AMENDED AND RESTATED BYLAWS
 
                                       OF
 
                                  ALTIRIS, INC.
 
                            (a Delaware corporation)
 
 
 
 
                    (amended and restated on April 24, 2006)
 
 
 
 
 
 
 
<PAGE>
 
 
                                TABLE OF CONTENTS
 
<TABLE>
<S>            <C>                                                                           <C>
                                                                                                PAGE
 
ARTICLE I CORPORATE OFFICES......................................................................1
 
        1.1    REGISTERED OFFICE.................................................................1
        1.2    OTHER OFFICES.....................................................................1
 
ARTICLE II MEETINGS OF STOCKHOLDERS..............................................................1
 
        2.1    PLACE OF MEETINGS.................................................................1
        2.2    ANNUAL MEETING....................................................................1
        2.3    SPECIAL MEETING...................................................................2
        2.4    NOTICE OF STOCKHOLDERS' MEETINGS..................................................2
        2.5    MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE......................................2
        2.6    QUORUM............................................................................3
        2.7    ADJOURNED MEETING; NOTICE.........................................................3
        2.8    VOTING............................................................................3
        2.9    VALIDATION OF MEETINGS; WAIVER OF NOTICE; CONSENT.................................4
        2.10   STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING...........................4
        2.11   RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS.......................4
        2.12   PROXIES...........................................................................4
        2.13   INSPECTORS OF ELECTION............................................................5
        2.14   ADVANCE NOTICE OF STOCKHOLDER BUSINESS............................................5
        2.15   ADVANCE NOTICE OF DIRECTOR NOMINATIONS............................................6
 
ARTICLE III DIRECTORS............................................................................7
 
        3.1    POWERS............................................................................7
        3.2    NUMBER AND TERM OF OFFICE.........................................................7
        3.3    RESIGNATION AND VACANCIES.........................................................8
        3.4    REMOVAL...........................................................................8
        3.5    PLACE OF MEETINGS; MEETINGS BY TELEPHONE..........................................8
        3.6    REGULAR MEETINGS..................................................................8
        3.7    SPECIAL MEETINGS; NOTICE..........................................................8
        3.8    QUORUM............................................................................9
        3.9    WAIVER OF NOTICE..................................................................9
        3.10   ADJOURNMENT.......................................................................9
        3.11   NOTICE OF ADJOURNMENT.............................................................9
        3.12   BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING................................10
        3.13   FEES AND COMPENSATION OF DIRECTORS...............................................10
        3.14   INTERESTED DIRECTORS.............................................................10
 
ARTICLE IV COMMITTEES...........................................................................11
 
        4.1    COMMITTEES OF DIRECTORS..........................................................11
 
ARTICLE V OFFICERS..............................................................................12
 
        5.1    OFFICERS.........................................................................12
        5.2    ELECTION OF OFFICERS.............................................................12
        5.3    SUBORDINATE OFFICERS.............................................................12
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                               TABLE OF CONTENTS
                                   (CONTINUED)
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<S>            <C>                                                                            <C>
 
        5.4    REMOVAL AND RESIGNATION OF OFFICERS..............................................12
        5.5    VACANCIES IN OFFICES.............................................................12
        5.6    CHAIRMAN OF THE BOARD............................................................12
        5.7    CHIEF EXECUTIVE OFFICER..........................................................13
        5.8    PRESIDENT........................................................................13
        5.9    VICE PRESIDENTS..................................................................13
        5.10   SECRETARY........................................................................13
        5.11   CHIEF FINANCIAL OFFICER..........................................................14
 
ARTICLE VI INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS..................14
 
        6.1    POWER TO INDEMNIFY IN ACTIONS, SUITS OR PROCEEDINGS OTHER THAN THOSE BY OR
               IN THE RIGHT OF THE CORPORATION..................................................14
        6.2    POWER TO INDEMNIFY IN ACTIONS, SUITS OR PROCEEDINGS BY  OR IN THE RIGHT OF
               THE CORPORATION..................................................................15
        6.3    AUTHORIZATION OF INDEMNIFICATION.................................................15
        6.4    GOOD FAITH DEFINED...............................................................15
        6.5    INDEMNIFICATION BY A COURT.......................................................16
        6.6    EXPENSES PAYABLE IN ADVANCE......................................................16
        6.7    NONEXCLUSIVITY OF INDEMNIFICATION AND ADVANCEMENT OF EXPENSES....................16
        6.8    INSURANCE........................................................................17
        6.9    CERTAIN DEFINITIONS..............................................................17
        6.10   SURVIVAL OF INDEMNIFICATION AND ADVANCEMENT OF EXPENSES..........................17
        6.11   LIMITATION ON INDEMNIFICATION....................................................17
        6.12   INDEMNIFICATION OF EMPLOYEES AND AGENTS..........................................18
 
ARTICLE VII RECORDS AND REPORTS.................................................................18
 
        7.1    MAINTENANCE AND INSPECTION OF RECORDS............................................18
        7.2    INSPECTION BY DIRECTORS..........................................................19
        7.3    ANNUAL STATEMENT TO STOCKHOLDERS.................................................19
        7.4    REPRESENTATION OF SHARES OF OTHER CORPORATIONS...................................19
 
ARTICLE VIII GENERAL MATTERS....................................................................19
 
        8.1    RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING............................19
        8.2    CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS........................................19
        8.3    CORPORATE CONTRACTS AND INSTRUMENTS:  HOW EXECUTED...............................20
        8.4    STOCK CERTIFICATES; PARTLY PAID SHARES...........................................20
        8.5    SPECIAL DESIGNATION ON CERTIFICATES..............................................20
        8.6    LOST CERTIFICATES................................................................20
        8.7    CONSTRUCTION; DEFINITIONS........................................................21
 
ARTICLE IX AMENDMENTS...........................................................................21
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                                                                            -ii-
<PAGE>
 
 
 
                                     BYLAWS
 
                                       OF
 
                                  ALTIRIS, INC.
                            (a Delaware corporation)
 
 
 
 
 
                                   ARTICLE I
 
                                CORPORATE OFFICES
 
 
 
 
     1.1     REGISTERED OFFICE
 
        The registered office of the corporation shall be fixed in the
Certificate of Incorporation of the corporation.
 
     1.2     OTHER OFFICES
 
               The board of directors may at any time establish branch or
subordinate offices at any place or places where the corporation is qualified to
do business.
 
                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS
 
     2.1     PLACE OF MEETINGS
 
               Meetings of stockholders shall be held at any place within or
outside the State of Delaware designated from time to time by the board of
directors. In the absence of any such designation, stockholders' meetings shall
be held at the registered office of the corporation.
 
     2.2     ANNUAL MEETING
 
               The annual meeting of stockholders shall be held each year on a
date and at a time designated from time to time by the board of directors. In
the absence of such designation, the annual meeting of stockholders shall be
held on the first Wednesday of May in each year at 10:00 a.m. However, if such
day falls on a legal holiday, then the meeting shall be held at the same time
and place on the next succeeding full business day. At the meeting, directors
shall be elected, and any other proper business may be transacted.
<PAGE>
 
     2.3     SPECIAL MEETING
 
               Unless otherwise required by law, or special meeting of the
stockholders may be called at any time only by the board of directors, or by the
chairman of the board, by the chief executive officer, or by the president.
 
