORPORATION



<TABLE>
<CAPTION>
                                                                                                     Page
                                                                                                     ----
<S>                                                                                                   <C>
ARTICLE I - OFFICES
            Section  1.     Registered Office . . . . . . . . . . . . . . . . . . . . . . . .          1
            Section  2.     Other Offices . . . . . . . . . . . . . . . . . . . . . . . . . .          1

ARTICLE II - MEETINGS OF THE STOCKHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . .          1
            Section  1.     Place of Meetings . . . . . . . . . . . . . . . . . . . . . . . .          1
            Section  2.     Annual Meeting  . . . . . . . . . . . . . . . . . . . . . . . . .          1
            Section  3.     Special Meeting . . . . . . . . . . . . . . . . . . . . . . . . .          2
            Section  4.     Notice of Annual or Special
                              Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . .          2
            Section  5.     Business at Special Meeting . . . . . . . . . . . . . . . . . . .          2
            Section  6.     Quorum of Stockholders  . . . . . . . . . . . . . . . . . . . . .          2
            Section  7.     Act of Stockholders' Meeting  . . . . . . . . . . . . . . . . . .          3
            Section  8.     Voting of Shares  . . . . . . . . . . . . . . . . . . . . . . . .          3
            Section  9.     Proxies . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          3
            Section 10.     Voting List . . . . . . . . . . . . . . . . . . . . . . . . . . .          4
            Section 11.     Order of Business . . . . . . . . . . . . . . . . . . . . . . . .          5
            Section 12.     Notice of Stockholder Business  . . . . . . . . . . . . . . . . .          5
            Section 13.     Notice of Stockholder Nominees  . . . . . . . . . . . . . . . . .          6

ARTICLE III - BOARD OF DIRECTORS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          8
            Section  1.     Powers  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          8
            Section  2.     Number of Directors . . . . . . . . . . . . . . . . . . . . . . .          8
            Section  3.     Election and Term . . . . . . . . . . . . . . . . . . . . . . . .          8
            Section  4.     Vacancies . . . . . . . . . . . . . . . . . . . . . . . . . . . .         10
            Section  5.     Resignation and Removal . . . . . . . . . . . . . . . . . . . . .         10
            Section  6.     Compensation of Directors . . . . . . . . . . . . . . . . . . . .         10

ARTICLE IV - MEETINGS OF THE BOARD  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         11
            Section  1.     First Meeting . . . . . . . . . . . . . . . . . . . . . . . . . .         11
            Section  2.     Regular Meetings  . . . . . . . . . . . . . . . . . . . . . . . .         11
            Section  3.     Special Meetings  . . . . . . . . . . . . . . . . . . . . . . . .         11
            Section  4.     Business at Regular or Special
                              Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . .         11
            Section  5.     Quorum of Directors . . . . . . . . . . . . . . . . . . . . . . .         11
            Section  6.     Act of Directors' Meeting . . . . . . . . . . . . . . . . . . . .         12
            Section  7.     Action by Written Consent Without
                              a Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . .         12

ARTICLE V - COMMITTEES        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         12

ARTICLE VI - NOTICES          . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         14
            Section  1.     Methods of Giving Notice  . . . . . . . . . . . . . . . . . . . .         14
            Section  2.     Waiver of Notice  . . . . . . . . . . . . . . . . . . . . . . . .         15
            Section  3.     Attendance as Waiver  . . . . . . . . . . . . . . . . . . . . . .         15

</TABLE>




                                      (i)
<PAGE>   3
<TABLE>
<S>                                                                                                   <C>
ARTICLE VII - ACTION WITHOUT A MEETING BY USE OF A
            CONFERENCE TELEPHONE OR SIMILAR COMMUNICATIONS
            EQUIPMENT         . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         15

ARTICLE VIII - OFFICERS       . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         16
            Section  1.     Executive Officers  . . . . . . . . . . . . . . . . . . . . . . .         16
            Section  2.     Election and Qualification  . . . . . . . . . . . . . . . . . . .         16
            Section  3.     Division Officers . . . . . . . . . . . . . . . . . . . . . . . .         16
            Section  4.     Other Officers and Agents . . . . . . . . . . . . . . . . . . . .         17
            Section  5.     Salaries  . . . . . . . . . . . . . . . . . . . . . . . . . . . .         18
            Section  6.     Term, Removal and Vacancies . . . . . . . . . . . . . . . . . . .         18
            Section  7.     Chairman of the Board . . . . . . . . . . . . . . . . . . . . . .         18
            Section  8.     Chief Executive Officer . . . . . . . . . . . . . . . . . . . . .         18
            Section  9.     President . . . . . . . . . . . . . . . . . . . . . . . . . . . .         19
            Section 10.     Vice Presidents . . . . . . . . . . . . . . . . . . . . . . . . .         19
            Section 11.     Secretary . . . . . . . . . . . . . . . . . . . . . . . . . . . .         19
            Section 12.     Assistant Secretaries . . . . . . . . . . . . . . . . . . . . . .         20
            Section 13.     Treasurer . . . . . . . . . . . . . . . . . . . . . . . . . . . .         20
            Section 14.     Assistant Treasurers  . . . . . . . . . . . . . . . . . . . . . .         21
            Section 15.     Officers' Bond  . . . . . . . . . . . . . . . . . . . . . . . . .         21

ARTICLE IX - CERTIFICATES FOR SHARES  . . . . . . . . . . . . . . . . . . . . . . . . . . . .         21
            Section  1.     Certificates Representing Shares  . . . . . . . . . . . . . . . .         21
            Section  2.     Transfer of Shares  . . . . . . . . . . . . . . . . . . . . . . .         23
            Section  3.     Lost, Stolen or Destroyed Certificate . . . . . . . . . . . . . .         23
            Section  4.     Closing of Stock Ledger and Fixing
                              Record Date . . . . . . . . . . . . . . . . . . . . . . . . . .         23
            Section  5.     Foreign Share Ownership . . . . . . . . . . . . . . . . . . . . .         24
            Section  6.     Registered Stockholders . . . . . . . . . . . . . . . . . . . . .         27

ARTICLE X - GENERAL PROVISIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         27
            Section  1.     Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . .         27
            Section  2.     Reserves  . . . . . . . . . . . . . . . . . . . . . . . . . . . .         27
            Section  3.     Checks  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         27
            Section  4.     Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . . . .         27
            Section  5.     Seal  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         28

