AMENDED AND RESTATED BY-LAWS
                                       OF
                               CLINICAL DATA, INC.
                            (A DELAWARE CORPORATION)
                           ADOPTED AS OF JUNE 20, 2005
 
                                   ARTICLE 1
 
                                  STOCKHOLDERS
 
     1.1 PLACE OF MEETINGS. All meetings of stockholders shall be held at such
place within or without the State of Delaware as may be designated from time to
time by the Board of Directors or the President or, if not so designated, at the
registered office of the corporation in Delaware.
 
     1.2 ANNUAL MEETING. The annual meeting of stockholders for the election of
directors and for the transaction of such other business as may properly be
brought before the meeting shall be held on the second Tuesday of September in
each year, at a time and place fixed by the Board of Directors or the President.
If this date shall fall upon a legal holiday at the place of the meeting, then
such meeting shall be held on the next succeeding business day at the same hour.
If no annual meeting is held in accordance with the foregoing provisions, the
Board of Directors shall cause the meeting to be held as soon thereafter as
convenient. If no annual meeting is held in accordance with the foregoing
provisions, a special meeting may be held in lieu of the annual meeting, and any
action taken at that special meeting shall have the same effect as if it had
been taken at the annual meeting, and in such case all references in these
By-Laws to the annual meeting of the stockholders shall be deemed to refer to
such special meeting.
 
     1.3 SPECIAL MEETINGS. Special meetings of stockholders may be called at any
time by the President or by the Board of Directors. The business transacted at
any special meeting of stockholders shall be limited to matters relating to the
purpose or purposes stated in the notice of meeting.
 
     1.4 NOTICE OF MEETINGS. Except as otherwise provided by law, written notice
of any meeting of stockholders, whether annual or special, shall be given not
less than 10 nor more than 60 days before the date of the meeting to each
stockholder entitled to vote at such meeting. The notices of all meetings shall
state the place, date and hour of the meeting. The notice of a special meeting
shall state, in addition, the purpose or purposes for which the meeting is
called. If mailed, notice is given when deposited in the United States mail,
postage prepaid, directed to the stockholder at his address as it appears on the
records of the corporation.
 
          1.4.1 Without limiting the manner by which notice otherwise may be
given effectively to stockholders, any notice to stockholders given by the
corporation under any provision of the law, the certificate of incorporation, or
the By-Laws shall be effective if given by a form of electronic transmission
consented to by the stockholder to whom the notice is given. Any such consent
shall be revocable by the stockholder by written notice to the corporation. Any
such consent shall be deemed revoked if (1) the corporation is unable to deliver
by electronic transmission 2 consecutive notices given by the corporation in
accordance with such consent and (2) such inability becomes known to the
 
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secretary or an assistant secretary of the corporation or to the transfer agent,
or other person responsible for the giving of notice; provided, however, the
inadvertent failure to treat such inability as a revocation shall not invalidate
any meeting or other action.
 
          1.4.2 Notice given pursuant to subsection 1.4.2 of this section shall
be deemed given: (1) if by facsimile telecommunication, when directed to a
number at which the stockholder has consented to receive notice; (2) if by
electronic mail, when directed to an electronic mail address at which the
stockholder has consented to receive notice; (3) if by a posting on an
electronic network together with separate notice to the stockholder of such
specific posting, upon the later of (A) such posting and (B) the giving of such
separate notice; and (4) if by any other form of electronic transmission, when
directed to the stockholder. An affidavit of the secretary or an assistant
secretary or of the transfer agent or other agent of the corporation that the
notice has been given by a form of electronic transmission shall, in the absence
of fraud, be prima facie evidence of the facts stated therein.
 
          1.4.3 An "electronic transmission" means any form of communication,
not directly involving the physical transmission of paper, that creates a record
that may be retained, retrieved and reviewed by a recipient thereof, and that
may be directly reproduced in paper form by such a recipient through an
automated process.
 
     1.5 VOTING LIST. The officer who has charge of the stock ledger of the
corporation shall prepare, at least 10 days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
10 days prior to the meeting, at a place within the city where the meeting is to
be held. Such place shall be specified in the notice for the meeting. The list
shall also be produced and kept at the time and place of the meeting during the
whole time of the meeting, and may be inspected by any stockholder who is
present.
 
     1.6 QUORUM. Except as otherwise provided by law, the Certificate of
Incorporation or these By-Laws, the holders of a majority of the shares of the
capital stock of the corporation issued and outstanding and entitled to vote at
the meeting (or if there are two or more classes of stock entitled to vote as
separate classes, then in the case of each such class, the holders of a majority
of the shares of such class issued and outstanding and entitled to vote at the
meeting), present in person or represented by proxy, shall constitute a quorum
for the transaction of any business of the corporation.
 
     1.7 ADJOURNMENTS. Any meeting of stockholders may be adjourned to any other
time and to any other place at which a meeting of stockholders may be held under
these By-Laws by the stockholders present or represented at the meeting and
entitled to vote, although less than a quorum, or, if no stockholder is present,
any officer entitled to preside at or to act as Secretary of such meeting. It
shall not be necessary to notify any stockholder of any adjournment of 30 days
or less if the time and place of the adjourned meeting are announced at the
meeting at which adjournment is taken, unless after the adjournment a new record
date is fixed for the adjourned meeting. Notice of the time and place shall be
duly given to all shareholders of record and entitled to vote at the adjourned
 
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meeting of any adjournment of more than 30 days. At the adjourned meeting, the
corporation may transact any business which might have been transacted at the
original meeting.
 