               If a special meeting is called by any person or persons other
than the board of directors, the request shall be in writing, specifying the
time of such meeting and the general nature of the business proposed to be
transacted, and shall be delivered personally or sent by registered mail or by
telegraphic or other facsimile transmission to the chairman of the board, the
president, chief executive officer, or the secretary of the corporation. No
business may be transacted at such special meeting otherwise than specified in
the notice of such special meeting delivered to stockholders (or any supplement
thereto).
 
     2.4     NOTICE OF STOCKHOLDERS' MEETINGS
 
               All notices of meetings of stockholders shall be sent or
otherwise given in accordance with Section 2.5 of these bylaws not less than ten
(10) nor more than sixty (60) days before the date of the meeting. The notice
shall specify the place, date, and hour of the meeting and (i) in the case of a
special meeting, the general nature of the business to be transacted (no
business other than that specified in the notice (or in any supplement thereto)
may be transacted) or (ii) in the case of the annual meeting, those matters
which the board of directors, at the time of giving the notice, intends to
present for action by the stockholders (but any proper matter may be presented
at the meeting for such action). The notice of any meeting at which directors
are to be elected shall include the name of any nominee or nominees who, at the
time of the notice, the board intends to present for election.
 
     2.5     MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE
 
               Written notice of any meeting of stockholders shall be given by
first-class mail or by facsimile, telegraphic or other written communication or
in such other manner as permitted by law. Notices shall be sent charges prepaid
and shall be addressed to the stockholder at the address of that stockholder
appearing on the books of the corporation or given by the stockholder to the
corporation for the purpose of notice. Notice shall be deemed to have been given
at the time when delivered personally or deposited in the mail or sent by
telegram or other means of written communication.
 
               If any notice addressed to a stockholder at the address of that
stockholder appearing on the books of the corporation is returned to the
corporation by the United States Postal Service marked to indicate that the
United States Postal Service is unable to deliver the notice to the stockholder
at that address, then all future notices or reports shall be deemed to have been
duly given without further mailing if the same shall be available to the
stockholder on written demand of the stockholder at the principal executive
office of the corporation for a period of one (1) year from the date of the
giving of the notice.
 
               An affidavit of the mailing or other means of giving any notice
(or supplement thereto) of any stockholders' meeting, executed by the secretary,
assistant secretary or any transfer agent of the corporation giving the notice,
shall be prima facie evidence of the giving of such notice (or supplement
thereto).
 
 
 
 
 
                                                                             -2-
<PAGE>
 
     2.6     QUORUM
 
               The presence in person or by proxy of the holders of a majority
of the shares entitled to vote thereat constitutes a quorum for the transaction
of business at all meetings of stockholders. The stockholders present at a duly
called or held meeting at which a quorum is present may continue to do business
for which such meeting is called until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum.
 
     2.7     ADJOURNED MEETING; NOTICE
 
               Any stockholders' meeting, annual or special, whether or not a
quorum is present, may be adjourned from time to time by the vote of the
majority of the shares represented at that meeting, either in person or by
proxy. In the absence of a quorum, no other business may be transacted at that
meeting except as has been transacted while a quorum was present, if any, as
provided in Section 2.6 of these bylaws.
 
               When any meeting of stockholders, either annual or special, is
adjourned to another time or place, notice need not be given of the adjourned
meeting if the time and place are announced at the meeting at which the
adjournment is taken. However, if a new record date for the adjourned meeting is
fixed or if the adjournment is for more than thirty (30) days from the date set
for the original meeting, then notice of the adjourned meeting shall be given.
Notice of any such adjourned meeting shall be given to each stockholder of
record entitled to vote at the adjourned meeting in accordance with the
provisions of Sections 2.4 and 2.5 of these bylaws. At any adjourned meeting the
corporation may transact any business which might have been transacted at the
original meeting.
 
     2.8     VOTING
 
               The stockholders entitled to vote at any meeting of stockholders
shall be determined in accordance with the provisions of Section 2.11 of these
bylaws, subject to the provisions of Sections 217 and 218 of the General
Corporation Law of Delaware (relating to voting rights of fiduciaries, pledgors
and joint owners, and to voting trusts and other voting agreements).
 
               Except as may be otherwise provided in the Certificate of
Incorporation, each outstanding share, regardless of class, shall be entitled to
one vote on each matter submitted to a vote of the stockholders.
 
               If a quorum is present, the affirmative vote of the majority of
the shares represented and voting at a duly held meeting (which shares voting
affirmatively also constitute at least a majority of the required quorum) shall
be the act of the stockholders, unless the vote of a greater number or a vote by
classes is required by law, by the Certificate of Incorporation or by these
bylaws. The board of directors, in its discretion, or the officer of the
corporation presiding at a meeting of stockholders, in such officer's
discretion, may require that any votes cast at such meeting shall be cast by
written ballot.
 
               Unless otherwise provided in the Amended and Restated Certificate
of Incorporation (as amended and restated from time to time, the "Restated
Certificate of Incorporation"), a stockholder shall not be entitled to cumulate
votes.
 
 
 
 
 
 
                                                                             -3-
<PAGE>
 
     2.9     VALIDATION OF MEETINGS; WAIVER OF NOTICE; CONSENT
 
               The transactions of any meeting of stockholders, either annual or
special, however called and noticed, and wherever held, shall be as valid as
though they had been taken at a meeting duly held after regular call and notice,
if a quorum be present either in person or by proxy, and if, either before or
after the meeting, each person entitled to vote, who was not present in person
or by proxy, signs a written waiver of notice or a consent to the holding of the
meeting or an approval of the minutes thereof. The waiver of notice or consent
or approval need not specify either the business to be transacted or the purpose
of any annual or special meeting of stockholders. All such waivers, consents,
and approvals shall be filed with the corporate records or made a part of the
minutes of the meeting.
 
               Attendance by a person at a meeting shall also constitute a
waiver of notice of and presence at that meeting, except when the person objects
at the beginning of the meeting to the transaction of any business because the
meeting is not lawfully called or convened. Attendance at a meeting is not a
waiver of any right to object to the consideration of matters required by law to
be included in the notice of the meeting but not so included, if that objection
is expressly made at the meeting.
 
     2.10    STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING
 
               Stockholders of the corporation may not take action by written
consent in lieu of a meeting, but must take any actions at a duly called annual
or special meeting.
 
     2.11 RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS
 
               For purposes of determining the stockholders entitled to notice
of any meeting or to vote thereat or entitled to give consent to corporate
action without a meeting, the board of directors may fix, in advance, a record
date, which shall not be more than sixty (60) days nor less than ten (10) days
before the date of any such meeting nor more than sixty (60) days before any
such action without a meeting, and in such event only stockholders of record on
the date so fixed are entitled to notice and to vote or to give consents, as the
case may be, notwithstanding any transfer of any shares on the books of the
corporation after the record date.
 