ARTICLE XI - INDEMNIFICATION OF OFFICERS AND DIRECTORS  . . . . . . . . . . . . . . . . . . .         28
            Section  1.     Actions, Suits, or Proceedings
                              Other Than by or in the Right of
                              the Corporation . . . . . . . . . . . . . . . . . . . . . . . .         28
            Section  2.     Actions or Suits by or in the
                              Right of the Corporation  . . . . . . . . . . . . . . . . . . .         29
            Section  3.     Indemnification for Costs, Charges,
                              and Expenses of Successful Party  . . . . . . . . . . . . . . .         30
            Section  4.     Determination of Right to
                              Indemnification . . . . . . . . . . . . . . . . . . . . . . . .         30
            Section  5.     Advance of Costs, Charges and
                              Expenses  . . . . . . . . . . . . . . . . . . . . . . . . . . .         30
            Section  6.     Procedure for Indemnification . . . . . . . . . . . . . . . . . .         31
            Section  7.     Other Rights; Continuation of
                              Right to Indemnification  . . . . . . . . . . . . . . . . . . .         32
            Section  8.     Extent of Indemnification . . . . . . . . . . . . . . . . . . . .         33
            Section  9.     Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . .         34

</TABLE>




                                      (ii)
<PAGE>   4
<TABLE>
<S>                         <C>                                                                       <C>
            Section 10.     Savings Clause  . . . . . . . . . . . . . . . . . . . . . . . . .         34

ARTICLE XII - AMENDMENTS      . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         35
</TABLE>





                                     (iii)
<PAGE>   5
                                     BYLAWS
                                       OF
                             A. H. BELO CORPORATION
                            (A Delaware Corporation)


                                   ARTICLE I

                                    OFFICES

            Section 1.  Registered Office.  The registered office shall be
located in the City of Wilmington, County of New Castle, State of Delaware.

            Section 2.  Other Offices.  The corporation also 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 as the business of the
corporation may require.

                                   ARTICLE II

                          MEETINGS OF THE STOCKHOLDERS

            Section 1.  Place of Meetings.  All meetings of the stockholders
for the election of directors or for any other proper purpose shall be held at
such time and place, within or without the State of Delaware, as the Board of
Directors may from time to time designate, as stated in the notice of such
meeting or a duly executed waiver of notice thereof.

            Section 2.  Annual Meeting.  An annual meeting of the stockholders
shall be held at 10:00 a.m. on the first Wednesday in May in each year, unless
such day in a legal holiday, in which case such meeting shall be held at the
specified time on the first full business day thereafter which is not a legal
holiday.  At such meeting the stockholders entitled to vote thereat shall
elect, by a plurality vote of the voting power of all of the shares entitled to
vote thereon, the successors to the directors whose terms shall expire that
year, and may transact such other business as properly may be brought before
the meeting.





<PAGE>   6
            Section 3.  Special Meeting.  Special meetings of the stockholders
may be called by the Chief Executive Officer, the Board of Directors or the
holders of not less than one-fifth of the voting power of all shares entitled
to vote at the meeting.

            Section 4.  Notice of Annual or Special Meeting.  Written or
printed notice stating the place, day and hour of the meeting and, in case of a
special meeting, the purpose or purposes for which the meeting is called, shall
be delivered not less than ten (10) nor more than sixty (60) days before the
date of the meeting, either personally or by mail, by or at the direction of
the Chairman of the Board, the Secretary, or the officer or person calling the
meeting, to each stockholder of record entitled to vote at such meeting.  If
mailed, such notice shall be deemed to be delivered when deposited in the
United States mail, addressed to the stockholder at his address as it appears
on the records of the corporation, with postage thereon prepaid.

            Section 5.  Business at Special Meeting.  The business transacted
at any special meeting of the stockholders shall be limited to the purposes
stated in the notice thereof.

            Section 6.  Quorum of Stockholders.  Unless otherwise provided in
the Certificate of Incorporation, the holders of a majority of the voting power
of all of the shares entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of the stockholders, but in no event shall a
quorum consist of the holders of less than one-third (1/3) of the shares
entitled to vote and thus represented at such meeting.  If, however, a quorum
shall not be present or represented at any meeting of the stockholders, the
stockholders present in person or represented by proxy shall have power to
adjourn the meeting from time to time,





                                      -2-
<PAGE>   7
without notice other than announcement at the meeting, 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 meeting as originally notified.

            Section 7.  Act of Stockholders' Meeting.  The vote of the holders
of a majority of the voting power of all of the shares entitled to vote and
thus represented at a meeting at which a quorum is present shall be the act of
the stockholders' meeting, unless the vote of a greater number is required by
law or the Certificate of Incorporation.

            Section 8.  Voting of Shares.  Each outstanding share shall be
entitled to the number of votes per share as provided in the Certificate of
Incorporation and the Certificate of Designation, if any, which relates to such
share, on each matter submitted to a vote at a meeting of the stockholders.  At
each election of directors, every stockholder entitled to vote at such election
shall have the right to vote, in person or by proxy, the number of votes
alloted to the shares owned by him for as many persons as there are directors
to be elected and for whose election he has the right to vote.  Cumulative
voting in the election of directors or otherwise is expressly prohibited by the
Certificate of Incorporation.

            Section 9.  Proxies.  At any meeting of the stockholders, each
stockholder having the right to vote shall be entitled to vote either in person
or by proxy executed in writing by the stockholder or by his duly authorized
attorney-in-fact.  Any such proxy shall be delivered to the secretary of such
meeting at or prior to the time designated by the chairman of the meeting or in
the order of





                                      -3-
<PAGE>   8
business for so delivering such proxies.  No proxy shall be voted or acted upon
after three (3) years from its date, unless the proxy provides for a longer
period.  Each proxy shall be revocable unless expressly provided therein to be
irrevocable and unless otherwise made irrevocable by law.  Unless required by
statute or determined by the chairman of the meeting to be advisable, the vote
on any question need not be by ballot.  On a vote by ballot, each ballot shall
be signed by the stockholder voting or by such stockholder's proxy, if there be
such proxy.

