
<PAGE>   1
                                                                     Exhibit 3.2


                       SECOND AMENDED AND RESTATED BYLAWS

                                       OF

                        AIRNET COMMUNICATIONS CORPORATION


                                   ARTICLE 1.

                                     OFFICES

            SECTION 1.01. Registered Office. The registered office of the
Corporation in the State of Delaware shall be at 1013 Centre Road, in the City
of Wilmington, County of New Castle 19805. The name of its registered agent in
charge thereof shall be the Corporation Service Company.

            SECTION 1.02. Other Offices. The Corporation may also have an office
in the State of Florida, and at such other place or places either within or
without the State of Delaware as the Board of Directors may from time to time
determine or the business of the Corporation require.

                                   ARTICLE 2.

                            MEETINGS OF STOCKHOLDERS

            SECTION 2.01. Place of Meetings. All meetings of the Stockholders of
the Corporation shall be held at such place either within or without the State
of Delaware as shall be fixed by the Board of Directors and specified in the
respective notices or waivers of notice of said meetings.

            SECTION 2.02. Annual Meetings.

            (a) The annual meeting of the stockholders for the election of
directors and for the transaction of such other business as may come before the
meeting shall be held at the principal office of the Corporation, or such place
as shall be fixed by the Board of Directors, at 3:00 in the afternoon, local
time, on the third Wednesday in June in each year, if not a legal holiday at the
place where such meeting is to be held, and if a legal holiday, then on the next
succeeding business day not a legal holiday at the same hour.

            (b) In respect of the annual meeting for any particular year the
Board of Directors may, by resolution, fix a different day, time or place
(either within or without the State of Delaware) for the annual meeting.

            (c) If the election of directors shall not be held on the day
designated herein or the day fixed by the Board, as the case may be, for any
annual meeting, or on the day of any


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adjourned session thereof, the Board of Directors shall cause the election to be
held at a special meeting as soon thereafter as conveniently may be. At such
special meeting the stockholders may elect the directors and transact other
business with the same force and effect as at an annual meeting duly called and
held.

            (d) At an annual meeting of the stockholders of the Corporation,
only such business shall be conducted as shall have been properly brought before
such meeting. To be properly brought before an annual meeting, business must be
(i) specified in the notice of such meeting (or any supplement thereto) given by
or at the direction of the Board of Directors, (ii) otherwise properly brought
before such meeting by or at the direction of the Board of Directors, or (iii)
otherwise properly brought before such meeting by a stockholder. Without
limiting the foregoing, for business to be properly brought before an annual
meeting by a stockholder, such stockholder must have given timely notice thereof
in writing to the Secretary of the Corporation. To be timely, such stockholder's
notice must be delivered in writing either by personal delivery or by registered
or certified mail, return receipt requested, to the principal executive offices
of the Corporation (addressed to the Secretary) not less than one hundred twenty
(120) calendar days prior to the anniversary date of the release of the
Corporation's proxy statement to its stockholders in connection with the
preceding year's annual meeting of its stockholders, except that if no annual
meeting of its stockholders was held in the previous year or the date of the
annual meeting of its stockholders has been changed by more than sixty (60)
calendar days from the anniversary of the annual meeting of its stockholders
stated in the previous year's proxy statement, a proposal of a stockholder shall
be received by the Corporation a reasonable time before the solicitation is
made. Such stockholder's notice shall set forth, as to each matter such
stockholder proposes to bring before an annual meeting, (i) a brief description
of the business desired to be brought before such annual meeting and the reasons
for conducting such business at the annual meeting, (ii) a representation that
such stockholder is a holder of record of stock of the Corporation entitled to
vote with respect to such business and that such stockholder intends to appear
in person or by proxy at the annual meeting to move the consideration of such
business, (iii) the name and address, as they appear on the Corporation's books,
of the stockholder proposing such business, (iv) the class and number of shares
of stock of the Corporation which are beneficially owned by such stockholder,
and (v) any interest of such stockholder in such business. Notwithstanding
anything in the Bylaws of the Corporation to the contrary, no business shall be
conducted at an annual meeting except in accordance with the procedures set
forth in this Section 2.02. The Chairman of an annual meeting may refuse to
acknowledge a motion to consider any business that he/she determines was not
made in compliance with the foregoing procedures and if he/she should so
determine and declare to such meeting, then any such business not properly
brought before such meeting shall not be transacted.

            (e) Only persons who are nominated in accordance with the procedures
set forth in this Section 2.02, shall be eligible for election as directors.
Without limiting the foregoing, nomination of persons for election to the Board
of Directors may be made at a meeting of stockholders (i) by or at the direction
of the Board of Directors or any nominating or similar committee thereof, or
(ii) by any stockholder entitled to vote for the election of directors of the
Corporation at such meeting who complies with the notice procedures set forth in
this Section 2.02. Such nominations, other than those made by or at the
direction of the Board of