     1.8 VOTING AND PROXIES. Each stockholder shall have one vote for each share
of stock entitled to vote held of record by such stockholder and a proportionate
vote for each fractional share so held, unless otherwise provided in the
Certificate of Incorporation. Each stockholder of record entitled to vote at a
meeting of stockholders, or to express consent or dissent to corporate action in
writing without a meeting, may vote or express such consent or dissent in person
or may authorize another person or persons to vote or act for him or her by
written proxy executed by the stockholder or his authorized officer, director,
employee or agent and delivered to the Secretary of the corporation. No such
proxy shall be voted or acted upon after three years from the date of its
execution, unless the proxy expressly provides for a longer period.
 
     1.9 NOMINATIONS OF DIRECTORS. Nominations of candidates for election as
directors at any annual meeting of stockholders may be made (i) by, or at the
direction of, a majority of the Board of Directors or (ii) by any stockholder of
record entitled to vote at such annual meeting. Only persons nominated in
accordance with procedures set forth in this Section 1.9 shall be eligible for
election as a director at an annual meeting. Nominations, other than those made
by, or at the direction of, a majority of the Board of Directors, shall be made
pursuant to timely notice in writing to the Secretary of the corporation as set
forth in this Section 1.9. To be timely, a stockholder's notice shall be
delivered to, or mailed and received at, the principal executive offices of the
corporation not later than ninety (90) days in advance of the anniversary date
of the immediately preceding annual meeting. Such stockholder's notice shall be
set forth (i) as to each person whom the stockholder proposes to nominate as a
director (a) the name, age, business address and residence address of such
person, (b) the principal occupation or employment of such person, (c) the class
and number of shares of the corporation's equity securities which are
Beneficially Owned (as defined below) by such person on the date of such
stockholder notice and (d) and any other information relating to such person
that would be required to be disclosed pursuant to Regulation 13D under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), in connection
with the acquisition of shares, and pursuant to Regulation 14A under the
Exchange Act, in connection with the solicitation of proxies with respect to
nominees for election as directors, regardless of whether such person is subject
to the provisions of such regulations, including, but not limited to,
information required to be disclosed by Items 4(b) and 6 of Schedule A of
Regulation 14A (as such Items are in effect on the date hereof and such
additional information as may be required by those provisions or successor
provisions adopted after the date thereof); and (ii) as to the stockholder
giving the notice (a) the name and address, as they appear on the corporation's
books, of such stockholder and any other stockholder who is a record or
Beneficial Owner of any equity securities of the corporation and who is known by
such stockholder to be supporting such nominee(s) and (b) the class and number
of shares of the corporation's equity securities which are Beneficially Owned
and owned of record by such stockholder on the date of such stockholder notice
and the number of shares of the corporation's equity securities Beneficially
Owned and owned of record by any Person known by such stockholder to be
supporting such nominee(s) on the date of such stockholder notice. At the
request of a majority of the Board of Directors any person nominated by, or at
the direction of, the Board of Directors for election as a director at an annual
meeting shall furnish to the Secretary of the corporation that information
required to be set forth in a stockholder's notice of nomination which pertains
 
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to the nominee. Ballots bearing the names of all the persons who have been
nominated for election as directors at an annual meeting in accordance with
procedures set forth in this Section 1.9 shall be provided for use at the annual
meeting.
 
     A majority of the directors may reject any nomination by a stockholder not
timely made in accordance with the requirements of this Section 1.9. If a
majority of the directors determines that the information provided in a
stockholder's notice does not satisfy the informational requirements of this
Section 1.9 in any material respect, the Secretary of the corporation shall
promptly notify such stockholder of the deficiency in the notice. The
stockholder shall have an opportunity to cure the deficiency by providing
additional information to the Secretary within such period of time, not to
exceed five (5) days, from the date such deficiency notice is given to the
stockholder, as a majority of the directors shall reasonably determine. If the
deficiency is not cured within such period, or if a majority of the directors
reasonably determine that the additional information provided by the
stockholder, together with the information previously provided, does not satisfy
the requirements of this Section 1.9 in any material respect, then a majority of
the directors may reject such stockholder's nomination. The Secretary of the
corporation shall notify a stockholder in writing whether his nomination has
been made in accordance with the time and informational requirements of this
Section 1.9. Notwithstanding the procedure set forth in this Section 1.9, if the
majority of the directors does not make a determination as to the validity of
any nominations by a stockholder, the presiding officer of the annual meeting
shall determine and declare at the annual meeting whether a nomination was not
made in accordance with the terms of this Section 1.9. If the presiding officer
determines that a nomination was not made in accordance with the terms of this
Section 1.9, he shall so declare at the annual meeting and the defective
nomination shall be disregarded.
 