               If the board of directors does not so fix a record date, 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 business day
next preceding the day on which notice is given, or, if notice is waived, at the
close of business on the business day next preceding the day on which the
meeting is held.
 
               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; providing, however, that the board of directors may fix a new record
date for the adjourned meeting. The record date for any other purpose shall be
as provided in Article VIII of these bylaws.
 
     2.12    PROXIES
 
               Every person entitled to vote for directors, or on any other
matter, shall have the right to do so either in person or by one or more agents
authorized by a written proxy signed by the person and filed with the secretary
of the corporation, but no such proxy shall be voted or acted upon after three
(3) years from its date, unless the proxy provides for a longer period. A proxy
shall be deemed signed if the stockholder's name is placed on the proxy (whether
by manual signature, typewriting, telegraphic
 
 
 
 
 
 
                                                                             -4-
<PAGE>
 
transmission or otherwise) by the stockholder or the stockholder's
attorney-in-fact. The provisions of Section 212(e) of the General Corporation
Law of Delaware shall govern the revocability of a proxy that states on its face
that it is irrevocable.
 
     2.13    INSPECTORS OF ELECTION
 
               The board of directors of the corporation may adopt by resolution
such rules and regulations for the conduct of the meeting of the stockholders as
it shall deem appropriate. Except to the extent inconsistent with such rules and
regulations as adopted by the board of directors, the chairman of any meeting of
the stockholders shall have the right and authority to prescribe such rules,
regulations and procedures and to do all such acts as, in the judgment of such
chairman, are appropriate for the proper conduct of the meeting. Such rules,
regulations or procedures, whether adopted by the board of directors or
prescribed by the chairman of the meeting, and such acts may include, without
limitation, the following: (i) the establishment of an agenda or order of
business for the meeting; (ii) the determination of when the polls shall open
and close for any given matter to be voted on at the meeting; (iii) rules and
procedures for maintaining order at the meeting and the safety of those present;
(iv) limitations on attendance at or participation in the meeting to
stockholders of record of the corporation, their duly authorized and constituted
proxies or such other persons as the chairman of the meeting shall determine;
(v) restrictions on entry to the meeting after the time fixed for the
commencement thereof; (vi) limitations on the time allotted to questions or
comments by participants; (vii) determination of the number of shares
outstanding and the voting power of each, the number of shares represented at
the meeting, the existence of a quorum, and the authenticity, validity, and
effect of proxies; (viii) counting and tabulation of all votes or consents; (ix)
hearing and determining all challenges and questions in any way arising in
connection with the right to vote; (x) any other acts that may be proper to
conduct the election or vote with fairness to all stockholders and (xi) the
appointment of an inspector or inspectors of election to act at the meeting or
its adjournment in respect of one or more of the foregoing matters. The board of
directors or chairman may hear and determine all challenges and questions in any
way arising in connection with the right to vote.
 
     2.14    ADVANCE NOTICE OF STOCKHOLDER BUSINESS
 
               To be properly brought before an annual meeting, any business
must be (a) specified in the notice of meeting (or any supplement thereto) given
by or at the direction of the board of directors, (b) otherwise properly brought
before the meeting by or at the direction of the board of directors, or (c)
otherwise properly brought before the meeting by a stockholder (i) who is a
stockholder of record on the date of the giving of the notice provided for in
this Section 2.14 and on the record date for the determination of stockholders
entitled to vote at such annual meeting and (ii) who complies with the notice
procedures set forth in this Section 2.14. For such nominations or other
business to be considered properly brought before the meeting by a stockholder
such stockholder must, in addition to any other applicable requirements, have
given timely notice and in proper form of such stockholder's intent to bring
such business before such meeting.
 
               To be timely, such stockholder's notice must be delivered to or
mailed and received by the Secretary of the corporation at the principal
executive offices of the corporation not less than sixty (60) days prior to the
anniversary date of the mailing of the proxy materials for the immediately
preceding annual meeting; provided, however, that in the event the annual
meeting is called for a date that is not within thirty (30) days before or after
such anniversary date, notice by the stockholder to be timely must be so
received not later than the close of business on the tenth (10th) day following
the day on which such
 
 
 
 
 
 
 
 
 
                                                                             -5-
<PAGE>
 
notice of the date of the meeting was mailed or such public disclosure made,
whichever occurs first. To be in proper form, a stockholder's notice to the
Secretary shall set forth:
 
               (a) the name and record address of the stockholder who intends to
propose the business and the class or series and number of shares of capital
stock of the corporation which are owned beneficially or of record by such
stockholder;
 
               (b) a representation that the stockholder is a holder of record
of stock of the corporation entitled to vote at such meeting and intends to
appear in person or by proxy at the meeting introduce the business specified in
the notice;
 
               (c) a brief description of the business desired to be brought
before the annual meeting and the reasons for conducting such business at the
annual meeting; and
 
               (d) any material interest of the stockholder in such business.
 
               No business shall be conducted at the annual meeting of
stockholders except business brought before the annual meeting in accordance
with the procedures set forth in this Section 2.14; provided, however, that,
once business has been properly brought before the annual meeting in accordance
with such procedures, nothing in this Section 2.14 shall be deemed to preclude
discussion by any stockholder of any such business. The chairman of the meeting
may refuse to acknowledge the proposal of any business not made in compliance
with the foregoing procedure.
 
     2.15    ADVANCE NOTICE OF DIRECTOR NOMINATIONS
 
               Only persons who are nominated in accordance with the following
procedures shall be eligible for election as directors of the corporation,
except as may be otherwise provided in the Certificate of Incorporation with
respect to the right of holders of preferred stock of the corporation to
nominate and elect a specified number of directors in certain circumstances. To
be properly brought before an annual meeting, meeting of stockholders, or any
special meeting of stockholders called for the purpose of electing directors,
nominations for the election of director must be specified in the notice of
meeting (or any supplement thereto), (a) made by or at the direction of the
board of directors (or any duly authorized committee thereof) or (b) made by any
stockholder of the corporation (i) who is a stockholder of record on the date of
the giving of the notice provided for in this Section 2.15 and on the record
date for the determination of stockholders entitled to vote at such meeting and
(ii) who complies with the notice procedures set forth in this Section 2.15.
 
               In addition to any other applicable requirements, for a
nomination to be made by a stockholder, such stockholder must have given timely
notice thereof in proper written form to the Secretary of the corporation. To be
timely, a stockholder's notice to the Secretary must be delivered to or mailed
and received at the principal executive offices of the corporation (a) in the
case of an annual meeting, not less than sixty (60) days prior to the
anniversary date of the mailing of the proxy materials for the immediately
preceding annual meeting of stockholders; provided, however, that in the event
that the annual meeting is called for a date that is not within thirty (30) days
before or after such anniversary date, notice by the stockholder in order to be
timely must be so received not later than the close of business on the tenth
(10th) day following the day on which such notice of the date of the annual
meeting was mailed or such public disclosure of the date of the annual meeting
was made, whichever first occurs; and (b) in the case of a special meeting of
stockholders called for the purpose of electing directors, not later than the
close of
 
 
 
 
                                                                             -6-
<PAGE>
 
business on the tenth (10th) day following the day on which notice of the date
of the special meeting was mailed or public disclosure of the date of the
special meeting was made, whichever first occurs.
 