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Directors or any nominating or similar committee thereof, 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 in writing either by personal delivery
or by registered or certified mail, return receipt requested, to the principal
executive offices of the Corporation (addressed to the Secretary) not less than
one hundred twenty (120) calendar days prior to the anniversary date of the
release of the Corporation's proxy statement to its stockholders in connection
with the preceding year's annual meeting of its stockholders, except that if no
annual meeting of its stockholders was held in the previous year or the date of
the annual meeting of its stockholders has been changed by more than sixty (60)
calendar days from the anniversary of the annual meeting of its stockholders
stated in the previous year's proxy statement, a proposal of a stockholder shall
be received by the Corporation a reasonable time before the solicitation is
made. Such stockholder's notice shall set forth (i) as to each person whom such
stockholder proposes to nominate for election or re-election as a director (A)
the name, age, business address and residence address of such nominee, (B) the
principal occupation or employment of such nominee, (C) the class and number of
shares of the Corporation, if any, which are beneficially owned by such nominee,
(D) a description of all arrangements or understandings between such stockholder
and each nominee and any other person or persons (naming such person or persons)
pursuant to which such nomination is made by such stockholder, and (E) any other
information relating to such nominee that is required to be disclosed in
solicitations of proxies for election of directors, or as otherwise required, in
each case, pursuant to Regulation 14A under the Securities Exchange Act of 1934,
as amended (including, without limitation, such nominee's written consent to
being named in the proxy statement as a nominee and to serving as a director of
the Corporation if elected); and (ii) as to such stockholder (A) the name and
address, as they appear on the Corporation's books, of such stockholder, (B) a
representation that such stockholder is a holder of record of stock of the
Corporation entitled to vote at such meeting and that such stockholder intends
to appear in person or by proxy at such meeting to nominate the person or
persons specified in such notice, and (C) the class and number of shares of
stock of the Corporation 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 of the Corporation shall furnish to the
Secretary of the Corporation that information required to be set forth in a
stockholder's notice of nomination, as provided above in this clause (e), which
pertains to such nominee. No person shall be eligible for election as a director
of the Corporation unless nominated in accordance with the procedures set forth
in this Section 2.02. The chairman of the meeting may refuse to acknowledge a
motion to consider any nominee as a director that he/she determines was not made
in compliance with the foregoing procedures and if he/she should so determine
and declare to such meeting, then the defective nomination shall be disregarded.

            SECTION 2.03. Special Meetings. A special meeting of the
stockholders for any purpose or purposes may be called at any time by the
Chairman of the Board, the President or by order of the Board of Directors and
must be called by the Secretary upon the request in writing of any
stockholder(s) holding of record at least fifty percent (50%) of the outstanding
shares of stock of the Corporation entitled to vote at such meeting.


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            SECTION 2.04. Notice of Meetings.

            (a) Except as otherwise required by statute, notice of each annual
or special meeting of the stockholders shall be given to each stockholder of
record entitled to vote at such meeting not less than ten days nor more than
fifty days before the day on which the meeting is to be held by delivering
written notice thereof to him or her personally or by mailing such notice,
postage prepaid, addressed to him or her at his or her post-office address last
shown in the records of the Corporation or by transmitting notice thereof to him
or her at such address by telegraph, cable or any other available method. Every
such notice shall state the time and place of the meeting and, in case of a
special meeting, shall state briefly the purposes thereof.

            (b) Notice of any meeting of stockholders shall not be required to
be given to any stockholder who shall attend such meeting in person or by proxy
or who shall in person or by attorney thereunto authorized, waive such notice in
writing or by telegraph, cable or any other available method either before or
after such meeting. Notice of any adjourned meeting of the stockholders shall
not be required to be given except when expressly required by law.

            SECTION 2.05. Quorum.

            (a) At each meeting of the stockholders, except where otherwise
provided by statute, the Certificate of Incorporation of the Corporation (the
"Certificate of Incorporation") or these By-Laws, the holders of record of a
majority of the issued and outstanding shares of stock of the Corporation
entitled to vote at such meeting, present in person or represented by proxy,
shall constitute a quorum for the transaction of business.

            (b) In the absence of a quorum, a majority in interest of the
stockholders of the Corporation entitled to vote, present in person or
represented by proxy or, in the absence of all such stockholders, any officer
entitled to preside at, or act as secretary of, such meeting, shall have the
power to adjourn the meeting from time to time, until stockholders holding the
requisite amount of stock shall be present or represented. At any such adjourned
meeting at which a quorum shall be present any business may be transacted which
might have been transacted at the meeting as originally called.

            SECTION 2.06. Organization. At each meeting of the stockholders, the
Chairman of the Board, or in his or her absence, the President, any Vice
President, or any other officer designated by the Board of Directors, shall act
as chairman, and the Secretary or an Assistant Secretary of the Corporation, or
in the absence of the Secretary and all Assistant Secretaries, a person whom the
chairman of such meeting shall appoint shall act as secretary of the meeting and
keep the minutes thereof.

            SECTION 2.07. Voting.

            (a) Except as otherwise provided by law or by the Certificate of
Incorporation or these By-Laws, at every meeting of the stockholders each
stockholder shall be entitled to one


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vote, in person or by proxy, for each share of capital stock of the Corporation
registered in his or her name on the books of the Corporation:

                      (i)  on the date fixed pursuant to Section 9.03 of these
            By-Laws as the record date for the determination of stockholders
            entitled to vote at such meeting; or

                      (ii) if no such record date shall have been fixed, then
            the record date shall be at the close of business on the day next
            preceding the day on which notice of such meeting is given.

            (b) Persons holding stock in a fiduciary capacity shall be entitled
to vote the shares so held. In the case of stock held jointly by two or more
executors, administrators, guardians, conservators, trustees or other
fiduciaries, such fiduciaries may designate in writing one or more of their
number to represent such stock and vote the shares so held, unless there is a
provision to the contrary in the instrument, if any, defining their powers and
duties.

            (c) Persons whose stock is pledged shall be entitled to vote thereon
until such stock is transferred on the books of the Corporation to the pledgee,
and thereafter only the pledgee shall be entitled to vote.

            (d) Any stockholder entitled to vote may do so in person or by his
or her proxy appointed by an instrument in writing subscribed by such
stockholder or by his or her attorney thereunto authorized, or by a telegram,
cable or any other available method delivered to the secretary of the meeting;
provided, however, that no proxy shall be voted after three years from its date,
unless said proxy provides for a longer period.

            (e) At all meetings of the stockholders, all matters (except where
other provision is made by law or by the Certificate of Incorporation or these
By-Laws) shall be decided by the vote of a majority in interest of the
stockholders entitled to vote thereon, present in person or by proxy, at such
meeting, a quorum being present. The vote upon any matter, including the
election of directors, need not be by written ballot.