     For the purposes of this Section 1.9 and Section 1.10, a person shall be
considered the "Beneficial Owner" of any security (whether or not owned of
record):
 
               (a) with respect to which such person or any affiliate or
associate (as those terms are defined under Rule 12b-2 of the General Rules and
Regulations under the Exchange Act) of such person directly or indirectly has or
shares (i) voting power, including the power to vote or to direct the voting of
such securities and/or (ii) investment power, including the power to dispose of
or to direct the disposition of such security;
 
               (b) which such person or any affiliate or associate of such
person has (i) the right or obligation to acquire (whether such right or
obligation is exercisable immediately or only after the passage of time)
pursuant to any agreement, arrangement or understanding (whether or not in
writing) or upon the exercise of conversion rights, exchange rights, warrants or
options, or otherwise, and/or (ii) the right to vote pursuant to any agreement,
arrangement or understanding (whether or not in writing and whether or not such
right is exercisable immediately or only after the passage of time); or
 
               (c) which is Beneficially Owned within the meaning of (a) or (b)
of this paragraph by any other person with which such first-mentioned person or
any of its affiliates or associates has any agreement, arrangement or
understanding (whether or not in writing), with respect to (x) acquiring,
holding, voting or disposing of such security or any security convertible into
or exchangeable or exercisable for such security, or (y) acquiring, holding or
 
<PAGE>
 
disposing of all or substantially all of the assets or businesses of the
corporation or a subsidiary of the corporation.
 
     1.10 NEW BUSINESS. At the annual meeting of stockholders, only such new
business shall be conducted, and only such proposals shall be acted upon, as
shall have been brought before the annual meeting (a) by, or at the direction
of, the majority of the Board of Directors or (b) by any stockholder of the
corporation who complies with the notice procedures set forth in this Section
1.10. For the proposal to be properly brought before an annual 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 later than ninety (90) days in advance of the anniversary date
of the immediately preceding annual meeting. A stockholder's notice to the
Secretary shall set forth as to each matter the stockholder proposes to bring
before the annual meeting (a) a brief description of the proposal desired to be
brought before the annual meeting and the reasons for conducting such business
at the annual meeting, (b) the name and address, as they appear on the
corporation's books, of the stockholder proposing such business and any other
stockholder who is the record or Beneficial Owner of any equity security of the
corporation known by such stockholder to be supporting such proposal, (c) the
class and number of shares of the corporation's equity securities which are
Beneficially Owned and owned of record by the stockholder giving the notice on
the date of such stockholder notice and by any other record or Beneficial Owners
of the corporation's equity securities known by such stockholder to be
supporting such proposal on the date of such stockholder notice, and (d) any
financial or other interest of the stockholder in such proposal.
 
     A majority of the directors may reject any stockholder proposal not timely
made in accordance with the terms of this Section 1.10. If a majority of the
directors determine that the information provided in a stockholder's notice does
not satisfy the informational requirements of this Section 1.10 in any material
respect, the Secretary of the corporation shall promptly notify such stockholder
of the deficiency in the notice. The stockholder shall have an opportunity to
cure the deficiency by providing additional information to the Secretary within
such period of time, not to exceed five (5) days from the date such deficiency
notice is given to the stockholder, as the majority of the directors shall
reasonably determine. If the deficiency is not cured within such period, or if
the majority of the directors determines that the additional information
provided by the stockholder, together with information previously provided, does
not satisfy the requirements of this Section 1.10 in any material respect, then
a majority of the directors may reject such stockholder's proposal. The
Secretary of the corporation shall notify a stockholder in writing whether his
or her proposal has been made in accordance with the time and information
requirements of this Section 1.10. Notwithstanding the procedures set forth in
this paragraph, if a majority of the directors does not make a determination as
to the validity of any stockholder proposal, the presiding officer of the annual
meeting shall determine and declare at the annual meeting whether the
stockholder proposal was made in accordance with the terms of this Section 1.10.
If the presiding officer determines that a stockholder proposal was not made in
accordance with the terms of this Section 1.10, he or she shall so declare at
the annual meeting and any such proposal shall not be acted upon at the annual
meeting.
 
     1.11 ACTION AT MEETING. When a quorum is present at any meeting, the
holders of a majority of the stock present or represented and voting on a matter
(or if there are two or more classes of stock entitled to vote as separate
 
<PAGE>
 
classes, then in the case of each such class, the holders of a majority of the
stock of that class present or represented and voting on a matter) shall decide
any matter to be voted upon by the stockholders at such meeting, except when a
different vote is required by express provision of law, the Certificate of
Incorporation or these By-Laws. Any election of directors of the corporation by
stockholders shall be determined by a plurality of the votes cast by the
stockholders entitled to vote at the election.
 
     1.12 ACTION WITHOUT MEETING. Any action required or permitted to be taken
at any annual or special meeting of stockholders of the corporation 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, is signed by the holders
of outstanding stock entitled to vote 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 on such action were present and voted, and
delivered to the Secretary of the corporation. Prompt notice of corporate taken
action without a meeting by less than unanimous written consent shall be given
to those stockholders who have not consented in writing.
 