            Section 10.  Voting List.  The officer or agent having charge of
the stock ledger for shares of the corporation shall make, at least ten (10)
days before each meeting of the stockholders, a complete list of the
stockholders entitled to vote at such meeting or any adjournment thereof,
arranged in alphabetical order, with the address of and number of shares of
each class or series of the corporation's stock registered in the name of each
stockholder, which list, for a period of ten (10) days prior to such meeting,
shall be open to the examination of any stockholder, for any purpose germane to
the meeting, at any time during the usual business hours, 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.  Such list shall also be produced and kept open at the
time and place of the meeting and shall be subject to the inspection of any
stockholder during the whole time of the meeting.  The corporation shall be
entitled to rely upon the stock ledger as the only evidence as to who are the
stockholders entitled to examine the stock ledger, the aforementioned list of





                                      -4-
<PAGE>   9
stockholders or the books of the corporation, or to vote in person or by proxy
at any such meeting of stockholders.

            Section 11.  Order of Business.  The order of business of each
meeting of the stockholders of the corporation shall be determined by the
chairman of the meeting.  The chairman of the meeting shall have the right and
authority to prescribe such rules, regulations, and procedures and to do all
such acts and things as are necessary or desirable for the conduct of the
meeting, including, without limitation, the establishment of procedures for the
dismissal of business not properly presented, the maintenance of order and
safety, limitations on the time allotted to questions or comments on the
affairs of the corporation, restrictions on entry to such meetings after the
time prescribed for commencement thereof, and opening and closing of the voting
polls.

            Section 12.  Notice of Stockholder Business.  At an annual or
special meeting of the stockholders, only such business shall be conducted as
shall have been brought before the meeting (a) by or at the direction of the
Board of Directors or (b) by any stockholder of the corporation entitled to
vote at such annual or special meeting who complies with the notice procedures
set forth in this Section 12.  For business to be properly brought before an
annual or special meeting by a stockholder, the stockholder must have given
timely notice 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 thirty (30)
days nor more than sixty (60) days prior to the meeting; provided, however,
that in the event that less than forty (40) days' notice or prior public
disclosure of the date of the meeting is given or made to the





                                      -5-
<PAGE>   10
stockholders, notice by the stockholder to be timely must be received not later
than the close of business on the 10th day following the day on which such
notice of the date of the annual or special meeting was mailed or such public
disclosure was made. Such stockholder's notice to the Secretary shall set forth
as to each matter the stockholder proposes to bring before the annual or
special meeting (a) a brief description of the business desired to be brought
before the annual or special meeting and the reasons for conducting such
business at the annual or special meeting; (b) the name and address, as they
appear on the corporation's books, of such stockholder; (c) the class and
number of each class or series of the shares of the corporation which are
beneficially owned by such stockholder; and (d) any material interest of such
stockholder in such business.  Notwithstanding anything in these Bylaws to the
contrary, no business shall be conducted at an annual or special meeting except
in accordance with the procedures set forth in this Section 12.  The chairman
of an annual or special meeting shall, if the facts warrant, determine that
business was not properly brought before the meeting and 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 the foregoing provisions of
this Section 12, a stockholder seeking to have a proposal included in the
corporation's proxy statement shall comply with the requirements of Regulation
14A under the Securities Exchange Act of 1934, as amended (including, but not
limited to, Rule 14a-8 or its successor provision).

            Section 13.  Notice of Stockholder Nominees.  Only persons who are
nominated in accordance with the procedures set forth in





                                      -6-
<PAGE>   11
these Bylaws 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 (a) by or at the direction of the Board of
Directors or (b) 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 13.  Nominations by stockholders 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 thirty (30)
days nor more than sixty (60) days prior to the meeting; provided, however,
that in the event that less than forty (40) days' notice or prior public
disclosure of the date of the meeting is given or made to stockholders, notice
by the stockholder to be timely must be so received not later than the close of
business on the 10th day following the day on which such notice of the date of
the meeting was mailed or such public disclosure was made.  Such stockholder's
notice shall set forth (a) as to each person whom the stockholder proposes to
nominate for election or re-election as a director, all 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 14A under the Securities Exchange Act of 1934, as amended (including
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, series and number of shares of
the corporation





                                      -7-
<PAGE>   12
which are beneficially owned by such stockholder.  At the request of the Board
of Directors, any person nominated by the Board of Directors for election as a
director shall furnish to the Secretary of the corporation that information
required to be set forth in a stockholder's notice of nomination which pertains
to the nominee. No person shall be eligible for election as a director of the
corporation unless nominated in accordance with the procedures set forth in
these Bylaws.  The chairman of the meeting shall, if the facts warrant,
determine that a nomination was not made in accordance with the procedures
prescribed by these Bylaws, and if he should so determine, he shall so declare
to the meeting and the defective  nomination shall be disregarded.

                                  ARTICLE III

                               BOARD OF DIRECTORS

            Section 1.  Powers.  The business and affairs of the corporation
shall be managed by 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, the Certificate of Incorporation or by these Bylaws directed or
required to be exercised and done by the stockholders.

            Section 2.  Number of Directors.  The number of directors of the
corporation constituting the Board of Directors shall be not less than nine (9)
nor more than eighteen (18), determined from time to time in accordance with
these Bylaws by resolution of the Board of Directors or of the stockholders.

            Section 3.  Election and Term.  The directors shall be classified
with respect to the time for which they shall severally hold office by dividing
them into three (3) classes, each





                                      -8-
<PAGE>   13
consisting of approximately one-third (1/3) of the whole number of the Board of
Directors, and each director of the corporation shall hold office until his
successor is elected and qualified or until his death, resignation, or removal.
Each class of directors shall be as nearly equal in number of directors as
possible and shall be denominated in such manner as the Board of Directors may
determine. The term of office of those of the first class will expire at the
first annual meeting of stockholders after adoption of this Bylaw provision; of
the second class one year thereafter; of the third class two years thereafter;
and at each annual election held after such classification and election, the
successors to the class of directors whose terms shall expire that year shall
be elected to hold office for a term of three (3) years, so that the term of
office for one class of directors shall expire in each year. Directors need not
be residents of the State of Delaware or stockholders of the corporation.