               To be in proper written form, a stockholder's notice to the
Secretary must set forth:
 
               (a) as to each person whom the stockholder proposes to nominate
for election as a director (i) the name, age, business address and residence
address of the person, (ii) the principal occupation or employment of the
person, (iii) the class or series and number of shares of capital stock of the
corporation which are owned beneficially or of record by the person and (iv) any
other information relating to the person that would be required to be disclosed
in a proxy statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to Section 14 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
and regulations promulgated thereunder; and
 
               (b) as to the stockholder giving the notice (i) the name and
record address of such stockholder, (ii) the class or series and number of
shares of capital stock of the corporation which are owned beneficially or of
record by such stockholder, (iii) a description of all arrangements or
understandings between such stockholder and each proposed nominee and any other
person or persons (including their names) pursuant to which the nomination(s)
are to be made by such stockholder, (iv) a representation that such stockholder
intends to appear in person or by proxy at the meeting to nominate the persons
named in its notice and (v) any other information relating to such stockholder
that would be required to be disclosed in a proxy statement or other filings
required to be made in connection with solicitations of proxies for election of
directors pursuant to Section 14 of the Exchange Act and the rules and
regulations promulgated thereunder. Such notice must be accompanied by a written
consent of each proposed nominee to being named as a nominee and to serve as a
director if elected.
 
               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 2.15. If the Chairman of the meeting determines that a nomination was
not made in accordance with the foregoing procedures, the Chairman shall declare
to the meeting that the nomination was defective and such defective nomination
shall be disregarded.
 
                                  ARTICLE III
 
                                   DIRECTORS
 
     3.1     POWERS
 
               Subject to the provisions of the General Corporation Law of
Delaware and to any limitations in the Restated Certificate of Incorporation or
these bylaws relating to action required to be approved by the stockholders or
by the outstanding shares, the business and affairs of the corporation shall be
managed and all corporate powers shall be exercised by or under the direction of
the board of directors.
 
     3.2     NUMBER AND TERM OF OFFICE
 
               The authorized number of directors shall be established from time
to time by resolution of the board of directors or by amendment of this
Section 3.2, duly adopted by the board of directors or by the stockholders.
 
 
 
 
 
 
                                                                             -7-
<PAGE>
 
               No reduction of the authorized number of directors shall have the
effect of removing any director before that director's term of office expires.
 
     3.3     RESIGNATION AND VACANCIES
 
               Any director may resign effective on giving notice in writing or
by electronic transmission to the chairman of the board, the president, the
secretary or the board of directors, unless the notice specifies a later time
for that resignation to become effective. If the resignation of a director is
effective at a future time, the board of directors (including such director
whose resignation is to be effective at a later time) may elect a successor to
take office when the resignation becomes effective.
 
               Unless otherwise required by law or the Restated Certificate of
Incorporation, vacancies arising through death, resignation, removal, an
increase in the number of directors or otherwise may be filled only by a
majority of the directors then in office, though less than a quorum, or by a
sole remaining director. Any director elected in accordance with the preceding
sentence shall hold office for the remainder of the full term of the class of
directors in which the new directorship was created or the vacancy occurred and
until such director's successor shall have been elected and qualified, or until
such director's earlier death, resignation or removal. No decrease in the number
of directors constituting the board of directors shall shorten the term of any
incumbent director.
 
     3.4     REMOVAL
 
               Any director may be removed from office at any time only with
cause by the affirmative vote of the holders of at least a majority of the then
outstanding shares of the capital stock of the corporation entitled to vote at
an election of directors.
 
     3.5     PLACE OF MEETINGS; MEETINGS BY TELEPHONE
 
               Regular meetings of the board of directors may be held at any
place within or outside the State of Delaware that has been designated from time
to time by resolution of the board. In the absence of such a designation,
regular meetings shall be held at the principal executive office of the
corporation. Special meetings of the board may be held at any place within or
outside the State of Delaware that has been designated in the notice of the
meeting or, if not stated in the notice or if there is no notice, at the
principal executive office of the corporation.
 
               Any meeting, regular or special, may be held by conference
telephone or other communication equipment, so long as all directors
participating in the meeting can hear one another; and all such directors shall
be deemed to be present in person at the meeting.
 
     3.6     REGULAR MEETINGS
 
               Regular meetings of the board of directors may be held without
notice if the board of directors fixes the times of such meetings.
 
     3.7     SPECIAL MEETINGS; NOTICE
 
               The chairman of the board, the president, or any two directors
may call special meetings of the board of directors for any purpose or purposes
at any time.
 
 
 
                                                                             -8-
 
<PAGE>
 
               Notice of the time and place of special meetings shall be
delivered personally or by telephone to each director or sent by first-class
mail, facsimile, electronic transmission or telegram, charges prepaid, addressed
to each director at that director's address or, in the case of notice delivered
by electronic mail, the director's electronic mail address as it is shown on the
records of the corporation. If the notice is mailed, it shall be deposited in
the United States mail at least four (4) days before the time of the holding of
the meeting. If the notice is delivered personally or by notice, facsimile or
electronic transmission, it shall be delivered personally or by telephone,
facsimile machine or appropriate means of electronic communication at least
forty-eight (48) hours before the time of the holding of the meeting or on such
shorter notice as the person or persons calling such meeting may deem necessary
or appropriate in the circumstances. Any oral notice given personally or by
telephone may be communicated either to the director or to a person at the
office of the director who the person giving the notice has reason to believe
will promptly communicate it to the director. An affidavit of the secretary or
an assistant secretary 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.
 
     3.8     QUORUM
 
               Except as otherwise required by law, a majority of the authorized
number of directors shall constitute a quorum for the transaction of business,
except to adjourn as provided in Section 3.11 of these bylaws. Every act or
decision done or made by a majority of the directors present at a duly held
meeting at which a quorum is present shall be regarded as the act of the board
of directors, subject to the provisions of the Certificate of Incorporation and
applicable law.
 
               A meeting at which a quorum is initially present may continue to
transact business notwithstanding the withdrawal of directors, if any action
taken is approved by at least a majority of the required quorum for that
meeting.
 
     3.9     WAIVER OF NOTICE
 
               Notice of a meeting need not be given to any director (a) who
signs a waiver of notice or a consent to holding the meeting or an approval of
the minutes thereof, whether before or after the meeting, or (b) who attends the
meeting without protesting, prior thereto or at its commencement, the lack of
notice to such directors. All such waivers, consents, and approvals shall be
filed with the corporate records or made part of the minutes of the meeting. A
waiver of notice need not specify the purpose of any regular or special meeting
of the board of directors.
 
     3.10    ADJOURNMENT
 
               A majority of the directors present, whether or not constituting
a quorum, may adjourn any meeting to another time and place.
 
     3.11    NOTICE OF ADJOURNMENT
 
               Notice of the time and place of holding an adjourned meeting need
not be given unless the meeting is adjourned for more than twenty-four (24)
hours. If the meeting is adjourned for more than twenty-four (24) hours, then
notice of the time and place of the adjourned meeting shall be given before the
adjourned meeting takes place, in the manner specified in Section 3.7 of these
bylaws, to the directors who were not present at the time of the adjournment.
 