            SECTION 2.08. Inspectors. The chairman of the meeting may at any
time appoint one or more inspectors to serve at a meeting of the stockholders.
Such inspectors shall decide upon the qualifications of voters, accept and count
the votes for and against the questions presented, report the results of such
votes, and subscribe and deliver to the secretary of the meeting a certificate
stating the number of shares of stock issued and outstanding and entitled to
vote thereon and the number of shares voted for and against the questions
presented. The inspectors need not be stockholders of the Corporation, and any
director or officer of the Corporation may be an inspector on any question other
than a vote for or against his or her election to any position with the
Corporation or on any other question in which he or she may be directly
interested. Before acting as herein provided, each inspector shall subscribe an
oath faithfully to execute the duties of an inspector with strict impartiality
and according to the best of his or her ability.


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            SECTION 2.09. List of Stockholders.

            (a) It shall be the duty of the Secretary or other officer of the
Corporation who shall have charge of its stock ledger to prepare and make, or
cause to be prepared and made, at least ten days before every meeting of the
stockholders, a complete list of the stockholders entitled to vote thereat,
arranged in alphabetical order and showing the address of each stockholder and
the number of shares registered in the name of such stockholder. Such list shall
be open during ordinary business hours to the examination of any stockholder for
any purpose germane to the meeting for a period of at least ten days prior to
the election, 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.

            (b) Such list shall 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.

            (c) The stock ledger shall be conclusive evidence as to who are the
stockholders entitled to examine the stock ledger and the list of stockholders
required by this Section 2.09 on the books of the Corporation or to vote in
person or by proxy at any meeting of stockholders.

                                   ARTICLE 3.

                               BOARD OF DIRECTORS

            SECTION 3.01. General Powers. The business, property and affairs of
the Corporation shall be managed by the Board of Directors.

            SECTION 3.02. Number, Qualifications, Terms and Removal from Office.

            (a) The number of directors of the Corporation on the date of
adoption of these Bylaws shall be nine (9); provided, however, that upon the
closing of a Qualified Public Offering (as defined in the Certificate of
Incorporation), the number of directors of the Corporation shall be as set forth
in one or more resolutions adopted by the Board of Directors of the Corporation
and the directors shall be divided into three classes, as nearly equal in number
as possible, designated as Class I, Class II, and Class III, respectively, and
assigned to such classes in accordance with a resolution or resolutions adopted
by the Board of Directors. At the first annual meeting of stockholders following
the closing of a Qualified Public Offering, (i) the Class I directors shall be
nominated for election for a full term of three years, (ii) the Class II
directors shall be nominated for election for a term of two years, and (iii) the
Class III directors shall be nominated for election for a term of one year. At
each succeeding annual meeting of stockholders, directors shall be elected for a
full term of three years to succeed the directors of the class whose terms
expire at such annual meeting. The number of directors of the Corporation may be
increased or decreased by resolution of the Board of Directors of the
Corporation. All directors of the Corporation shall hold office for the term for
which they are elected or until their successors shall have been elected and
qualified, whichever period is longer. The directors of the Corporation need not
be residents of the State of Delaware.


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            (b) A director need not be a stockholder.


            (c) Except as otherwise contemplated by the Certificate of
Incorporation, vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, though less than a quorum, or by a sole remaining
director, and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify, unless
sooner displaced. If there are no directors in office, then an election of
directors may be held in the manner provided by statute. Except as otherwise
contemplated by the Certificate of Incorporation, whenever the holders of any
class or classes of stock or series thereof are entitled to elect one or more
directors by the provisions of the Certificate of Incorporation, vacancies and
newly created directorships of such class or classes or series may be filled by
a majority of the directors elected by such class or classes or series thereof
then in office, or by a sole remaining director so elected. If, at the time of
filling any vacancy or any newly created directorship, the directors then in
office shall constitute less than a majority of the whole board (as constituted
immediately prior to any such increase), the Court of Chancery may, upon
application of any stockholder or stockholders holding at least ten percent of
the total number of the shares at the time outstanding, on a common equivalent
basis, having the right to vote for such directors, summarily order an election
to be held to fill any such vacancies or newly created directorships, or to
replace the directors chosen by the directors then in office.


            SECTION 3.03. Quorum and Manner of Acting.

            (a) Except as otherwise provided by statute or by the Certificate of
Incorporation, a majority of the directors at the time in office shall
constitute a quorum for the transaction of business at any meeting and the
affirmative action of a majority of the directors present at any meeting at
which a quorum is present shall be required for the taking of any action by the
Board of Directors.

            (b) In the event one or more of the directors shall be disqualified
to vote at such meeting, then the required quorum shall be reduced by one for
each such director so disqualified; provided, however, that in no event shall
the quorum as adjusted be less than one third of the total number of directors.

            (c) In the absence of a quorum at any meeting of the Board such
meeting need not be held; or a majority of the directors present thereat or, if
no director be present, the Secretary may adjourn such meeting from time to time
until a quorum shall be present. Notice of any adjourned meeting need not be
given.

            SECTION 3.04. Offices, Place of Meeting and Records. The Board of
Directors may hold meetings, have an office or offices and keep the books and
records of the Corporation at such place or places within or without the State
of Delaware as the Board may from time to time determine. The place of meeting
shall be specified or fixed in the respective notices or waivers


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of notice thereof, except where otherwise provided by statute, by the
Certificate of Incorporation or these By-Laws.

            SECTION 3.05. Annual Meeting. The Board of Directors shall meet for
the purpose of organization, the election of officers and the transaction of
other business, as soon as practicable following each annual election of
directors. Such meeting shall be called and held at the place and time specified
in the notice or waiver of notice thereof as in the case of a special meeting of
the Board of Directors.

            SECTION 3.06. Regular Meetings. Regular meetings of the Board of
Directors shall be held at such places and at such times as the Board shall from
time to time by resolution determine. If any day fixed for a regular meeting
shall be a legal holiday at the place where the meeting is to be held, then the
meeting which would otherwise be held on that day shall be held at said place at
the same hour on the next succeeding business day. Notice of regular meetings
need not be given.