            Notwithstanding the foregoing, no person shall be eligible to stand
for election as director if he or she has attained the age of 75 years.
Furthermore, for directors elected to the Board at or after the 1995 Annual
Meeting of Stockholders,  a director shall be qualified to continue to serve as
a director only until the first annual meeting of stockholders following the
date on which such director attains the age of 75 years.  The term of any
director who has attained the age of 75 years shall automatically terminate
upon the commencement of such next ensuing annual meeting of stockholders
without further action by such director, the board of directors or the
stockholders of the corporation.





                                      -9-
<PAGE>   14
            Section 4.  Vacancies.  Any vacancies occurring in the Board of
Directors and any newly created directorships resulting from any increase in
the authorized number of directors may be filled by the affirmative vote of a
majority of the remaining directors although less than a quorum of the Board of
Directors.  A director elected to fill a vacancy shall be elected for the
unexpired term of his predecessor in office.  Any directorship to be filled by
reason of an increase in the number of directors may be filled by the
affirmative vote of a majority of the directors, subject to the applicable
provisions then in effect of the Delaware General Corporation Law pertaining
thereto.  A director elected to fill a newly created directorship shall hold
office until his successor is elected and qualified or until his death,
resignation, or removal.

            Section 5.  Resignation and Removal.  Any director may resign at
any time upon giving written notice to the corporation. At any meeting of
stockholders called expressly for the purpose of removing a director or
directors, any director or the entire Board of Directors may be removed, but
for cause only (removal of directors without cause being expressly prohibited),
by a vote of the holders of a majority of the voting power of all of the shares
then entitled to vote at an election of directors.

            Section 6.  Compensation of Directors.  As specifically prescribed
from time to time by resolution of the Board of Directors, the directors of the
corporation may be paid their expenses of attendance at each meeting of the
Board and may be paid reasonable compensation for their services as directors.
This provision shall not preclude any director from serving the corporation in
any other capacity and receiving compensation





                                      -10-
<PAGE>   15
therefor.  Members of special or standing committees may be allowed like
compensation for their services in such capacities.

                                   ARTICLE IV

                             MEETINGS OF THE BOARD

            Section 1.  First Meeting.  The first meeting of each newly elected
Board of Directors shall be held immediately following the annual meeting of
the stockholders and no notice of such meeting shall be necessary to the newly
elected directors in order legally to constitute the meeting, provided a quorum
shall be present.

            Section 2.  Regular Meetings.  Regular meetings of the Board of
Directors may be held with or without notice at such time and at such place
either within or without the State of Delaware as from time to time shall be
prescribed by resolution of the Board of Directors.

            Section 3.  Special Meetings.  Special meetings of the Board of
Directors may be called by the Chairman of the Board, the Chief Executive
Officer or the Secretary on the written request of two directors.  Written
notice of special meetings of the Board of Directors shall be given to each
director at least three (3) days before the date of the meeting.

            Section 4.  Business at Regular or Special Meeting.  Neither the
business to be transacted at, nor the purpose of, any regular or special
meeting of the Board of Directors need be specified in the notice or waiver of
notice of such meeting.

            Section 5.  Quorum of Directors.  A majority of the Board of
Directors shall constitute a quorum for the transaction of business, unless a
greater number is required by law or the Certificate of Incorporation.  If a
quorum shall not be present at





                                      -11-
<PAGE>   16
any meeting of the Board of Directors, the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement
of the meeting, until a quorum shall be present.

            Section 6.  Act of Directors' Meeting.  The vote of a majority of
the directors present at a meeting at which a quorum is present shall be the
act of the Board of Directors, unless the vote of a greater number is required
by law or the Certificate of Incorporation.

            Section 7.  Action by Written Consent Without a Meeting. Any action
required or permitted to be taken at a meeting of the Board of Directors or of
any committee thereof under the applicable provisions of any statute, the
Certificate of Incorporation or these Bylaws may be taken without a meeting if
a consent in writing setting forth the action so taken is signed by all members
of the Board of Directors or of the committee, as the case may be.  Such
consent shall have the same force and effect as a unanimous vote of the Board
of Directors or of the committee, as the case may be.

                                   ARTICLE V

                                   COMMITTEES

            The Board of Directors, by resolution adopted by a majority of the
full Board of Directors, may designate from among its members an executive
committee and one or more other committees, each of which, to the extent
provided in such resolution, the Certificate of Incorporation or these Bylaws,
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





                                      -12-
<PAGE>   17
papers which may require it, except that no such committee shall have the power
or authority of the Board of Directors in reference to amending the Certificate
of Incorporation (except as permitted by the Delaware General Corporation Law),
adopting an agreement of merger or consolidation, recommending to the
stockholders the sale, lease, or exchange of all or substantially all of the
property and assets of the corporation otherwise than in the usual and regular
course of its business, recommending to the stockholders a voluntary
dissolution of the corporation or a revocation thereof, amending, altering, or
repealing the Bylaws of the corporation or adopting new Bylaws for the
corporation, filling vacancies in or removing members of the Board of Directors
or any such committee, fixing the compensation of any member of such committee,
or altering or repealing any resolution of the Board of Directors which by its
terms provides that it shall not be so amendable or repealable.  Unless such
resolution, the Certificate of Incorporation or these Bylaws so provides, no
such committee shall have the power or authority to declare a dividend, to
authorize the issuance of shares of the corporation, or to adopt a certificate
of ownership and merger pursuant to Section 253 of the Delaware General
Corporation Law.  Vacancies in the membership of any such committee shall be
filled by resolution adopted by the majority of the full Board of Directors at
a regular or special meeting of the Board.  The designation of any such
committee and the delegation thereto of authority shall not operate to relieve
the Board of Directors, or any member thereof, of any responsibility imposed
upon it or him by law.

            Any executive committee designated by the Board of Directors shall
consist of the Chief Executive Officer and such number (not





                                      -13-
<PAGE>   18
less than two (2)) of other directors as the Board may from time to time
determine by resolution adopted by the majority of the full Board of Directors,
one of the members of which committee shall be designated the chairman thereof
by the Board of Directors.  The executive committee may make rules for the
conduct of its business, not inconsistent with this Article V, as it shall from
time to time deem necessary and shall keep regular minutes of its proceedings
and report the same to the Board when required.  A majority of the members of
the executive committee shall constitute a quorum for the transaction of
business.  If a quorum is not present at a meeting, the members present may
adjourn the meeting until a quorum is present.  The act of a majority of the
members present at any meeting at which a quorum is present shall be the act of
the executive committee, except as otherwise specifically provided by statute,
the Certificate of Incorporation or the Bylaws of the corporation.  Any member
of the executive committee may be removed by the Board of Directors by the
affirmative vote of a majority of the full Board, whenever in its judgment the
best interests of the corporation will be served thereby.