 
 
 
 
                                                                             -9-
 
<PAGE>
 
     3.12    BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING
 
               Any action required or permitted to be taken by the board of
directors may be taken without a meeting, provided that all the members of the
board individually or collectively consent in writing or by electronic
transmission to that action. Such action by written consent shall have the same
force and effect as a unanimous vote of the board of directors. Such written
consent and any counterparts thereof or electronic transmission or transmissions
shall be filed with the minutes of the proceedings of the board. Such filing
shall be in paper form if the minutes are maintained in paper form and shall be
in electronic form if the minutes are maintained in electronic form. Any copy,
facsimile or other reliable reproduction of a consent in writing may be
substituted or used in lieu of the original writing for any and all purposes for
which the original writing could be used, provided that such copy, facsimile or
other reproduction shall be a complete reproduction of the entire original
writing.
 
     3.13    FEES AND COMPENSATION OF DIRECTORS
 
               Directors and members of committees may receive such
compensation, if any, for their services and such reimbursement of expenses as
may be fixed or determined by resolution of the board of directors. This Section
3.13 shall not be construed to preclude any director from serving the
corporation in any other capacity as an officer, agent, employee or otherwise
and receiving compensation for those services.
 
     3.14    INTERESTED DIRECTORS
 
               No contract or transaction between the corporation and one or
more of its directors or officers, or between the corporation and any other
corporation, partnership, association, or other organization in which one or
more of its directors or officers 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
board of directors or committee thereof which authorizes the contract or
transaction, or solely because the director or officer's vote is counted for
such purpose if (a) the material facts as to the director or officer's
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 of directors
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 (b) the material facts as to
the director or officer's relationship or interest and 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 (iii) 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 thereof 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.
 
 
 
 
                                                                            -10-
<PAGE>
 
                                   ARTICLE IV
 
                                   COMMITTEES
 
     4.1     COMMITTEES OF DIRECTORS
 
               The board of directors may designate one (1) or more committees,
each consisting of one (1) or more directors, to serve at the pleasure of the
board. The board may designate one (1) or more directors as alternate members of
any committee, who may replace any absent member at any meeting of the
committee. In the absence or disqualification of a member of a committee, and in
the absence of a designation by the board of directors of an alternate member to
replace the absent or disqualified member, the member or members thereof present
at any meeting and not disqualified from voting, whether or not such member or
members constitute a quorum, may unanimously appoint another member of the board
of directors to act at the meeting in the place of any absent or disqualified
member. Any committee, to the extent permitted by law and provided in the
resolution establishing such committee, shall have and may exercise all the
powers and authority of the board of directors in the management of the business
and affairs of the corporation, and may authorize the seal of the corporation to
be affixed to all papers which may require it; provided, however, that no such
committee shall have the power or authority to (i) amend the Restated
Certificate of Incorporation (except that a committee may, to the extent
authorized in the resolution or resolutions providing for the issuance of shares
of stock adopted by the board of directors as provided in Section 151(a) of the
General Corporation Law of Delaware, fix any of the preferences or rights of
such shares relating to dividends, redemption, dissolution, any distribution of
assets of the corporation or the conversion into, or the exchange of such shares
for, shares of any other class or classes or any other series of the same or any
other class or classes of stock of the corporation), (ii) adopt an agreement of
merger or consolidation under Sections 251 or 252 of the General Corporation Law
of Delaware, (iii) recommend to the stockholders the sale, lease or exchange of
all or substantially all of the corporation's property and assets, (iv)
recommend to the stockholders a dissolution of the corporation or a revocation
of a dissolution, or (v) amend the bylaws of the corporation; and, unless the
board resolution establishing the committee, the bylaws or the Restated
Certificate of Incorporation expressly so provide, no such committee shall have
the power or authority to declare a dividend, to authorize the issuance of
stock, or to adopt a certificate of ownership and merger pursuant to Section 253
of the General Corporation Law of Delaware. Each committee shall keep regular
minutes and report to the board of directors when required.
 
     4.2     MEETINGS AND ACTION OF COMMITTEES
 
               Meetings and actions of committees shall be governed by, and held
and taken in accordance with, the provisions of Article III of these bylaws,
Section 3.5 (place of meetings), Section 3.6 (regular meetings), Section 3.7
(special meetings and notice), Section 3.8 (quorum), Section 3.9 (waiver of
notice), Section 3.10 (adjournment), Section 3.11 (notice of adjournment), and
Section 3.12 (action without meeting), with such changes in the context of those
bylaws as are necessary to substitute the committee and its members for the
board of directors and its members; provided, however, that the time of regular
meetings of committees may be determined either by resolution of the board of
directors or by resolution of the committee, that special meetings of committees
may also be called by resolution of the board of directors, and that notice of
special meetings of committees shall also be given to all alternate members, who
shall have the right to attend all meetings of the committee. The board of
directors may adopt rules for the government of any committee not inconsistent
with the provisions of these bylaws.
 
 
 
 
 
                                                                            -11-
<PAGE>
 
                                   ARTICLE V
 
                                    OFFICERS
 
     5.1     OFFICERS
 
               The officers of the corporation shall be a president, a
secretary, and a chief financial officer. The corporation may also have, at the
discretion of the board of directors, a chairman of the board, a chief executive
officer, a treasurer, one or more vice presidents, one or more assistant
secretaries, one or more assistant treasurers, and such other officers as may be
appointed in accordance with the provisions of Section 5.3 of these bylaws. The
same person may hold any number of offices.
 
     5.2     ELECTION OF OFFICERS
 
               The officers of the corporation, except such officers as may be
appointed in accordance with the provisions of Section 5.3 or Section 5.5 of
these bylaws, shall be chosen by the board of directors, subject to the rights,
if any, of an officer under any contract of employment.
 
     5.3     SUBORDINATE OFFICERS
 
               The board of directors may appoint, or may empower the president
to appoint, such other officers as the business of the corporation may require,
each of whom shall hold office for such period, have such authority, and perform
such duties as are provided in these bylaws or as the board of directors may
from time to time determine.
 
     5.4     REMOVAL AND RESIGNATION OF OFFICERS
 
               Subject to the rights, if any, of an officer under any contract
of employment, any officer may be removed, either with or without cause, by the
board of directors at any regular or special meeting of the board or, except in
case of an officer chosen by the board of directors, by any officer upon whom
such power of removal may be conferred by the board of directors.
 
               Any officer may resign at any time by giving written notice to
the corporation. Any resignation shall take effect at the date of the receipt of
that notice or at any later time specified in that notice; and, unless otherwise
specified in that notice, the acceptance of the resignation shall not be
necessary to make it effective. Any resignation is without prejudice to the
rights, if any, of the corporation under any contract to which the officer is a
party.
 
     5.5     VACANCIES IN OFFICES
 
               A vacancy in any office because of death, resignation, removal,
disqualification or any other cause shall be filled in the manner prescribed in
these bylaws for regular appointments to that office.
 