            SECTION 3.07. Special Meetings; Notice. Special meetings of the
Board of Directors shall be held whenever called by the Chairman of the Board,
the President or by any two (2) of the directors. Notice of each such meeting
shall be mailed to each director, addressed to him or her at his or her
residence or usual place of business, at least two days before the day on which
the meeting is to be held, or shall be sent to him or her at his or her
residence or at such place of business by telegraph, cable or other available
means, or shall be delivered personally or by telephone, not later than one day
before the day on which the meeting is to be held. Each such notice shall state
the time and place of the meeting but need not state the purposes thereof except
as otherwise herein expressly provided. Notice of any such meeting need not be
given to any director, however, if waived by him or her in writing or by
telegraph, cable or otherwise, whether before or after such meeting shall be
held, or if he or she shall be present at such meeting.

            SECTION 3.08. Organization. At each meeting of the Board of
Directors, the Chairman of the Board, or in his or her absence, the President
or, in his or her absence, a director chosen by a majority of the directors
present, shall act as chairman. The Secretary or, in his or her absence an
Assistant Secretary or, in the absence of the Secretary and all Assistant
Secretaries, a person whom the chairman of such meeting shall appoint shall act
as secretary of such meeting and keep the minutes thereof.

            SECTION 3.9. Order of Business. At all meetings of the Board of
Directors business shall be transacted in the order determined by the Board.

            SECTION 3.10. Resignation. Any director of the Corporation may
resign at any time by giving written notice of his or her resignation to the
Board of Directors, the Chairman of the Board, the President, any Vice President
or the Secretary of the Corporation. Such resignation shall take effect at the
date of receipt of such notice or at any later time specified therein; and,
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.


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            SECTION 3.11. Compensation. Each director, in consideration of
serving as such, who is neither an employee of nor a compensated consultant to
the Corporation, shall be entitled to receive from the Corporation such amount
per annum or such fees for attendance at directors' meetings, or both, as the
Board of Directors shall from time to time determine. Each director shall be
entitled to reimbursement for the reasonable expenses incurred by him or her in
connection with the performance of his or her duties; provided that nothing
herein contained shall be construed to preclude any director from serving the
Corporation or its subsidiaries in any other capacity and receiving proper
compensation therefor.

                                   ARTICLE 4.

                                   COMMITTEES

            SECTION 4.01. Executive Committee. The Board of Directors may, by
resolution or resolutions passed by a majority of the whole Board, appoint an
Executive Committee to consist of two or more members of the Board of Directors,
including the President, and shall designate one of the members as its chairman.

            Each member of the Executive Committee shall hold office, so long as
he or she shall remain a director, until the first meeting of the Board of
Directors held after the next annual election of directors and until his or her
successor is duly appointed and qualified. The chairman of the Executive
Committee or, in his or her absence, a member of the Committee chosen by a
majority of the members present shall preside at meetings of the Executive
Committee and the Secretary or an Assistant Secretary of the Corporation, or
such other person as the Executive Committee shall from time to time determine,
shall act as secretary of the Executive Committee.

            The Board of Directors, by action of the majority of the whole
Board, shall fill vacancies in the Executive Committee.

            SECTION 4.02. Powers. During the intervals between the meetings of
the Board of Directors, the Executive Committee shall have and may exercise all
of the powers of the Board of Directors in all cases in which specific
directions shall not have been given by the Board of Directors.

            SECTION 4.03. Procedure; Meetings; Quorum. The Executive Committee
shall fix its own rules of procedure subject to the approval of the Board of
Directors, and shall meet at such times and at such place or places as may be
provided by such rules. At every meeting of the Executive Committee the presence
of a majority of all the members shall be necessary to constitute a quorum and
the affirmative vote of a majority of the members present shall be necessary for
the adoption by it of any resolution. In the absence of a quorum at any meeting
of the Executive Committee such meeting need not be held, or a majority of the
members present thereat or, if no members be present, the secretary of the
meeting may adjourn such meeting from time to time until a quorum be present.


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            SECTION 4.04. Compensation. Each member of the Executive Committee
shall be entitled to receive from the Corporation reimbursement for the
reasonable expenses incurred by him or her in connection with the performance of
his or her duties, and, with respect to any member of the Executive Committee
who is neither an employee of nor compensated consultant to the Corporation,
such fee, if any, as shall be fixed from time to time by the Board of Directors.

            SECTION 4.05. Nominating Committee. The Board of Directors may, by
resolution or resolutions passed by a majority of the whole Board, appoint an
Nominating Committee to consist of two or more members of the Board of
Directors, including the President, and shall designate one of the members as
its chairman.

            Each member of the Nominating Committee shall hold office, so long
as he or she shall remain a director, until the first meeting of the Board of
Directors held after the next annual election of directors and until his or her
successor is duly appointed and qualified. The chairman of the Nominating
Committee or, in his or her absence, a member of the Committee chosen by a
majority of the members present shall preside at meetings of the Nominating
Committee and the Secretary or an Assistant Secretary of the Corporation, or
such other person as the Nominating Committee shall from time to time determine,
shall act as secretary of the Nominating Committee.

            The Board of Directors, by action of the majority of the whole
Board, shall fill vacancies in the Nominating Committee.

            SECTION 4.06. Powers. The Nominating Committee shall have the power
to nominate such persons as it may determine to stand for election to the Board
of Directors, all in accordance with the Certificate of Incorporation and
By-Laws.

            SECTION 4.07. Procedure; Meetings; Quorum. The Nominating Committee
shall fix its own rules of procedure subject to the approval of the Board of
Directors, and shall meet at such times and at such place or places as may be
provided by such rules. At every meeting of the Nominating Committee the
presence of a majority of all the members shall be necessary to constitute a
quorum and the affirmative vote of a majority of the members present shall be
necessary for the adoption by it of any resolution. In the absence of a quorum
at any meeting of the Nominating Committee such meeting need not be held, or a
majority of the members present thereat or, if no members be present, the
secretary of the meeting may adjourn such meeting from time to time until a
quorum be present.