                                   ARTICLE VI

                                    NOTICES

            Section 1.  Methods of Giving Notice.  Whenever any notice is
required to be given to any stockholder or director under the provisions of any
statute, the Certificate of Incorporation or these Bylaws, it shall be given in
writing and delivered personally or mailed to such stockholder or director at
such address as appears on the books of the corporation, and such notice shall
be deemed to be given at the time the same shall be deposited in the





                                      -14-
<PAGE>   19
United States mail with sufficient postage thereon prepaid.  Notice to
directors may also be given by telegram, telex, telecopy or similar means of
visual data transmission, and notice given by any of such means shall be deemed
to be delivered when transmitted for delivery to the recipient.

            Section 2.  Waiver of Notice.  Whenever any notice is required to
be given to any stockholder or director under the provisions of any statute,
the Certificate of Incorporation or these Bylaws, a waiver thereof in writing
signed by the person or persons entitled to said notice shall be deemed
equivalent to the giving of such notice.

            Section 3.  Attendance as Waiver.  Attendance of a person at a
meeting shall constitute a waiver of notice of such meeting, except where a
director attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business on the ground that
the meeting is not lawfully called or convened.

                                  ARTICLE VII

                      ACTION WITHOUT A MEETING BY USE OF A
            CONFERENCE TELEPHONE OR SIMILAR COMMUNICATIONS EQUIPMENT

            Subject to the provisions required or permitted for notice of
meetings, unless otherwise restricted by the Certificate of Incorporation or
these Bylaws, stockholders, members of the Board of Directors or members of any
committee designated by such Board may participate in and hold a meeting of
such stockholders, Board or committee by conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in such a meeting shall
constitute presence in person at such meeting, except where





                                      -15-
<PAGE>   20
a person participates in the meeting for the express purpose of objecting to
the transaction of any business on the ground that the meeting is not lawfully
called or convened.

                                  ARTICLE VIII

                                    OFFICERS

            Section 1.  Executive Officers.  The officers of the corporation
shall consist of a Chairman of the Board, a Chief Executive Officer, a
President, one or more Vice Presidents (with such supplemental designation to
indicate seniority or scope of duties as the Board of Directors may determine
from time to time), a Secretary, and a Treasurer, each of whom shall be elected
by the Board of Directors as provided in Section 2 of this Article; provided
that any of such offices except President, Secretary and Treasurer may be
allowed to become vacant by failure of the Board of Directors to fill the
office.  Any two or more offices may be held by the same person, except that
the Chairman of the Board or the President and the Secretary shall not be the
same person.

            Section 2.  Election and Qualification.  The Board of Directors
shall annually choose (subject to the provisions of Section 1 of this Article)
a Chairman of the Board, a Chief Executive Officer, a President, one or more
Vice Presidents, a Secretary, and a Treasurer, none of whom, except the
Chairman of the Board, the Chief Executive Officer and the President need to be
a member of the Board.

            Section 3.  Division Officers.  The Board of Directors may from
time to time establish one or more divisions of the corporation and assign to
such divisions responsibilities for such of the corporation's business,
operations and affairs as the Board





                                      -16-
<PAGE>   21
may designate.  The Board of Directors may appoint or authorize an officer of
the corporation to appoint in writing officers of a division.  Unless elected
or appointed an officer of the corporation by the Board of Directors or
pursuant to authority granted by the Board, an officer of a division shall not
as such be an officer of the corporation, except that he shall be an officer of
the corporation for the purposes of executing and delivering documents on
behalf of the corporation or for other specific purposes, if and to the extent
that he may be authorized to do so by the Board of Directors.  Unless otherwise
provided in the writing appointing an officer of a division, such officer shall
hold office until his successor is appointed and qualified.  Any officer of a
division may be removed with or without cause by the Board of Directors or by
the officer, if any, of the corporation then authorized by the Board of
Directors to appoint such officer of a division.  The Board of Directors may
prescribe or authorize an officer of the corporation or an officer of a
division to prescribe in writing the duties and powers and authority of
officers of divisions and may authorize an officer of the corporation or an
officer of a division to determine the compensation for officers of divisions.

            Section 4.  Other Officers and Agents.  The Board of Directors may
elect or appoint such other officers, assistant officers and agents as the
Board may deem necessary, 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.





                                      -17-
<PAGE>   22
            Section 5.  Salaries.  Subject to the provisions of Section 3 of
this Article, the compensation of all officers and agents of the corporation
shall be determined by the Board of Directors.

            Section 6.  Term, Removal and Vacancies.  Each officer of the
corporation shall hold office until his successor is elected and qualified, or
until his earlier death, resignation or removal. Any officer may resign at any
time upon giving written notice to the corporation.  Any officer or agent or
member of the executive committee elected or appointed by the Board of
Directors may be removed by the Board of Directors whenever in its judgment the
best interests of the corporation will be served thereby, but such removal
shall be without prejudice to the contract rights, if any, of the person so
removed.  Election or appointment of an officer or agent shall not of itself
create contract rights.  Any vacancy occurring in any office of the corporation
by death, resignation, removal or otherwise shall be filled (subject to the
provisions of Sections 1 and 3 of this Article) by the Board of Directors.

            Section 7.  Chairman of the Board.  The Chairman of the Board shall
preside at all meetings of the stockholders and of the Board of Directors and
shall have such other powers and duties as usually pertain to such office or as
may be prescribed by the Board of Directors.

            Section 8.  Chief Executive Officer.  The Board of Directors may
designate whether the Chairman of the Board or the President shall be the Chief
Executive Officer of the corporation.  The officer so designated as the Chief
Executive Officer shall have general powers of oversight, supervision and
management of the business and affairs of the corporation, and shall see that
all orders and resolutions of the Board of Directors are carried into





                                      -18-
<PAGE>   23
effect.  He 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.  The Chief Executive Officer shall have
such other powers and duties as usually pertain to such office or as may be
prescribed by the Board of Directors.  If a Chief Executive Officer is not
otherwise designated by the Board of Directors, the Chairman of the Board shall
be the Chief Executive Officer of the corporation.