                                   ARTICLE 2
 
                                    DIRECTORS
 
     2.1 GENERAL POWERS. The business and affairs of the corporation shall be
managed by or under the direction of a Board of Directors, which may exercise
all of the powers of the corporation except as otherwise provided by law, the
Certificate of Incorporation or these By-Laws. In the event of a vacancy in the
Board of Directors, the remaining directors, except as otherwise provided by
law, may exercise the powers of the full Board of Directors until the vacancy is
filled.
 
     2.2 NUMBER; ELECTION AND QUALIFICATION. The number of directors, which
shall constitute the whole Board of Directors, shall be determined by resolution
of the stockholders or the Board of Directors, but in no event shall be less
than one. The number of directors may be decreased at any time and from time to
time either by the stockholders or by a majority of the directors then in
office, but only to eliminate vacancies existing by reason of the death,
resignation, removal or expiration of the term of one or more directors. The
directors shall be elected at the annual meeting of stockholders by such
stockholders as have the right to vote on such election. Directors need not be
stockholders of the corporation.
 
          2.2.1 Chairman of the Board. The Board of Directors may appoint a
Chairman of the Board who shall have the powers and duties customarily and
usually associated with the position of Chairman of the Board and who shall
perform such additional duties and possess such additional powers as from time
to time may be assigned to him or her by the Board of Directors. The position of
Chairman of the Board is not that of an officer of the corporation, and the
individual who holds the position of Chairman of the Board will not be an
officer of the corporation as a result of holding such position. If the Chairman
of the Board ceases to serve in such capacity, then the Board of Directors shall
elect, by the affirmative vote of a majority of the total number of Directors
then in office, a successor Chairman of the Board. If the Chairman of the Board
is not present at a meeting of the stockholders or the Board of Directors, a
designee selected by the Chairman of the Board shall preside at such meeting,
 
<PAGE>
 
and, if no such designee is present at such meeting, a majority of the Directors
present at such meeting shall elect one of their members to so preside.
 
     2.3 ENLARGEMENT OF THE BOARD. The number of directors may be increased at
any time and from time to time by the stockholders or by a majority of the
directors then in office.
 
     2.4 TENURE. Each director shall hold office until the next annual meeting
and until his successor is elected and qualified, or until his earlier death,
resignation or removal.
 
     2.5 VACANCIES. Unless and until filled by the stockholders, any vacancy in
the Board of Directors, however occurring, including a vacancy resulting from an
enlargement of the Board, may be filled by vote of a majority of the directors
then in office, although less than a quorum, or by a sole remaining director. A
director elected to fill a vacancy shall be elected for the unexpired term of
his predecessor in office, and a director chosen to fill a position resulting
from an increase in the number of directors shall hold office until the next
annual meeting of stockholders and until his successor is elected and qualified,
or until his earlier death, resignation or removal.
 
     2.6 RESIGNATION. Any director may resign by delivering his resignation in
writing or by electronic transmission to the corporation at its principal office
or to the President or Secretary. Such resignation shall be effective upon
receipt unless it is specified to be effective at some other time or upon the
happening of some other event.
 
     2.7 REGULAR MEETINGS. Regular meetings of the Board of Directors may be
held without notice at such time and place, either within or without the State
of Delaware, as shall be determined from time to time by the Board of Directors;
provided that any director who is absent when such a determination is made shall
be duly given notice of the determination. A regular meeting of the Board of
Directors may be held without notice immediately after and at the same place as
the annual meeting of stockholders.
 
     2.8 SPECIAL MEETINGS. Special meetings of the Board of Directors may be
held at any time and place, within or without the State of Delaware, designated
in a call by the Chairman of the Board, President, two or more directors, or by
one director in the event that there is only a single director in office.
 
     2.9 NOTICE OF SPECIAL MEETINGS. Notice of any special meeting of directors
shall be given to each director by the Secretary or by the officer or one of the
directors calling the meeting. Notice shall be duly given to each director (i)
by notice given to such Director in person or by telephone at least 48 hours in
advance of the meeting, (ii) by sending a telegram or telex, or by delivering
written notice by hand, to his last known business or home address at least 48
hours in advance of the meeting, (iii) by facsimile, e-mail or other electronic
communication at least 48 hours in advance of the meeting or (iv) by mailing
written notice to his last known business or home address at least 72 hours in
advance of the meeting. A notice or waiver of notice of a meeting of the Board
of Directors need not specify the purposes of the meeting.
 
     2.10 MEETINGS BY TELEPHONE CONFERENCE CALLS. Directors or any members of
any committee designated by the directors may participate in meetings of the
Board of Directors or such committee by means of conference telephone or similar
 
<PAGE>
 
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation by such means shall constitute
presence in person at such meetings.
 
     2.11 QUORUM. A majority of the total number of the whole Board of Directors
shall constitute a quorum at all meetings of the Board of Directors. In the
event one or more of the directors shall be disqualified to vote at any meeting,
then the required quorum shall be reduced by one for each such director so
disqualified: provided, however, that in no case shall less than one-third (1/3)
of the total number of the whole Board of Directors constitute a quorum. In the
absence of a quorum at any such meeting, a majority of the directors present may
adjourn the meeting from time to time without further notice other than
announcement at the meeting, until a quorum shall be present.
 