     5.6     CHAIRMAN OF THE BOARD
 
               The chairman of the board, if such an officer be elected, shall,
if present, preside at meetings of the board of directors and exercise and
perform such other powers and duties as may from time to time be assigned to him
by the board of directors or as may be prescribed by these bylaws. If there is
no chief
 
 
 
 
                                                                            -12-
 
<PAGE>
 
executive officer, then the chairman of the board shall also be the chief
executive officer of the corporation and shall have the powers and duties
prescribed in Section 5.7 of these bylaws.
 
     5.7     CHIEF EXECUTIVE OFFICER
 
               Subject to such supervisory powers, if any, as may be given by
the board of directors to the chairman of the board, if there be such an
officer, the chief executive officer shall be subject to the control of the
board of directors and have general supervision, direction and control of the
business. He or she shall preside at all meetings of the stockholders and, in
the absence or non-existence of the chairman of the board, at all meetings of
the board of directors. He or she shall have the general powers and duties of
management usually vested in the office of the chief executive officer of a
corporation, and shall have such other powers and perform such other duties as
from time to time may be prescribed by the board of directors or these bylaws.
 
     5.8     PRESIDENT
 
               In the absence or disability of the chief executive officer, and
if there is no chairman of the board, the president shall perform all the duties
of the chief executive officer and when so acting shall have the power of, and
be subject to all the restrictions upon, the chief executive officer. The
president shall have such other powers and perform such other duties as from
time to time may be prescribed for the president by the board of directors,
these bylaws, the chief executive officer or the chairman of the board.
 
     5.9     VICE PRESIDENTS
 
               In the absence or disability of the president, the vice
presidents, if any, in order of their rank as fixed by the board of directors
or, if not ranked, a vice president designated by the board of directors, shall
perform all the duties of the president and when so acting shall have all the
powers of, and be subject to all the restrictions upon, the president. The vice
presidents shall have such other powers and perform such other duties as from
time to time may be prescribed for them respectively by the board of directors,
these bylaws, the president or the chairman of the board.
 
     5.10    SECRETARY
 
               The secretary shall keep or cause to be kept, at the principal
executive office of the corporation or such other place as the board of
directors may direct, a book of minutes of all meetings and actions of
directors, committees of directors and stockholders. The minutes shall show the
time and place of each meeting, whether regular or special (and, if special, how
authorized and the notice given), the names of those present at directors'
meetings or committee meetings, the number of shares present or represented at
stockholders' meetings, and the proceedings thereof.
 
               The secretary shall keep, or cause to be kept, at the principal
executive office of the corporation or at the office of the corporation's
transfer agent or registrar, as determined by resolution of the board of
directors, a share register, or a duplicate share register, showing the names of
all stockholders and their addresses, the number and classes of shares held by
each, the number and date of certificates evidencing such shares, and the number
and date of cancellation of every certificate surrendered for cancellation.
 
        The secretary shall give, or cause to be given, notice of all meetings
of the stockholders and of the board of directors required to be given by law or
by these bylaws. He shall keep the seal of the cor-
 
 
 
 
 
 
 
                                                                            -13-
<PAGE>
 
poration, if one be adopted, in safe custody and shall have such other powers
and perform such other duties as may be prescribed by the board of directors or
by these bylaws.
 
     5.11    CHIEF FINANCIAL OFFICER
 
               The chief financial officer shall keep and maintain, or cause to
be kept and maintained, adequate and correct books and records of accounts of
the properties and business transactions of the corporation, including accounts
of its assets, liabilities, receipts, disbursements, gains, losses, capital,
retained earnings, and shares. The books of account shall at all reasonable
times be open to inspection by any director.
 
               The chief financial officer shall deposit all money and other
valuables in the name and to the credit of the corporation with such
depositaries as may be designated in accordance with procedures established by
the board of directors. He shall disburse the funds of the corporation as may be
ordered by the board of directors, shall render to the president and directors,
whenever they request it, an account of all of his transactions as chief
financial officer and of the financial condition of the corporation, and shall
have such other powers and perform such other duties as may be prescribed by the
board of directors or these bylaws.
 
                                   ARTICLE VI
 
                          INDEMNIFICATION OF DIRECTORS,
 
                      OFFICERS, EMPLOYEES, AND OTHER AGENTS
 
     6.1     POWER TO INDEMNIFY IN ACTIONS, SUITS OR PROCEEDINGS OTHER THAN
             THOSE BY OR IN THE RIGHT OF THE CORPORATION
 
               Subject to Section 6.3 of this Article VI, the corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that such person is or was a
director or officer of the corporation, or is or was a director or officer of
the corporation serving at the request of the corporation as a director or
officer, employee or agent of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
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 action or proceeding, had no
reasonable cause to believe such person's conduct was unlawful. The termination
of any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which such
person reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that such person's con-duct was unlawful.
 
 
 
 
 
                                                                            -14-
<PAGE>
 
     6.2     POWER TO INDEMNIFY IN ACTIONS, SUITS OR PROCEEDINGS BY OR IN THE
             RIGHT OF THE CORPORATION
 
               Subject to Section 6.3 of this Article VI, the corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person is or was a director or officer of the corporation, or is or was a
director or officer of the corporation serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by such person in
connection with the defense or settlement of such action or suit 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; 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 action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.
 
     6.3     AUTHORIZATION OF INDEMNIFICATION
 
               Any indemnification under this Article VI (unless ordered by a
court) shall be made by the corporation only as authorized in the specific case
upon a determination that indemnification of the director or officer is proper
in the circumstances because such person has met the applicable standard of
conduct set forth in Section 6.1 or Section 6.2 of this Article VI, as the case
may be. Such determination shall be made, with respect to a person who is a
director or officer at the time of such determination, (a) by a majority vote of
the directors who are not parties to such action, suit or proceeding, even
though less than a quorum, or (b) by a committee of such directors designated by
a majority vote of such directors, even though less than a quorum, or (c) if
there are no such directors, or if such directors so direct, by independent
legal counsel in a written opinion or (d) by the stockholders (but only if a
majority of the directors who are not parties to such action, suit or
proceeding, if they constitute a quorum of the board of directors, presents the
issue of entitlement to indemnification to the stockholders for their
determination). Any person or persons having the authority to act on the matter
on behalf of the corporation shall make such determination, with respect to
former directors and officers. To the extent, however, that a present or former
director or officer of the corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding described above, or in
defense of any claim, issue or matter therein, such person shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection therewith, without the necessity of authorization in
the specific case.
 
     6.4     GOOD FAITH DEFINED
 
               For purposes of any determination under Section 6.3 of this
Article VI, a person shall be deemed to have 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, or, with respect to any criminal action or proceeding, to have
had no reasonable cause to believe such person's conduct was unlawful, if such
person's action is based on the records or books of account of the corporation
or another enterprise, or on information supplied to such person by the officers
of the corporation or another enterprise in the course of their duties, or on
the
 
 
 
 
 
 
                                                                            -15-
 
<PAGE>
 
advice of legal counsel for the corporation or another enterprise or on
information or records given or reports made to the corporation or another
enterprise by an independent certified public accountant or by an appraiser or
other expert selected with reasonable care by the corporation or another
enterprise. The term "another enterprise" as used in this Section 6.4 shall mean
any other corporation or any partnership, joint venture, trust, employee benefit
plan or other enterprise of which such person is or was serving at the request
of the corporation as a director, officer, employee or agent. The provisions of
this Section 6.4 shall not be deemed to be exclusive or to limit in any way the
circumstances in which a person may be deemed to have met the applicable
standard of conduct set forth in Section 6.1 or 6.2 of this Article VI, as the
case may be.
 