            Section 9.  President.  The President, in the absence or disability
of the Chairman of the Board, shall perform the duties and exercise the powers
of the Chairman of the Board.  The President shall perform such other duties
and exercise such other powers as usually pertain to such office or as may be
delegated from time to time by the Board of Directors.

            Section 10.  Vice Presidents.  Unless otherwise determined by the
Board of Directors, the Vice Presidents, in the order of their seniority as
such seniority may from time to time be designated by the Board of Directors,
shall perform the duties and exercise the powers of the President in the
absence or disability of the President.  They shall perform such other duties
and have such other powers as the Board of Directors may from time to time
prescribe.

            Section 11.  Secretary.  The Secretary shall attend all meetings of
the Board of Directors and all meetings of the stockholders, and shall record
all the proceedings of the meetings of the corporation and of the Board of
Directors in a book to be





                                      -19-
<PAGE>   24
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,
and shall perform such other duties as may be prescribed by the Board of
Directors.  He shall keep in safe custody the seal of the corporation, and,
when authorized by the Board of Directors, affix the same to any instrument
requiring it.  When so affixed, such seal shall be attested by his signature or
by the signature of the Treasurer or an Assistant Secretary.

            Section 12.  Assistant Secretaries.  Unless otherwise determined by
the Board of Directors, the Assistant Secretaries, in the order of their
seniority as such seniority may from time to time be designated by the Board of
Directors, shall perform the duties and exercise the powers of the Secretary in
the absence or disability of the Secretary.  They shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe.

            Section 13.  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.  He shall disburse the funds of the corporation as may be ordered by
the Board of Directors, taking proper vouchers for such disbursements, 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
            Section 14.  Assistant Treasurers.  Unless otherwise determined by
the Board of Directors, the Assistant Treasurers, in the order of their
seniority as such seniority may from time to time be designated by the Board of
Directors, shall perform the duties and exercise the powers of the Treasurer in
the absence or disability of the Treasurer.  They shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe.

            Section 15.  Officers' Bond.  If required by the Board of
Directors, any officer so required shall give the corporation a bond (which
shall be renewed as the Board may require) 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 his office and for the restoration to the
corporation, in case of his death, resignation, retirement or removal from
office, of any and all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging to the
corporation.

                                   ARTICLE IX

                            CERTIFICATES FOR SHARES

            Section 1.  Certificates Representing Shares.  The corporation
shall deliver certificates representing all shares to which stockholders are
entitled.  Such certificates shall be numbered and shall be entered in the
books of the corporation as they are issued, and shall be signed by the
Chairman of the Board, the President or a Vice President, and the Secretary or
an Assistant Secretary of the corporation, and may be sealed with the seal of
the corporation or a facsimile thereof.  The signatures of





                                      -21-
<PAGE>   26
the Chairman of the Board, the President or Vice President, Secretary or
Assistant Secretary, upon a certificate may be facsimiles, if the certificate
is countersigned by a transfer agent or registered by a registrar, either of
which is other than the corporation itself or an employee of the corporation.
In case any officer who has signed or whose facsimile signature has been placed
upon such certificate shall have ceased to be such officer before such
certificate is issued, it may be issued by the corporation with the same effect
as if he were such officer at the date of its issuance.  If the corporation is
authorized to issue shares of more than one class of stock or more than one
series of any class, there shall be set forth upon the face or back of the
certificate, or the certificate shall have a statement that the corporation
will furnish to any stockholder upon request and without charge, a full
statement of all of the powers, designations, preferences, and rights of the
shares of each class authorized to be issued and the qualifications,
limitations or restrictions thereof, and, if the corporation is authorized to
issue any preferred or special class in series, the variations in the relative
rights and preferences between the shares of each such series so far as the
same have been fixed and determined, and the authority of the Board of
Directors to fix and determine the relative rights and preferences of
subsequent series.  Each certificate representing shares shall state upon the
face thereof that the corporation is organized under the laws of the State of
Delaware, the name of the person to whom issued, the number and the class and
the designation of the series, if any, which such certificate represents and
the par value of each share represented by such certificate or a statement that
the





                                      -22-
<PAGE>   27
shares are without par value.  No certificate shall be issued for any share
until the consideration therefor has been fully paid.

            Section 2.  Transfer of Shares.  Subject to the provisions of
Section 5 of this Article IX and the provisions of Section 2 of Article Four of
the Certificate of Incorporation, 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,  assignment 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 3.  Lost, Stolen or Destroyed Certificate.  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 to be lost, stolen or destroyed.
When authorizing such issue of a new certificate or certificates, the Board of
Directors, in its discretion and as a condition precedent to the issuance
thereof, may 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 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 4.  Closing of Stock Ledger and Fixing Record Date. For the
purpose of determining stockholders entitled to notice of or to vote at any
meeting of stockholders or any adjournment





                                      -23-
<PAGE>   28
thereof, or entitled to receive payment of any dividend, or in order to make a
determination of stockholders for any other proper purpose, the Board of
Directors may provide that the stock ledger shall be closed for a stated period
but not to exceed, in any case, sixty (60) days.  If the stock ledger shall be
closed for the purpose of determining stockholders entitled to notice of or to
vote at a meeting of stockholders, such ledger shall be closed for at least ten
(10) days immediately preceding such meeting.  In lieu of closing the stock
ledger, the Board of Directors may fix in advance a date as the record date for
any such determination of stockholders, such date in any case to be not more
than sixty (60) days, and, in case of a meeting of stockholders, not less than
ten (10) days, prior to the date on which the particular action requiring such
determination of stockholders is to be taken.  If the stock ledger is not
closed and no record date is fixed for the determination of stockholders
entitled to notice of or to vote at a meeting of stockholders, or stockholders
entitled to receive payment of a dividend, the date on which notice of the
meeting is mailed or the date on which the resolution of the Board of Directors
declaring such dividend is adopted, as the case may be, shall be the record
date for such determination of stockholders. When a determination of
stockholders entitled to vote at any meeting of stockholders has been made as
provided in this Section 4, such determination shall apply to any adjournment
thereof, except where the determination has been made through the closing of
the stock ledger and the stated period of closing has expired.