            SECTION 4.08. Compensation. Each member of the Nominating Committee
shall be entitled to receive from the Corporation reimbursement for the
reasonable expenses incurred by him or her in connection with the performance of
his or her duties, and, with respect to any member of the Nominating Committee
who is neither an employee of nor compensated consultant to the Corporation,
such fee, if any, as shall be fixed from time to time by the Board of Directors.


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            SECTION 4.09. Other Board Committees. The Board of Directors may
from time to time, by resolution passed by a majority of the whole Board,
designate one or more committees in addition to the Executive Committee and
Nominating Committee, each committee to consist of two or more of the directors
of the Corporation. Any such committee, to the extent provided in the resolution
or in the By-Laws of the Corporation, shall have and may exercise the powers of
the Board of Directors in the management of the business and affairs of the
Corporation, including the power or authority to authorize the issuance of
stock, 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 under Section 251 or 252 of the Delaware General
Corporation Law ("DGCL"), 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, amending the By-Laws of the Corporation, declaring
a dividend, or adopting a certificate of ownership and merger pursuant to
Section 253 of the DGCL. 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. Each committee so formed shall keep regular minutes of its
meetings and report the same to the Board of Directors when required.

            A majority of all the members of any such committee may determine
its action and fix the time and place of its meetings, unless the Board of
Directors shall otherwise provide. The Board of Directors shall have power to
change the members of any committee at any time, to fill vacancies and to
discharge any such committee, either with or without cause, at any time.

            SECTION 4.10. Alternates. The Chairman of the Board or the President
may designate one or more directors as alternate members of any committee who
may act in the place and stead of members who temporarily cannot attend any such
meeting.

            SECTION 4.11. Additional Committees. The Board of Directors may from
time to time create such additional committees of directors, officers, employees
or other persons designated by it (or any combination of such persons) for the
purpose of advising the Board, the Executive Committee and the officers and
employees of the Corporation in all such matters as the Board shall deem
advisable and with such functions and duties as the Board shall by resolutions
prescribe.

            A majority of all the members of any such committee may determine
its action and fix the time and place of its meetings, unless the Board of
Directors shall otherwise provide. The Board of Directors shall have the power
to change the members of any committee at any time, to fill vacancies and to
discharge any such committee, either with or without cause, at any time.


                                      -11-
<PAGE>   12

                                   ARTICLE 5.

                                ACTION BY CONSENT

            SECTION 5.01. Consent by Directors. 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 prior to such action a written consent thereto
is signed by all members of the Board or of such committee, as the case may be,
and such written consent is filed with the minutes of the proceedings of the
Board or such committee.

            SECTION 5.02. Consent of Stockholders. Any action required to be
taken at any annual or special meeting of stockholders of the Corporation, or
any action which may be taken at any annual or special meeting of such
stockholders, may be taken without a meeting, without prior notice and without a
vote, if a consent or consents in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and
voted. Every written consent shall bear the date of signature of each
stockholder who signs the consent and no written consent shall be effective to
take the corporate action referred to therein unless, within sixty days of the
earliest dated consent delivered in the manner required above to the
Corporation, written consents signed by a sufficient number of holders to take
action are delivered to the Corporation by delivery to its registered office in
Delaware, its principal place of business, or an officer or agent of the
Corporation having custody of the book in which proceedings of meetings of
stockholders are recorded. Prompt notice of the taking of the corporate action
without a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.

                                   ARTICLE 6.

                                    OFFICERS

            SECTION 6.01. Number. The principal officers of the Corporation
shall be a President, a Secretary and a Treasurer. The Board of Directors may
also elect a Chairman of the Board and one or more Vice Presidents (the number
thereof and variations in title to be determined by the Board of Directors). In
addition, there may be such other or subordinate officers, agents and employees
as may be appointed in accordance with the provisions of Section 6.03.

            SECTION 6.02. Election, Qualifications and Term of Office. Each
officer of the Corporation, except such officers as may be appointed in
accordance with the provisions of Section 6.03, shall be elected annually by the
Board of Directors and shall hold office until a successor shall have been duly
elected and qualified, or until death, or until he or she shall have resigned or
shall have been removed in the manner herein provided.

            SECTION 6.03. Other Officers. The Corporation may have such other
officers, agents, and employees as the Board of Directors may deem necessary,
including a Controller, one or


                                      -12-
<PAGE>   13

more Assistant Controllers, one or more Assistant Treasurers and one or more
Assistant Secretaries, each of whom shall hold office for such period, have such
authority, and perform such duties as the Board of Directors may from time to
time determine. The Board of Directors may delegate to any principal officer the
power to appoint or remove any such subordinate officers, agents or employees.

            SECTION 6.04. Removal. Any officer may be removed, either with or
without cause, by the vote of a majority of the whole Board of Directors or,
except in case of any officer elected by the Board of Directors, by any
committee of officers upon whom the power of removal may be conferred by the
Board of Directors.

            SECTION 6.05. Resignation. Any officer may resign at any time by
giving written notice to the Board of Directors or the President. Any such
resignation shall take effect at the date of receipt of such notice or at any
later time specified therein; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

            SECTION 6.06. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled for
the unexpired portion of the term in the manner prescribed in these By-Laws for
regular election or appointment to such office.

            SECTION 6.07. Powers of Officers. The Board of Directors shall have
the authority to fix or limit the powers and authority of the officers of the
Corporation to conduct transactions between the Corporation and other parties,
contracts proposed to be entered into by or on behalf of the Corporation, and
all other areas of business operation in which the officers of the Corporation
may engage.

            SECTION 6.08. Chairman of the Board. The Chairman of the Board, if
one is elected, shall be a director and shall preside at all meetings of the
Board of Directors and shareholders. The Chairman shall have such specific
powers and duties as from time to time may be conferred or assigned by the Board
of Directors.