     2.12 ACTION AT MEETING. At any meeting of the Board of Directors at which a
quorum is present, the vote of a majority of those present shall be sufficient
to take any action, unless a different vote is specified by law, the Certificate
of Incorporation or these By-Laws.
 
     2.13 ACTION BY CONSENT. Any action required or permitted to be taken at any
meeting of the Board of Directors or of any committee of the Board of Directors
may be taken without a meeting, if all members then in office of the Board or
committee, as the case may be, consent to the action in writing, and the written
consents are filed with the minutes of proceedings of the Board or committee.
 
     2.14 REMOVAL. Any one or more or all of the directors may be removed, with
or without cause, by the holders of a majority of the shares of stock then
entitled to vote at an election of directors, except that the directors elected
by the holders of a particular class or series of stock may be removed without
cause only by vote of the holders of a majority of the outstanding shares of
such class or series.
 
     2.15 COMMITTEES. The Board of Directors may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee to
consist of one or more of the directors of the corporation. The Board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee. In
the absence or disqualification of a member of a committee, the member or
members of the committee present at any meeting and not disqualified from
voting, whether or not he or she or they constitute a quorum, may unanimously
appoint another member of the Board of Directors to act at the meeting in the
place of any such absent or disqualified member. Any such committee, to the
extent provided in the resolution of the Board of Directors and subject to the
provisions of the General Corporation Law of the State of Delaware, shall have
and may exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the corporation, and may authorize the
seal of the corporation to be affixed to all papers which may require it;
provided, however, that no such committee shall have the power or authority (i)
to approve or adopt, or recommend to the stockholders, any action or matter
expressly required by the General Corporation Law of the State of Delaware to be
submitted to stockholders for approval or (ii) to amend or repeal these By-Laws
or to adopt any new by-laws. Each such committee shall keep minutes and make
such reports as the Board of Directors may from time to time request. Except as
the Board of Directors may otherwise determine, any committee may make rules for
 
<PAGE>
 
the conduct of its business, but unless otherwise provided by the Board of
Directors or in such rules, its business shall be conducted as nearly as
possible in the same manner as is provided in these By-Laws for the Board of
Directors.
 
     2.16 OFFICER AND EMPLOYEE RIGHTS OR OPTIONS. The Board of Directors may by
resolution passed by a majority of the whole Board, authorize one or more
officers to designate officers and employees of the corporation or of any of its
subsidiaries to be issued rights or options of the corporation and to determine
the number of rights or options to be issued to those officers and employees.
The terms of the rights or options, including the exercise price (which may
include a formula by which such price may be determined) must be established by
the Board of Directors. The Board of Directors must specify the total number of
rights or options that may be awarded by an officer, and an officer may not
designate himself or herself as a recipient of a right or option.
 
     2.17 COMPENSATION OF DIRECTORS. Directors may be paid such compensation for
their services and such reimbursement for expenses of attendance at meetings as
the Board of Directors may from time to time determine. No such payment shall
preclude any director from serving the corporation or any of its parent or
subsidiary corporations in any other capacity and receiving compensation for
such service.
 
                                   ARTICLE 3
 
                                    OFFICERS
 
     3.1 ENUMERATION. The officers of the corporation shall consist of a
President, a Secretary, a Treasurer and such other officers with such other
titles as the Board of Directors shall determine, including but not limited to
one or more Vice Presidents, Assistant Treasurers, and Assistant Secretaries.
The Board of Directors may appoint such other officers as it may deem
appropriate.
 
     3.2 ELECTION. The President, Treasurer and Secretary shall be elected
annually by the Board of Directors at its first meeting following the annual
meeting of stockholders. Other officers may be appointed by the Board of
Directors at such meeting or at any other meeting.
 
     3.3 QUALIFICATION. No officer need be a stockholder. Any two or more
offices may be held by the same person.
 
     3.4 TENURE. Except as otherwise provided by law, by the Certificate of
Incorporation or by these By-Laws, each officer shall hold office until his
successor is elected and qualified, unless a different term is specified in the
vote choosing or appointing him or her, or until his earlier death, resignation
or removal.
 
     3.5 RESIGNATION AND REMOVAL. Any officer may resign by delivering his
written resignation to the corporation at its principal office or to the
President or Secretary. Such resignation shall be effective upon receipt unless
it is specified to be effective at some other time or upon the happening of some
other event.
 
<PAGE>
 
     Any officer may be removed at any time, with or without cause, by vote of a
majority of the entire number of directors then in office.
 
     Except as the Board of Directors may otherwise determine, no officer who
resigns or is removed shall have any right to any compensation as an officer for
any period following his resignation or removal, or any right to damages on
account of such removal, whether his compensation be by the month or by the year
or otherwise, unless such compensation is expressly provided in a duly
authorized written agreement with the corporation.
 
     3.6 VACANCIES. The Board of Directors may fill any vacancy occurring in any
office for any reason and may, in its discretion, leave unfilled for any period
as it may determine any offices other than those of President, Treasurer and
Secretary. Each such successor shall hold office for the unexpired term of his
predecessor and until his successor is elected and qualified, or until his
earlier death, resignation or removal.
 