     6.5     INDEMNIFICATION BY A COURT
 
               Notwithstanding any contrary determination in the specific case
under Section 6.3 of this Article VI, and not withstanding the absence of any
determination thereunder, any director or officer may apply to the Court of
Chancery in the State of Delaware for indemnification to the extent otherwise
permissible under Sections 6.1 and 6.2 of this Article VI. The basis of such
indemnification by a court shall be a determination by such court that
indemnification of the director or officer is proper in the circumstances
because such person has met the applicable standards of conduct set forth in
Section 6.1 or 6.2 of this Article VI, as the case may be. Neither a contrary
determination in the specific case under Section 6.3 of this Article VI nor the
absence of any determination thereunder shall be a defense to such application
or create a presumption that the director or officer seeking indemnification has
not met any applicable standard of conduct. Notice of any application for
indemnification pursuant to this Section 5 shall be given to the corporation
promptly upon the filing of such application. If successful, in whole or in
part, the director or officer seeking indemnification shall also be entitled to
be paid the expense of prosecuting such application.
 
     6.6     EXPENSES PAYABLE IN ADVANCE
 
               Expenses incurred by a director or officer in defending any
civil, criminal, administrative or investigative action, suit or proceeding
shall be paid by the corporation in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on behalf of
such director or officer to repay such amount if it shall ultimately be
determined that such person is not entitled to be indemnified by the corporation
as authorized in this Article VI.
 
     6.7     NONEXCLUSIVITY OF INDEMNIFICATION AND ADVANCEMENT OF EXPENSES
 
               The indemnification and advancement of expenses provided by or
granted pursuant to this Article VI shall not be deemed exclusive of any other
rights to which those seeking indemnification or advancement of expenses may be
entitled under the Restated Certificate of Incorporation, any Bylaw, agreement,
vote of stockholders or disinterested directors or otherwise, both as to action
in such person's official capacity and as to action in another capacity while
holding such office, it being the policy of the corporation that indemnification
of the persons specified in Sections 6.1 and 6.2 of this Article VI shall be
made to the fullest extent permitted by law. The provisions of this Article VI
shall not be deemed to preclude the indemnification of any person who is not
specified in Section 6.1 or 6.2 of this Article VI but whom the corporation has
the power or obligation to indemnify under the provisions of the General
Corporation Law of the State of Delaware, or otherwise.
 
 
 
 
 
 
                                                                            -16-
<PAGE>
 
     6.8     INSURANCE
 
               The corporation may purchase and maintain insurance on behalf of
any person who is or was a director or officer of the corporation, or is or was
a director or officer of the corporation serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise
against any liability asserted against such person and incurred by such person
in any such capacity, or arising out of such person's 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 VI.
 
     6.9     CERTAIN DEFINITIONS
 
               For purposes of this Article VI, references to "the 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 or officers, so that any
person who is or was a director or officer of such constituent corporation, or
is or was a director or officer of such constituent corporation serving at the
request of such constituent corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, shall stand in the same position under the
provisions of this Article VI 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. For purposes of this
Article VI, references to "fines" shall include any excise taxes assessed on a
person with respect to an employee benefit plan; and references to "serving at
the request of the corporation " shall include any service as a director,
officer, employee or agent of the corporation which imposes duties on, or
involves services by, such director or officer with respect to an employee
benefit plan, its participants or beneficiaries; and a person who acted in good
faith and in a manner such person reasonably believed to be in the interest of
the participants and beneficiaries of an employee benefit plan shall be deemed
to have acted in a manner "not opposed to the best interests of the corporation"
as referred to in this Article VI.
 
     6.10    SURVIVAL OF INDEMNIFICATION AND ADVANCEMENT OF EXPENSES
 
               The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article VI shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director
or officer and shall inure to the benefit of the heirs, executors and
administrators of such a person.
 
     6.11    LIMITATION ON INDEMNIFICATION
 
               Notwithstanding anything contained in this Article VI to the
contrary, except for proceedings to enforce rights to indemnification (which
shall be governed by Section 6.5 hereof), the corporation shall not be obligated
to indemnify any director or officer in connection with a proceeding (or part
thereof) initiated by such person unless such proceeding (or part thereof) was
authorized or consented to by the board of directors of the corporation.
 
 
 
 
 
 
                                                                            -17-
<PAGE>
 
     6.12    INDEMNIFICATION OF EMPLOYEES AND AGENTS
 
               The corporation may, to the extent authorized from time to time
by the board of directors, provide rights to indemnification and to the
advancement of expenses to employees and agents of the corporation similar to
those conferred in this Article VI to directors and officers of the corporation.
 
 
                                  ARTICLE VII
 
                               RECORDS AND REPORTS
 
     7.1     MAINTENANCE AND INSPECTION OF RECORDS
 
               The corporation shall, either at its principal executive office
or at such place or places as designated by the board of directors, keep a
record of its stockholders listing their names and addresses and the number and
class of shares held by each stockholder, a copy of these bylaws as amended to
date, accounting books and other records.
 
               Any stockholder of record, in person or by attorney or other
agent, shall, upon written demand under oath stating the purpose thereof, have
the right during the usual hours for business to inspect for any proper purpose
the corporation's stock ledger, a list of its stockholders, and its other books
and records and to make copies or extracts therefrom. A proper purpose shall
mean a purpose reasonably related to such person's interest as a stockholder. In
every instance where an attorney or other agent is the person who seeks the
right to inspection, the demand under oath shall be accompanied by a power of
attorney or such other writing that authorizes the attorney or other agent to so
act on behalf of the stockholder. The demand under oath shall be directed to the
corporation at its registered office in Delaware or at its principal place of
business.
 
               The officer who has charge of the stock ledger of a corporation
shall prepare and make, at least ten (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.
Nothing contained in this Section shall require the corporation to include
electronic mail addresses or other electronic contact information on such list.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting for a period of at least 10 days prior to the meeting:
(i) on a reasonably accessible electronic network, provided that the information
required to gain access to such list is provided with the notice of the meeting,
or (ii) during ordinary business hours, at the principal place of business of
the corporation. In the event that the corporation determines to make the list
available on an electronic network, the corporation may take reasonable steps to
ensure that such information is available only to stockholders of the
corporation. If the meeting is to be held at a place, then the 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. If the meeting
is to be held solely by means of remote communication, then the list shall also
be open to the examination of any stockholder during the whole time of the
meeting on a reasonably accessible electronic network, and the information
required to access such list shall be provided with the notice of the meeting.
 