            SECTION 6.09. President. Subject to determination by the Board of
Directors, the President shall be the chief executive officer of the
Corporation, shall have general executive powers and shall have such specific
powers and duties as from time to time may be conferred upon or assigned to him
or her by the Board of Directors.

            SECTION 6.10. Vice President. Each Vice President shall have such
powers and perform such duties as the Board of Directors or the Executive
Committee may from time to time prescribe or as shall be assigned by the
President.

            SECTION 6.11. Treasurer. The Treasurer shall have charge and custody
of, and be responsible for, all funds and securities of the Corporation, and
shall deposit all such funds to the credit of the Corporation in such banks,
trust companies or other depositories as shall be selected in accordance with
the provisions of these By-Laws. The Treasurer shall disburse the funds of the
Corporation as may be ordered by the Board of Directors or the Executive
Committee,


                                      -13-
<PAGE>   14

making proper vouchers for such disbursements, and shall render to the Board of
Directors or the stockholders, whenever the Board may so require, a statement of
all transactions as Treasurer or the financial condition of the Corporation;
and, in general, the Treasurer shall perform all the duties as from time to time
may be assigned by the Board of Directors, any committee of the Board designated
by it so to act or the President.

            SECTION 6.12. Secretary. The Secretary shall record or cause to be
recorded in books provided for the purpose the minutes of the meetings of the
stockholders, the Board of Directors, and all committees of which a secretary
shall not have been appointed; shall see that all notices are duly given in
accordance with the provisions of these By-Laws and as required by law; shall be
custodian of all corporate records (other than financial) and of the seal of the
Corporation and see that the seal is affixed to all documents the execution of
which on behalf of the Corporation under its seal is duly authorized in
accordance with the provisions of these By-Laws; shall keep, or cause to be
kept, the list of stockholders as required by Section 2.09, which include the
post-office addresses of the stockholders and the number of shares held by them,
respectively, and shall make or cause to be made, all proper changes therein,
shall see that the books, reports, statements, certificates and all other
documents and records required by law are properly kept and filed; and, in
general, shall perform all duties incident to the office of Secretary and such
other duties as may from time to time be assigned by the Board of Directors, the
Executive Committee or the President.

            SECTION 6.13. Salaries. The salaries of the principal officers of
the Corporation shall be fixed from time to time by the Board of Directors or a
special committee thereof, and none of such officers shall be prevented from
receiving a salary by reason of the fact that he or she is a director of the
Corporation.

                                   ARTICLE 7.

                   INDEMNIFICATION OF DIRECTORS, OFFICERS AND
                        OTHER AUTHORIZED REPRESENTATIVES

            SECTION 7.01. Indemnification of Authorized Representatives in Third
Party Proceedings. The Corporation shall indemnify any person who was or is an
authorized representative of the Corporation, and who was or is a party, or is
threatened to be made a party to any third party proceeding, by reason of the
fact that such person was or is an authorized representative of the Corporation,
against expenses, judgments, penalties, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such third
party proceeding if such person acted in good faith and in a manner such person
reasonably believed to be in, or not opposed to, the best interests of the
Corporation and, with respect to any criminal third party proceeding, had no
reasonable cause to believe such conduct was unlawful. The termination of any
third party proceeding by judgment, order, settlement, indictment, conviction or
upon a plea of nolo contendere or its equivalent, shall not of itself create a
presumption that the authorized representative did not act in good faith and in
a manner which such person reasonably believed to be in or not opposed to, the
best interests of the Corporation, and, with


                                      -14-
<PAGE>   15

respect to any criminal third party proceeding, had reasonable cause to believe
that such conduct was unlawful.

            SECTION 7.02. Indemnification of Authorized Representatives in
Corporate Proceedings. The Corporation shall indemnify any person who was or is
an authorized representative of the Corporation and who was or is a party or is
threatened to be made a party to any corporate proceeding, by reason of the fact
that such person was or is an authorized representative of the Corporation,
against expenses actually and reasonably incurred by such person in connection
with the defense or settlement of such corporate action if such person acted in
good faith and in a manner 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 or the court in which such corporate proceeding was pending
shall determine upon application that, despite the adjudication or liability but
in view of all the circumstances of the case, such authorized representative is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.

            SECTION 7.03. Mandatory Indemnification of Authorized
Representatives. To the extent that an authorized representative of the
Corporation has been successful on the merits or otherwise in defense of any
third party or corporate proceeding or in defense of any claim, issue or matter
therein, such person shall be indemnified against expenses actually and
reasonably incurred by such person in connection therewith.

            SECTION 7.04. Determination of Entitlement to Indemnification. Any
indemnification under Section 7.01, 7.02 or 7.03 of this Article (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 authorized representative
is proper in the circumstances because such person has either met the applicable
standard of conduct set forth in Section 7.01 or 7.02 or has been successful on
the merits or otherwise as set forth in Section 7.03 and that the amount
requested has been actually and reasonably incurred. Such determination shall be
made:

            (a) By the Board of Directors by a majority of a quorum consisting
of directors who were not parties to such third party or corporate proceeding,
or

            (b) If such a quorum is not obtainable, or, even if obtainable, a
majority vote of such a quorum so directs, by independent legal counsel in a
written opinion, or

            (c) By the stockholders.

            SECTION 7.05. Advancing Expenses. Expenses actually and reasonably
incurred in defending a third party or corporate proceeding may be paid on
behalf of an authorized representative by the Corporation in advance of the
final disposition of such third party or corporate proceeding upon receipt of an
undertaking by or on behalf of such authorized representative to repay such
amount if it shall ultimately be determined that such person is not


                                      -15-
<PAGE>   16

entitled to be indemnified by the Corporation as authorized in this Article. The
financial ability of such authorized representative to make such repayment shall
not be a prerequisite to the making of an advance.