            Section 5.  Foreign Share Ownership.  As used in these Bylaws, the
word "Alien" shall include any individual not a citizen of the United States of
America and any representative of any such





                                      -24-
<PAGE>   29
individual; any corporation or other entity organized under the laws of any
foreign government; any foreign government, its agencies or representatives;
any partnership of which any partner is an alien, except for limited partners
insulated in accordance with the rules and regulations of the Federal
Communications Commission; any corporation or other entity controlled directly
or indirectly by other than United States citizens; and any other entity or
individual determined to be an alien under Section 310 of the Communications
Act of 1934, as amended, or the rules and regulations of the Federal
Communications Commission.

            At no time shall Aliens (i) own, directly or indirectly, more than
one-fourth of the equity in the corporation, or in any other corporation
directly or indirectly controlling the corporation, that is represented by the
issued and outstanding capital stock of such corporation; or (ii) vote,
directly or indirectly, more than one-fourth of the total voting rights in the
corporation, or in any other corporation directly or indirectly controlling the
corporation, that are represented by the issued and outstanding capital stock
of such corporation.  The percentage of voting rights and equity ownership of
Aliens in the corporation's issued and outstanding capital stock shall be
determined in accordance with the Communications Act of 1934, as amended, and
the rules and regulations of the Federal Communications Commission, taking into
account direct and indirect equity interests and direct and indirect voting
rights in the corporation as may be required. As used in these Bylaws, a
"Noncompliance Status" means the existence of circumstances in which, but for
the following provisions of this Section 5, Aliens would own or hold voting





                                      -25-
<PAGE>   30
rights or interests in the corporation in excess of the thresholds set forth in
this paragraph.

            In the event a Noncompliance Status shall arise, then, so long as
the Noncompliance Status continues to exist, those stockholders causing or
contributing to the Noncompliance Status shall have no voting, dividend, or
other rights with respect to the shares of the corporation that they may hold,
except the right to transfer such shares in such a manner that the
Noncompliance Status will cease to exist.  No transfers of shares of domestic
record to Aliens shall be made if a Noncompliance Status exists or if such
transfer would result in a Noncompliance Status.  If the corporation shall
determine that stock of domestic record in fact is held or voted, in whole or
in part, by or for the account of an Alien, and that such interest, but for
this Section 5, would give rise to a Noncompliance Status, the holder of such
stock shall not be entitled to vote, to receive dividends, or to exercise any
other normal stockholder rights, except the right to transfer such stock to a
citizen of the United States of America.

            Alien voting and equity interests and rights in stock of the
corporation and the citizenship of transferees of the corporation's stock shall
be determined in conformity with regulations prescribed by or upon the approval
of the Board of Directors, which shall not be less restrictive than the
requirements imposed by the Communications Act of 1934, as amended, and the
rules and regulations of the Federal Communications Commission.  The Board of
Directors shall be authorized, at any time and from time to time, to adopt such
other provisions as the directors may deem necessary or desirable to avoid
violation of the provisions of Section 310 of the Communications Act of 1934 as
now in effect or as it may





                                      -26-
<PAGE>   31
hereafter from time to time be amended, and to carry out the provisions of this
Section 5.

            Section 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
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 the State of Delaware.

                                   ARTICLE X

                               GENERAL PROVISIONS

            Section 1.  Dividends.  The Board of Directors from time to time
may declare, and the corporation may pay, dividends on its outstanding shares
in cash, property, or its own shares pursuant to law and subject to the
provisions of the Certificate of Incorporation and these Bylaws.

            Section 2.  Reserves.  The Board of Directors may by resolution
create a reserve or reserves out of earned surplus for any proper purpose or
purposes, and may abolish any such reserve in the same manner.

            Section 3.  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 from time to time may designate.

            Section 4.  Fiscal Year.  The fiscal year of the corporation shall 
be the calendar year.





                                      -27-
<PAGE>   32
            Section 5.  Seal.  The corporate seal shall have inscribed thereon
the name of the corporation and may be used by causing it or a facsimile
thereof to be impressed or affixed or in any other manner reproduced.

                                   ARTICLE XI

                   INDEMNIFICATION OF OFFICERS AND DIRECTORS

            Section 1.  Actions, Suits, or Proceedings Other Than by or in the
Right of the Corporation.  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 or has agreed to become a director,
officer, employee or agent of the corporation, or is or was serving or has
agreed to serve at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, or by reason of any action alleged to have been taken or
omitted in such capacity, against costs, charges, expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him or on his behalf in connection with such action,
suit or proceeding and any appeal therefrom, 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
a plea of nolo





                                      -28-
<PAGE>   33
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 2.  Actions or Suits by or in the Right of the Corporation.
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 or has agreed to become a director,
officer, employee or agent of the corporation, or is or was serving or has
agreed to serve at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, or by reason of any action alleged to have been taken or
omitted in such capacity, against costs, charges and expenses (including
attorneys' fees) actually and reasonably incurred by him or on his behalf in
connection with the defense or settlement of such action or suit and any appeal
therefrom, 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 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 to the corporation
unless and only to the extent that the Court of Chancery of Delaware or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of such liability but in view of all the
circumstances of the case,





                                      -29-
<PAGE>   34
such person is fairly and reasonably entitled to indemnity for such costs,
charges and expenses which the Court of Chancery or such other court shall deem
proper.

            Section 3.  Indemnification for Costs, Charges, and Expenses of
Successful Party.  Notwithstanding the other provisions of this Article, to the
extent that a director, officer, employee or agent of the corporation has been
successful on the merits or otherwise, including, without limitation, the
dismissal of an action without prejudice, in defense of any action, suit or
proceeding referred to in Sections 1 and 2 of this Article, or in defense of
any claim, issue or matter therein, he shall be indemnified against all costs,
charges and expenses (including attorneys' fees) actually and reasonably
incurred by him or on his behalf in connection therewith.