     3.7 [RESERVED]
 
     3.8 PRESIDENT. The President shall, subject to the direction of the Board
of Directors, have general charge and supervision of the business of the
corporation. Unless otherwise provided by the Board of Directors, he or she
shall preside at all meetings of the stockholders, and if he or she is a
director, at all meetings of the Board of Directors. Unless the Board of
Directors has designated another officer as chief executive officer, the
President shall be the chief executive officer of the corporation. The President
shall perform such other duties and shall have such other powers as the Board of
Directors may from time to time prescribe.
 
     3.9 VICE PRESIDENTS. Any Vice President shall perform such duties and
possess such powers as the Board of Directors or the President may from time to
time prescribe. In the event of the absence, inability or refusal to act of the
President, the Vice President (or if there shall be more than one, the Vice
Presidents in the order determined by the Board of Directors) shall perform the
duties of the President and when so performing shall have all the powers of and
be subject to all the restrictions upon the President. The Board of Directors
may assign to any Vice President the title of Executive Vice President, Senior
Vice President or any other title selected by the Board of Directors.
 
     3.10 SECRETARY AND ASSISTANT SECRETARIES. The Secretary shall perform such
duties and shall have such powers as the Board of Directors or the President may
from time to time prescribe. In addition, the Secretary shall perform such
duties and have such powers as are incident to the office of the secretary,
including, without limitation, the duty and power to give notices of all
meetings of stockholders and special meetings of the Board of Directors, to
attend all meetings of stockholders and the Board of Directors and keep a record
of the proceedings, to maintain a stock ledger and prepare lists of stockholders
and their addresses as required, to be custodian of corporate records and the
corporate seal and to affix and attest to the same on documents.
 
     Any Assistant Secretary shall perform such duties and possess such powers
as the Board of Directors, the President or the Secretary may from time to time
prescribe. In the event of the absence, inability or refusal to act of the
Secretary, the Assistant Secretary (or if there shall be more than one, the
 
<PAGE>
 
Assistant Secretaries in the order determined by the Board of Directors) shall
perform the duties of the Secretary and when so performing shall have all the
power of and be subject to all the restrictions upon the Secretary.
 
     In the absence of the Secretary or any Assistant Secretary at any meeting
of stockholders or directors, the person presiding at the meeting shall
designate a temporary secretary to keep a record of the meeting.
 
     3.11 TREASURER AND ASSISTANT TREASURERS. The Treasurer shall perform such
duties and shall have such powers as may from time to time be assigned to him or
her by the Board of Directors or the President. In addition, the Treasurer shall
perform such duties and have such powers as are incident to the office of
treasurer, including without limitation the duty and power to keep and be
responsible for all funds and securities of the corporation, to deposit funds of
the corporation in depositories selected in accordance with these By-Laws, to
disburse such funds as ordered by the Board of Directors, to make proper
accounts of such funds and to render as required by the Board of Directors
statements of all such transactions and of the financial condition of the
corporation.
 
     The Assistant Treasurer shall perform such duties and possess such powers
as the Board of Directors, the President or the Treasurer may from time to time
prescribe. In the event of the absence, inability or refusal to act of the
Treasurer, the Assistant Treasurer (or if there shall be more than one, the
Assistant Treasurers in the order determined by the Board of Directors) shall
perform the duties of the Treasurer and when so performing shall have all the
powers of and be subject to all the restrictions upon the Treasurer.
 
     3.12 SALARIES. Officers of the corporation shall be entitled to such
salaries, compensation or reimbursement as shall be fixed or allowed from time
to time by the Board of Directors.
 
                                   ARTICLE 4
 
                                  CAPITAL STOCK
 
     4.1 ISSUANCE OF STOCK. Unless otherwise voted by the stockholders and
subject to the provisions of the Certificate of Incorporation, the whole or any
part of any unissued balance of the authorized capital stock of the corporation
or the whole or any part of any unissued balance of the authorized capital stock
of the corporation held in its treasury may be issued, sold, transferred or
otherwise disposed of by vote of the Board of Directors in such manner, for such
consideration and on such terms as the Board of Directors may determine.
 
     4.2 CERTIFICATES OF STOCK. Every holder of stock of the corporation shall
be entitled to have a certificate, in such form as may be prescribed by law and
by the Board of Directors, certifying the number and class of shares owned by
him or her in the corporation. Each such certificate shall be signed by, or in
the name of the corporation by the Chairman or Vice-Chairman, if any, of the
Board of Directors, or the President or a Vice President, and the Treasurer or
an Assistant Treasurer, or the Secretary or an Assistant Secretary of the
corporation. Any or all of the signatures on the certificate may be a facsimile.
 
<PAGE>
 
     Each certificate for shares of stock which are subject to any restriction
on transfer pursuant to the Certificate of Incorporation, the By-Laws,
applicable securities laws or any agreement among any number of shareholders or
among such holders and the corporation shall have conspicuously noted on the
face or back of the certificate either the full text of the restriction or a
statement of the existence of such restriction.
 