            SECTION 7.06. Definitions. For purposes of this Article:

            (a) "authorized representative" shall mean a director or officer of
the Corporation, or a person serving at the request of the Corporation as a
director, officer, or trustee, of another Corporation, partnership, joint
venture, trust or other enterprise;

            (b) "Corporation" shall include, in addition to the resulting
corporation, any constituent Corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers, employees or agents, so that any person who is or was a
director, officer, employee or agent of such constituent 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, shall stand in the same position under the provisions
of this Article with respect to the resulting or surviving corporation as such
person would have with respect to such constituent corporation if its separate
existence had continued.

            (c) "corporate proceeding" shall mean any threatened, pending or
completed action or suit by or in the right of the Corporation to procure a
judgment in its favor or investigative proceeding by the Corporation;

            (d) "criminal third party proceeding" shall include any action or
investigation which could or does lead to a criminal third party proceeding;

            (e) "expenses" shall include attorneys' fees and disbursements;

            (f) "fines" shall include any excise taxes assessed on a person with
respect to an employee benefit plan;

            (g) "not opposed to the best interest of the Corporation" shall
include actions taken in good faith and in a manner the authorized
representative reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan;

            (h) "other enterprises" shall include employee benefit plans;

            (i) "party" shall include the giving of testimony or similar
involvement;

            (j) "serving at the request of the Corporation" shall include any
service as a director, officer or employee of the Corporation which imposes
duties on, or involves services by, such director, officer or employee with
respect to an employee benefit plan, its participants, or beneficiaries; and


                                      -16-
<PAGE>   17

            (k) "third party proceeding" shall mean 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.

            SECTION 7.07. Insurance. The Corporation may 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 or the obligation to
indemnify such person against such liability under the provisions of this
Article.

            SECTION 7.08. Scope of Article. The indemnification of authorized
representatives and advancement of expenses, as authorized by the preceding
provisions of this Article, shall not be deemed exclusive of any other rights to
which those seeking indemnification or advancement of expenses may be entitled
under any statute, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in an official capacity and as to action in another
capacity. The indemnification and advancement of expenses provided by or granted
pursuant to this Article shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be an authorized
representative and shall insure to the benefit of the heirs, executors and
administrators of such a person.

            SECTION 7.09. Reliance on Provisions. Each person who shall act as
an authorized representative of the Corporation shall be deemed to be doing so
in reliance upon the rights of indemnification provided by this Article.

                                   ARTICLE 8.

                 CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

            SECTION 8.01. Execution of Contracts. Unless the Board of Directors
or the Executive Committee shall otherwise determine, (a) the Chairman of the
Board, the President, any Vice President or the Treasurer, and (b) the Secretary
or any Assistant Secretary, may enter into any contract or execute any contract
or other instrument, the execution of which is not otherwise specifically
provided for, in the name and on behalf of the Corporation. The Board of
Directors, or any committee designated thereby with power so to act, except as
otherwise provided in these By-Laws, may authorize any other or additional
officer or officers or agent or agents of the Corporation, and such authority
may be general or confined to specific instances. Unless authorized so to do by
these By-Laws or by the Board of Directors or by any such committee, no officer,
agent or employee shall have any power or authority to bind the Corporation by
any contract or engagement or to pledge its credit or to render it liable
pecuniarily for any purpose or to any amount.


                                      -17-
<PAGE>   18

            SECTION 8.02. Loans. No loan shall be contracted on behalf of the
Corporation, and no evidence of indebtedness shall be issued, endorsed or
accepted in its name, unless authorized by the Board of Directors or Executive
Committee or other committee designated by the Board to act. Such authority may
be general or confined to specific instances. When so authorized, the officer or
officers thereunto authorized may effect loans and advances at any time for the
Corporation from any bank, trust company or other institution, or from any firm,
corporation or individual, and for such loans and advances may make, execute and
deliver promissory notes or other evidences of indebtedness of the Corporation,
and, when authorized as aforesaid, as security for the payment of any and all
loans, advances, indebtedness and liabilities of the Corporation, may mortgage,
pledge, hypothecate or transfer any real or personal property at any time owned
or held by the Corporation, and to that end execute instruments of mortgage or
pledge or otherwise transfer such property.

            SECTION 8.03. Checks, Drafts, etc. All checks, drafts, bills or
exchange or other orders for the payment of money, obligations, notes, or other
evidence of indebtedness, bills of lading, warehouse receipts and insurance
certificates of the Corporation, shall be signed or endorsed by such officer or
officers, agent or agents, attorney or attorneys, employee or employees, of the
Corporation as shall from time to time be determined by resolution of the Board
of Directors or Executive Committee or other committee designated by the Board
so to act.

            SECTION 8.04. Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositaries as the Board of Directors
or Executive Committee or other committee designated by the Board so to act may
from time to time designate, or as may be designated by any officer or officers
or agent or agents of the Corporation to whom such power may be delegated by the
Board of Directors or Executive Committee or other committee designated by the
Board so to act and, for the purpose of such deposit and for the purposes of
collection for the account of the Corporation may be endorsed, assigned and
delivered by any officer, agent or employee of the Corporation or in such other
manner as may from time to time be designated or determined by resolution of the
Board of Directors or Executive Committee or other committee designated by the
Board so to act.

            SECTION 8.05. Proxies in Respect of Securities of Other
Corporations. Unless otherwise provided by resolution adopted by the Board of
Directors or the Executive Committee or other committee so designated to act by
the Board, the President may from time to time appoint an attorney or attorneys
or agent or agents of the Corporation, in the name and on behalf of the
Corporation, to cast the votes that the Corporation may be entitled to cast as
the holder of stock or other securities in any other corporation, association or
trust any of whose stock or other securities may be held by the Corporation, at
meetings of the holders of the stock or other securities of such other
corporation, association or trust, or to consent in writing, in the name of the
Corporation as such holder, to any action by such other corporation, association
or trust, and may instruct the person or persons so appointed as to the manner
of casting such votes or giving such consent, and may execute or cause to be
executed in the name and on behalf of the Corporation and under its corporate
seal, or otherwise, all such written proxies or other instruments as he or she
may deem necessary or proper in the premises.


                                      -18-
<PAGE>   19

                                   ARTICLE 9.