 
 
 
 
 
                                                                            -18-
<PAGE>
 
     7.2     INSPECTION BY DIRECTORS
 
               Any director shall have the right to examine the corporation's
stock ledger, a list of its stockholders and its other books and records for a
purpose reasonably related to his or her position as a director. The Court of
Chancery is hereby vested with the exclusive jurisdiction to determine whether a
director is entitled to the inspection sought. The Court may summarily order the
corporation to permit the director to inspect any and all books and records, the
stock ledger, and the stock list and to make copies or extracts therefrom. The
Court may, in its discretion, prescribe any limitations or conditions with
reference to the inspection, or award such other and further relief as the Court
may deem just and proper.
 
     7.3     ANNUAL STATEMENT TO STOCKHOLDERS
 
               The board of directors shall present at each annual meeting, and
at any special meeting of the stockholders when called for by vote of the
stockholders, a full and clear statement of the business and condition of the
corporation.
 
     7.4     REPRESENTATION OF SHARES OF OTHER CORPORATIONS
 
               The chairman of the board, the chief executive officer, the
president or any other person authorized by the board of directors or the chief
executive officer or president, is authorized to vote, represent, and exercise
on behalf of this corporation all rights incident to any and all shares of any
other corporation or corporations standing in the name of this corporation. The
authority herein granted may be exercised either by such person directly or by
any other person authorized to do so by proxy or power of attorney duly executed
by such person having the authority.
 
                                  ARTICLE VIII
 
                                 GENERAL MATTERS
 
     8.1     RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING
 
               For purposes of determining the stockholders entitled to receive
payment of any dividend or other distribution or allotment of any rights or the
stockholders entitled to exercise any rights in respect of any other lawful
action (other than action by stockholders by written consent without a meeting),
the board of directors may fix, in advance, a record date, which shall not be
more than sixty (60) days before any such action. In that case, only
stockholders of record at the close of business on the date so fixed are
entitled to receive the dividend, distribution or allotment of rights, or to
exercise such rights, as the case may be, notwithstanding any transfer of any
shares on the books of the corporation after the record date so fixed, except as
otherwise provided by law.
 
               If the board of directors does not so fix a record date, then the
record date for determining stockholders for any such purpose shall be at the
close of business on the day on which the board adopts the applicable resolution
or the sixtieth (60th) day before the date of that action, whichever is later.
 
     8.2     CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS
 
               From time to time, the board of directors shall determine by
resolution which person or persons may sign or endorse all checks, drafts, other
orders for payment of money, notes or other evidences of
 
 
 
 
 
                                                                            -19-
<PAGE>
 
indebtedness that are issued in the name of or payable to the corporation, and
only the persons so authorized shall sign or endorse those instruments.
 
     8.3     CORPORATE CONTRACTS AND INSTRUMENTS:  HOW EXECUTED
 
               The board of directors, except as otherwise provided in these
bylaws, may authorize any officer or officers, or agent or agents, to enter into
any contract or execute any instrument in the name of and on behalf of the
corporation; such authority may be general or confined to specific instances.
Unless so authorized or ratified by the board of directors or within the agency
power of an officer, 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 for any purpose or for any amount.
 
     8.4     STOCK CERTIFICATES; PARTLY PAID SHARES
 
               The shares of a corporation shall be represented by certificates,
provided that the board of directors of the corporation may provide by
resolution or resolutions that some or all of any or all classes or series of
its stock shall be uncertificated shares. Any such resolution shall not apply to
shares represented by a certificate until such certificate is surrendered to the
corporation. Notwithstanding the adoption of such a resolution by the board of
directors, every holder of stock represented by certificates and upon request
every holder of uncertificated shares shall be entitled to have a certificate
signed in the name of the corporation by(a) the chairman or vice-chairman of the
board of directors, or the chief executive officer, president or vice-president,
and by (b) the chief financial officer, treasurer, secretary or an assistant
secretary of the corporation representing the number of shares registered in
certificate form. Any or all of the signatures on the certificate may be a
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate has ceased to be
such officer, transfer agent or registrar before such certificate is issued, it
may be issued by the corporation with the same effect as if he or she were such
officer, transfer agent or registrar at the date of issue.
 
     8.5     SPECIAL DESIGNATION ON CERTIFICATES
 
               If the corporation is authorized to issue more than one class of
stock or more than one series of any class, then the powers, the designations,
the preferences, and the relative, participating, optional or other special
rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights shall be set forth
in full or summarized on the face or back of the certificate that the
corporation shall issue to represent such class or series of stock; provided,
however, that, except as otherwise provided in Section 202 of the General
Corporation Law of Delaware, in lieu of the foregoing requirements there may be
set forth on the face or back of the certificate that the corporation shall
issue to represent such class or series of stock a statement that the
corporation will furnish without charge to each stockholder who so requests the
powers, the designations, the preferences, and the relative, participating,
optional or other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such preferences and/or
rights.
 
     8.6     LOST CERTIFICATES
 
               Except as provided in this Section 8.6, no new certificates for
shares shall be issued to replace a previously issued certificate unless the
latter is surrendered to the corporation and canceled at the same time. The
board of directors may, in case any share certificate or certificate for any
other security is lost,
 
 
 
 
 
                                                                            -20-
 
<PAGE>
 
stolen or destroyed, authorize the issuance of replacement certificates on such
terms and conditions as the board may require; the board may require
indemnification of the corporation secured by a bond or other adequate security
sufficient to protect the corporation against any claim that may be made against
it, including any expense or liability, on account of the alleged loss, theft or
destruction of the certificate or the issuance of the replacement certificate.
 
     8.7     CONSTRUCTION; DEFINITIONS
 
               Unless the context requires otherwise, the general provisions,
rules of construction, and definitions in the General Corporation Law of
Delaware shall govern the construction of these bylaws. Without limiting the
generality of this provision, the singular number includes the plural, the
plural number includes the singular, and the term "person" includes both a
corporation and a natural person. Also without limiting the generality of this
provision, for purposes of these Bylaws, "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.
 
                                   ARTICLE IX
 
                                   AMENDMENTS
 
               These bylaws of the corporation may be altered, amended or
repealed, in whole or in part, or new bylaws may be adopted by the stockholders
entitled to vote or by the board of directors. All such amendments must be
approved by either the holders of sixty six and two thirds percent (66-2/3%) of
the voting power of outstanding capital stock entitled to vote at an election of
directors or by a majority of the board of directors then in office. The fact
that such power has been so conferred upon the board of directors shall not
divest the stockholders of the power, nor limit their power to adopt, alter,
amend or repeal bylaws.
 
 
 
 
                                                                            -21-
 
<PAGE>
 
 
 
 
             CERTIFICATE OF ADOPTION OF AMENDED AND RESTATED BYLAWS
 
                                       OF
 
                                  ALTIRIS, INC.
 
 
 
 
 
                            Certificate by Secretary
                            ------------------------
 
               The undersigned hereby certifies that he is the duly elected
Secretary of Altiris, Inc. and that the foregoing Amended and Restated Bylaws,
comprising twenty-one (21) pages, were adopted as the Bylaws of the corporation
on April 24, 2006 by the board of directors.
 
               IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 28th day of April, 2006.
 
                                                   /s/ Craig H. Christensen
                                                   ----------------------------
                                                   Craig H. Christensen
                                                   Secretary