     4.3 TRANSFERS. Except as otherwise established by rules and regulations
adopted by the Board of Directors, and subject to applicable law, shares of
stock may be transferred on the books of the corporation by the surrender to the
corporation or its transfer agent of the certificate representing such shares
properly endorsed or accompanied by a written assignment or power of attorney
properly executed, and with such proof of authority or the authenticity of
signature as the corporation or its transfer agent may reasonably require.
Except as may be otherwise required by law, by the Certificate of Incorporation
or by these By-Laws, the corporation shall be entitled to treat the record
holder of stock as shown on its books as the owner of such stock for all
purposes, including the payment of dividends and the right to vote with respect
to such stock, regardless of any transfer, pledge or other disposition of such
stock until the shares have been transferred on the books of the corporation in
accordance with the requirements of these By-Laws.
 
     4.4 LOST, STOLEN OR DESTROYED CERTIFICATES. The corporation may issue a new
certificate of stock in place of any previously issued certificate alleged to
have been lost, stolen, or destroyed, upon such terms and conditions as the
Board of Directors may prescribe, including without limitation the presentation
of reasonable evidence of such loss, theft or destruction and the giving of such
bond as the Board of Directors may require sufficient to indemnify the
corporation, any transfer agent or registrar against any claim that may be made
against any or all of them on account of the alleged loss, theft or destruction
of any such certificate or the issuance of any such new certificate.
 
     4.5 RECORD DATE. The Board of Directors may fix in advance a date as a
record date for the determination of the stockholders entitled to notice of or
to vote at any meeting of stockholders or to express consent or dissent to
corporate action in writing without a meeting, or entitled to receive payment of
any dividend or other distribution or allotment of any rights in respect of any
change, conversion or exchange of stock, or for the purpose of any other lawful
action. Such record date shall not be more than 60 nor less than 10 days before
the date of such meeting, nor more than 60 days prior to any other action to
which such record date relates.
 
     If no record date is fixed, the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be at the
close of business on the day before the day on which notice is given, or, if
notice is waived, at the close of business on the day before the day on which
the meeting is held. The record date for determining stockholders entitled to
express consent or dissent to corporate action in writing without a meeting,
when no prior action by the Board of Directors is required by law or otherwise
is necessary, shall be the day on which the first written consent or dissent is
delivered to the corporation by delivery to its registered office in the State
of 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. Delivery made to the registered office of the
corporation shall be by hand or by certified or registered mail, return receipt
requested. The record date for determining stockholders for any other purpose
 
<PAGE>
 
shall be at the close of business on the day on which the Board of Directors
adopts the resolution relating to such purpose.
 
     A determination of stockholders of record entitled to notice of or to vote
at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.
 
                                   ARTICLE 5
 
                               GENERAL PROVISIONS
 
     5.1 FISCAL YEAR. Except as from time to time otherwise designated by the
Board of Directors, the fiscal year of the corporation shall begin on the first
day of April in each year and end on the last day of March in each year.
 
     5.2 CORPORATE SEAL. The corporate seal shall be in such form as shall be
approved by the Board of Directors.
 
     5.3 WAIVER OF NOTICE. Whenever any notice whatsoever is required to be
given by law, by the Certificate of Incorporation or by these By-Laws, a waiver
of such notice either in writing signed by the person entitled to such notice or
the duly authorized attorney or such person, or by telegraph, cable or any other
available method, whether before, at or after the time stated in such waiver
shall be deemed equivalent to such notice. The appearance of such person or
persons at a meeting in person or by proxy shall constitute a waiver of notice
of such meeting, except when the person or proxy attends such meeting for the
express purpose of objecting at the beginning of the meeting to the transaction
of any business because the meeting is not lawfully called or convened.
 
     5.4 VOTING OF SECURITIES. Except as the directors may otherwise designate,
the President or Treasurer may waive notice of, and act as, or appoint any
person or persons to act as proxy or attorney-in-fact for this corporation (with
or without power of substitution) at any meeting of stockholders or shareholders
of any other corporation or organization, the securities of which may be held by
this corporation.
 
     5.5 EVIDENCE OF AUTHORITY. A certificate by the Secretary, or an Assistant
Secretary, or a temporary secretary, as to any action taken by the stockholders,
directors, a committee or any officer or representative of the corporation shall
be, as to all persons who rely on the certificate in good faith, conclusive
evidence of such action.
 
     5.6 CERTIFICATE OF INCORPORATION. All references in these By-Laws to the
Certificate of Incorporation shall be deemed to refer to the Certificate of
Incorporation of the corporation, as amended and in effect from time to time.
 
     5.7 TRANSACTIONS WITH INTERESTED PARTIES. No contract or transaction
between the corporation and one or more of the directors or officers of the
corporation, or between the corporation and any other corporation, partnership,
association, or other organization in which one or more of the directors or
officers of the corporation are directors or officers, or have a financial
interest, shall be void or voidable solely for this reason, or solely because
the director or officer is present at or participates in the meeting of the
 
<PAGE>
 
Board of Directors or a committee of the Board of Directors which authorizes the
contract or transaction or solely because his or their votes are counted for
such purpose, if:
 
          5.7.1 The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the Board of Directors
or the committee, and the Board or committee in good faith authorizes the
contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or
 
          5.7.2 The material facts as to his relationship or interest as to the
contract or transaction are disclosed or are known to the stockholders entitled
to vote thereon, and the contract or transaction is specifically approved in
good faith by vote of the stockholders; or
 
          5.7.3 The contract or transaction is fair as to the corporation as of
the time it is authorized, approved or ratified by the Board of Directors, a
committee of the Board of Directors, or the stockholders.
 