                                BOOKS AND RECORDS

            SECTION 9.01. Place. The books and records of the Corporation may be
kept at such places within or without the State of Delaware as the Board of
Directors may from time to time determine. The stock record books and the blank
stock certificate books shall be kept by the Secretary or by any other officer
or agent designated by the Board of Directors.

            SECTION 9.02 Addresses of Stockholders. Each stockholder shall
furnish to the Secretary of the Corporation or to the transfer agent of the
Corporation an address at which notices of meetings and all other corporate
notices may be served upon or mailed to him, and if any stockholder shall fail
to designate such address, corporate notices may be served upon him or her by
mail, postage prepaid, to him or her at his or her post-office address last
known to the Secretary or to the transfer agent of the Corporation or by
transmitting a notice thereof to him or her at such address by telegraph, cable
or other available method.

            SECTION 9.03. Record Dates. The Board of Directors may fix in
advance a date, not exceeding sixty days preceding the date of any meeting of
stockholders, or the date for the payment of any dividend, or the date for the
allotment of any rights, or the date when any change or conversion or exchange
of capital stock of the Corporation shall go into effect, or a date in
connection with obtaining such consent, as a record date for the determination
of the stockholders entitled to notice of, and to vote at, any such meeting or
any adjournment thereof, or entitled to receive payment of any such dividend, or
to any such allotment of rights, or to exercise the rights in respect of any
change, conversion or exchange or capital stock of the Corporation, or to give
such consent, and in each such case such stockholders and only such stockholders
as shall be stockholders of record on the date so fixed shall be entitled to
notice of, or to vote at, such meeting and any adjournment thereof, or to
receive payment of such dividend, or to receive such allotment of rights, or to
exercise such rights or to give such consent, as the case may be,
notwithstanding any transfer of any stock on the books of the Corporation after
any such record date fixed as aforesaid.

            SECTION 9.04. Audit of Books and Accounts. The books and accounts of
the Corporation shall be audited at least once in each fiscal year by certified
public accountants of good standing selected by the Board of Directors.

                                   ARTICLE 10.

                            SHARES AND THEIR TRANSFER

            SECTION 10.01. Certificates of Stock. Every owner of stock of the
Corporation shall be entitled to have a certificate certifying the number of
shares owned by him or her in the Corporation and designating the class of stock
to which such shares belong, which shall otherwise be in such form as the Board
of Directors shall prescribe. Every such certificate shall


                                      -19-
<PAGE>   20

be signed by the President or a Vice President, and by the Treasurer or any
Assistant Treasurer or the Secretary or any Assistant Secretary of the
Corporation; provided, however, that where such certificate is signed or
countersigned by a transfer agent or registrar the signatures of such officers
of the Corporation and the seal of the Corporation may be in facsimile form. In
case any officer or officers who shall have signed, or whose facsimile signature
or signatures shall have been used on, any such certificate or certificates
shall cease to be such officer or officers of the Corporation, whether because
of death, resignation or otherwise, before such certificate or certificates
shall have been delivered by the Corporation, such certificate or certificates
may nevertheless be issued and delivered by the Corporation as though the person
or persons who signed such certificate or whose facsimile signature or
signatures shall have been used thereof had not ceased to be such officer or
officers of the Corporation.

            SECTION 10.02 Record. A record shall be kept of the name of the
person, firm or corporation owning the stock represented by each certificate for
stock of the Corporation issued, the number of shares represented by each such
certificate, and the date thereof, and, in case of cancellation, the date of
cancellation. The person in whose name shares of stock stand on the books of the
Corporation shall be deemed the owner thereof for all purposes as regards the
Corporation.

            SECTION 10.03. Transfer of Stock. Transfers of shares of the stock
of the Corporation shall be made only on the books of the Corporation by the
registered holder thereof, or by his or her attorney thereunto authorized, and
on the surrender of the certificate or certificates for such shares properly
endorsed.

            SECTION 10.04. Transfer Agent and Registrar; Regulations. The
Corporation shall, if and whenever the Board of Directors or Executive Committee
shall so determine, maintain one or more transfer offices or agencies, each in
charge of a transfer agent designated by the Board of Directors, where the
shares of the capital stock of the Corporation shall be directly transferable,
and also if and whenever the Board of Directors shall so determine, maintain one
or more by the Board of Directors, where such shares of stock shall be
registered. The Board of Directors may make such rules and regulations as it may
deem expedient, not inconsistent with these By-Laws, concerning the issue,
transfer and registration of certificates for shares of the capital stock of the
Corporation.

            SECTION 10.05. Lost, Destroyed or Mutilated Certificates. In case of
the alleged loss or destruction or the mutilation of a certificate representing
capital stock of the Corporation, a new certificate may be issued in place
thereof, in the manner and upon such terms as the Board of Directors may
prescribe.


                                      -20-
<PAGE>   21

                                   ARTICLE 11.

                                      SEAL

            The Board of Directors shall provide a corporate seal, which shall
be in the form of a circle and shall bear the name of the Corporation and the
state and year of incorporation.

                                   ARTICLE 12.

                                   FISCAL YEAR

            The fiscal year of the Corporation shall commence on the first day
of January and shall end on the last day of December in each year, except as
otherwise provided from time to time by the Board of Directors.

                                   ARTICLE 13.

                                WAIVER OF NOTICE

            Whenever any notice whatever is required to be given by statute,
these By-Laws or the Certificate of Incorporation, 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.

                                   ARTICLE 14.

                                   AMENDMENTS

            These By-Laws may be altered, amended or repealed or new By-Laws may
be adopted by the stockholders or by the Board of Directors, when such power is
conferred upon the Board of Directors by the Certificate of Incorporation, at
any regular meeting of the stockholders or of the Board of Directors or at any
special meeting of the stockholders or of the Board of Directors if notice of
such alteration, amendment, repeal or adoption of new By-Laws is contained in
the notice of such special meeting.


                                      -21-