            Section 4.  Determination of Right to Indemnification.  Any
indemnification under Sections 1 and 2 of this Article (unless ordered by a
court) shall be paid by the corporation unless a determination is made (1) 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 (2) 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 (3)
by the vote of the holders of a majority of the voting power of all of the
shares entitled to vote thereon, that indemnification of the director, officer,
employee or agent is not proper in the circumstances because he has not met the
applicable standard of conduct set forth in Sections 1 and 2 of this Article.

            Section 5.  Advance of Costs, Charges and Expenses.  Costs, charges
and expenses (including attorneys' fees) incurred by a





                                      -30-
<PAGE>   35
person referred to in Sections 1 and 2 of this Article in defending a civil or
criminal action, suit or proceeding shall be paid by the corporation in advance
of the final disposition of such action, suit or proceeding; provided, however,
that the payment of such costs, charges and expenses incurred by a director or
officer in his capacity as a director or officer (and not in any other capacity
in which service was or is rendered by such person while a director or officer)
in advance of the final disposition of such action, suit or proceeding shall be
made only upon receipt of an undertaking by or on behalf of the director or
officer to repay all amounts so advanced in the event that it shall ultimately
be determined that such director or officer is not entitled to be indemnified
by the corporation as authorized in this Article.  Such costs, charges and
expenses incurred by other employees and agents may be so paid upon such terms
and conditions, if any, as the Board of Directors deems appropriate.  The Board
of Directors may, in the manner set forth above, and upon approval of such
director, officer, employee or agent of the corporation, authorize the
corporation's counsel to represent such person, in any action, suit or
proceeding, whether or not the corporation is a party to such action, suit or
proceeding.

            Section 6.  Procedure for Indemnification.  Any indemnification
under Sections 1, 2 and 3, or advance of costs, charges and expenses under
Section 5 of this Article, shall be made promptly, and in any event within 60
days, upon the written request of the director, officer, employee or agent.
The right to indemnification or advances as granted by this Article shall be
enforceable by the director, officer, employee or agent in any court of
competent jurisdiction, if the corporation denies such





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<PAGE>   36
request, in whole or in part, or if no disposition thereof is made within 60
days.  Such person's costs and expenses incurred in connection with
successfully establishing his right to indemnification, in whole or in part, in
any such action shall also be indemnified by the corporation.  It shall be a
defense to any such action (other than an action brought to enforce a claim for
the advance of costs, charges and expenses under Section 5 of this Article
where the required undertaking, if any, has been received by the corporation)
that the claimant has not met the standard of conduct set forth in Sections 1
or 2 of this Article, but the burden of proving such defense shall be on the
corporation. Neither the failure of the corporation (including its Board of
Directors, its independent legal counsel, and its stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he has met the applicable
standard of conduct set forth in Sections 1 or 2 of this Article, nor the fact
that there has been an actual determination by the corporation (including its
Board of Directors, its independent legal counsel, and its stockholders) that
the claimant has not met such applicable standard of conduct, shall be a
defense to the action or create a presumption that the claimant has not met the
applicable standard of conduct.

            Section 7.  Other Rights; Continuation of Right to Indemnification.
The indemnification and advancement of costs, charges and expenses provided by
this Article shall not be deemed exclusive of any other rights to which a
person seeking indemnification or advancement of costs, charges and expenses
may be entitled under any law (common or statutory), other Bylaw provision,
agreement, vote of stockholders or disinterested





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<PAGE>   37
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding office or while employed by or acting
as agent for the corporation, and shall continue as to a person who has ceased
to be a director, officer, employee or agent as to actions taken while he was
such a director, officer, employee or agent, and shall inure to the benefit of
the estate, heirs, executors and administrators of such person.  All rights to
indemnification under this Article shall be deemed to be a contract between the
corporation and each director, officer, employee or agent of the corporation
who serves or served in such capacity at any time while this Article is in
effect.  Any repeal or modification of this Article or any repeal or
modification of relevant provisions of the Delaware General Corporation Law or
any other applicable laws shall not in any way diminish any rights to
indemnification of such director, officer, employee or agent or the obligations
of the corporation arising hereunder.

            Section 8.  Extent of Indemnification.  In addition to the specific
indemnification provided for herein, the corporation shall indemnify each
person who is or was or has agreed to become a director, officer, employee or
agent of the corporation, or is or was serving or has agreed to serve at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, to the
fullest extent authorized or permitted (i) by the General Corporation Law of
Delaware, or any other applicable law, or by any amendment thereof or other
statutory provisions in effect on the date hereof, or (ii) by the corporation's
Certificate of Incorporation as in effect on the date hereof.  The corporation
shall also advance expenses to any of the foregoing individuals to





                                      -33-
<PAGE>   38
the fullest extent authorized or permitted (i) by the General Corporation Law
of Delaware, or any other applicable law, or by any amendment thereof or other
statutory provision in effect on the date hereof, or (ii) by the corporation's
Certificate of Incorporation as in effect on the date hereof.

            Section 9.  Insurance.  Notwithstanding the foregoing, the
corporation shall have the power to purchase and maintain insurance on behalf
of any person who is or was or has agreed to become 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 or on his behalf 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.

            Section 10.  Savings Clause.  If this Article or any portion hereof
shall be invalidated on any ground by any court of competent jurisdiction, then
the corporation shall nevertheless indemnify each director, officer, employee
and agent of the corporation as to costs, charges and expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement with respect
to any action, suit or proceeding, whether civil, criminal, administrative or
investigative, including an action by or in the right of the corporation, to
the full extent permitted by any applicable portion of this Article that shall
not have been invalidated and to the full extent permitted by applicable law.





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<PAGE>   39
                                  ARTICLE XII

                                   AMENDMENTS

            The initial Bylaws of the corporation shall be adopted by the Board
of Directors.  The power to alter, amend, or repeal the Bylaws or adopt new
Bylaws, subject to repeal or change by action of the stockholders, is vested in
the Board of Directors.  Thus, these Bylaws may be altered, amended, or
repealed or new Bylaws may be adopted by the affirmative vote of a majority of
the Board of Directors at any regular or special meeting of the Board, subject
to repeal or change at any regular or special meeting of stockholders at which
a quorum is present or represented by the affirmative vote of not less than
two-thirds of the voting power of all of the shares entitled to vote at such
meeting, voting together as a single class, and present or represented thereat,
provided notice of the proposed repeal or change is contained in the notice of
such meeting of stockholders.





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