     Common or interested directors may be counted in determining the presence
of a quorum at a meeting of the Board of Directors or of a committee which
authorizes the contract or transaction.
 
     5.8 SEVERABILITY. Any determination that any provision of these By-Laws is
for any reason inapplicable, illegal or ineffective shall not affect or
invalidate any other provision of these By-Laws.
 
     5.9 PRONOUNS. All pronouns used in these By-Laws shall be deemed to refer
to the masculine, feminine or neuter, singular or plural, as the identity of the
person or persons may require.
 
                                   ARTICLE 6
 
                                 INDEMNIFICATION
 
     6.1 INDEMNIFICATION OF DIRECTORS AND OFFICERS. The corporation shall
indemnify, to the fullest extent permitted by the General Corporation Law of the
State of Delaware, any person who was or is a party or is threatened to be made
a party to or is otherwise involved in any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative,
investigative or otherwise, and whether by or in the right of the corporation,
its stockholders, a third party or otherwise (a "Proceeding"), by reason of the
fact that he is or was a director or officer of the corporation, or is or was a
director or officer of the corporation serving at its request as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, including, without limitation, a charity or a
non-profit organization or person, against all expense (including, but not
limited to, attorneys' fees), liability, loss, judgments, fines, excise taxes,
penalties and amounts paid in settlement actually and reasonably incurred by him
in connection with such Proceeding, including expenses incurred in seeking such
indemnification. In addition, the corporation shall grant such indemnification
to each of its directors and officers with respect to any matter in a Proceeding
as to which his liability is limited pursuant to the Certificate of
 
<PAGE>
 
Incorporation of the corporation. However, such indemnification shall exclude
(i) indemnification with respect to any improper personal benefit which a
director or officer is determined to have received and of the expenses of
defending against an improper personal benefit claim unless the director or
officer is successful on the merits in said defense, and (ii) indemnification of
present or former officers, directors, employees or agents of a constituent
corporation absorbed in a merger or consolidation transaction with this
corporation with respect to their activities prior to said transaction, unless
specifically authorized by the Board of Directors or stockholders of this
corporation. Such indemnification shall include prompt payment of expenses
reasonably incurred by a director or officer in defending a Proceeding in
advance of the final disposition of such Proceeding, upon receipt of an
undertaking by or on behalf of the director or officer to repay such amounts if
it shall ultimately be determined that he is not entitled to be indemnified by
the corporation under this Article, which undertaking shall be an unsecured
general obligation of the director or officer and may be accepted without regard
to his or her ability to make repayment.
 
     6.2 INDEMNIFICATION OF EMPLOYEES AND AGENTS. The corporation may, to the
extent authorized from time to time by the Board of Directors, grant rights to
indemnification and to an advancement of expenses, pursuant to the provisions of
this Article, to any person who was or is a party or is threatened to be made a
party to or is otherwise involved in any Proceeding by reason of the fact that
he is or was an 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, including,
without limitation, a charity or a non-profit organization or person.
 
     6.3 NATURE OF INDEMNIFICATION RIGHTS. The indemnification rights provided
in this Article shall be contractual rights and shall not be deemed exclusive of
any other rights to which any person, whether or not entitled to be indemnified
hereunder, may be entitled by law or under any bylaw, agreement, vote of
stockholders or directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be a director, officer, employee
or agent and inure to the benefit of the heirs, executors and administrators of
such a person. A director or officer shall be entitled to the benefit of any
amendment of the General Corporation Law of the State of Delaware which enlarges
indemnification rights hereunder, but any such amendment which adversely affects
indemnification rights with respect to prior activities shall not apply to him
without his consent unless otherwise required by law. Each person who is or
becomes a director or officer of the corporation shall be deemed to have served
or to have continued to serve in such capacity in reliance upon the indemnity
provided for in this Article.
 
     6.4 AMENDMENT. The provisions of this Article may be amended as provided in
Article 7; provided, however, no amendment or repeal of such provisions which
adversely affects the rights of a director or officer under this Article with
respect to his acts or omissions prior to such amendment or repeal, shall apply
to him without his consent.
 
<PAGE>
 
                                   ARTICLE 7
 
                                   AMENDMENTS
 
     7.1 BY THE BOARD OF DIRECTORS. These By-Laws may be altered, amended or
repealed or new by-laws may be adopted by the affirmative vote of a majority of
the directors present at any regular or special meeting of the Board of
Directors at which a quorum is present.
 
     7.2 BY THE STOCKHOLDERS. These By-Laws may be altered, amended or repealed
or new by-laws may be adopted by the affirmative vote of the holders of a
two-thirds of the shares of the capital stock of the corporation issued and
outstanding, present in person or by proxy and entitled to vote at any regular
meeting of stockholders, or at any special meeting of stockholders, provided
that notice of such alteration, amendment, repeal or adoption of new by-laws
shall have been stated in the notice of any such special meeting.
 

[As Filed: 06-24-2005]