Exhibit 3.4
 
 
 
 
                                     BYLAWS
 
                                       OF
 
                       MONOLITHIC SYSTEM TECHNOLOGY, INC.
 
                             A DELAWARE CORPORATION
 
                     ADOPTED EFFECTIVE AS OF AUGUST 31, 2000
 
 
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                                     BYLAWS
 
                                       OF
 
                       MONOLITHIC SYSTEM TECHNOLOGY, INC.
 
                             A DELAWARE CORPORATION
 
                                    ARTICLE I
 
                                CORPORATE OFFICES
 
         1.1   REGISTERED OFFICE. The registered office of the Corporation
shall be: 1209 Orange Street, City of Wilmington, County of Newcastle, State
of Delaware. The name of the registered agent of the Corporation at such
location is The Corporate Trust Company.
 
         1.2   OTHER OFFICES. The Board of Directors may at any time
establish other 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 by the Board
of Directors; provided however, the Board of Directors may, in its sole
discretion, determine that the meeting shall not be held at any place, but
may instead be held solely by means of remote communication as authorized in
paragraph (a) of this section. In the absence of any such designation,
stockholders' meetings shall be held at the registered office of the
Corporation.
 
               a) If authorized by the Board of Directors, stockholders and
         proxyholders not physically present at a meeting of stockholders may,
         by means of remote communication:
 
                           1) participate in a meeting of stockholders; and
 
                           2) be deemed present in person and vote at a
                  meeting of stockholders whether such meeting is to be held
                  at a designated place or solely by means of remote
                  communication, provided that (i) the corporation shall
                  implement reasonable measures to verify that each person
                  deemed present and permitted to vote at the meeting by
                  means of remote communication is a stockholder or
                  proxyholder, (ii) the corporation shall implement
                  reasonable measures to provide such stockholders and
                  proxyholders a reasonable opportunity to participate in the
                  meeting and to vote on matters submitted to the
                  stockholders, including an opportunity to read or hear the
                  proceedings of the meeting substantially concurrently with
                  such proceedings, and (iii) if any stockholder or
                  proxyholder votes or takes other action at the meeting by
                  means of remote communication, a record of such vote or
                  other action shall be maintained by the corporation.
 
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         2.2   ANNUAL MEETINGS. The annual meeting of stockholders shall be
held each year on a date and at a time designated by the Board of Directors.
At the meeting, directors shall be elected and any other proper business may
be transacted. Notwithstanding the preceding sentence to the contrary,
stockholders may act by written consent to elect directors; provided,
however, that, if such consent is less than unanimous, such action by written
consent may be in lieu of holding an annual meeting only if all of the
directorships to which directors could be elected at an annual meeting held
at the effective time of such action are vacant and are filled by such action.
 
         2.3   SPECIAL MEETINGS. Special meetings of stockholders of the
Corporation may be called only by the Board of Directors pursuant to a
resolution adopted by a majority of the total number of authorized directors,
the Chairman of the Board of Directors, the Chief Executive Officer or any
individual holder of twenty five percent (25%) of the outstanding shares of
common stock of the Corporation.
 
         If a special meeting is called by any person or persons other than
the Board of Directors, the request shall be in writing, or by electronic
transmission or transmissions, 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
form of electronic transmission to the Chairman of the Board, the President
or the Secretary of the Corporation. No business may be transacted at such
special meeting otherwise than specified in such notice. The officer
receiving the request shall cause notice to be promptly given to the
stockholders entitled to vote, in accordance with the provisions of Sections
2.4 and 2.5 of this Article II, that a meeting will be held at the time
requested by the person or persons who called the meeting, not less than 60
nor more than 90 days after the receipt of the request. If the notice is not
given within 30 days after the receipt of the request, the person or persons
requesting the meeting may give the notice. Nothing contained in this
paragraph shall be construed as limiting, fixing, or affecting the time when
a meeting of stockholders called by action of the Board of Directors may be
held.
 
         2.4   NOTICE OF STOCKHOLDERS' MEETINGS. All notices of meetings of
stockholders shall be in writing and shall be sent or otherwise given in
accordance with Section 2.5 of these Bylaws 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 notice shall specify the place, if any, date, and hour of
the meeting, and in the case of the means of remote communications, if any,
by which stockholders and proxy holders may be deemed to be present in person
and vote at such meeting, and in the case of a special meeting, the purpose
or purposes for which the meeting is called.
 
         2.5   MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE. Written notice
of any meeting of stockholders 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.
Notice may also be given by such other means as may be authorized from time
to time under the General Corporation Law of the State of Delaware. 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.
 
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         2.6   ITEMS OF BUSINESS AT MEETINGS. The chairman of any meeting of
stockholders shall determine the order of business and the procedure at the
meeting, including such regulation of the manner of voting and the conduct of
business. Items of business at all meetings of the stockholders shall be,
insofar as applicable, as follows:
 
               -   Call to order;
 
               -   Proof of notice of meeting or waiver thereof;
 
               -   Appointment of inspectors of election, if necessary;
 
               -   A quorum being present;
 
               -   Reports;
 
               -   Election of directors;
 
               -   Other business specified in the notice of the meeting;
 
               -   Voting; and
 
               -   Adjournment.
 
         Any items of business not referred to in the foregoing may be taken
up at the meeting as the chairman of the meeting shall determine.
 
         No other business shall be transacted at any annual meeting of
stockholders, except such business as may be: (i) specified in the notice of
meeting (including stockholder proposals included in the Corporation's proxy
materials under Rule 14a-8 of Regulation 14A under the Securities Exchange
Act of 1934), (ii) otherwise brought before the meeting by or at the
direction of the Board of Directors, or (iii) a proper subject for the
meeting which is timely submitted by a stockholder of the Corporation
entitled to vote at such meeting who complies with the notice requirements
set forth below.
 
         For business to be properly submitted by a stockholder before any
annual meeting under section (iii) of the preceding sentence, a stockholder
must give timely notice in writing, or by electronic transmission or
transmissions, of such business to the Secretary of the Corporation. To be
considered timely with respect to an annual meeting, a stockholder's notice
must be received by the Secretary at the principal executive offices of the
Corporation not less than 120 calendar days nor more than 150 calendar days
before the date of the Corporation's proxy statement released to stockholders
in connection with the prior year's annual meeting. However, if no annual
meeting was held in the previous year, or if the date of the applicable
annual meeting has been changed by more than 30 days from the date
contemplated at the time of the previous year's proxy statement, a
stockholder's notice must be received by the Secretary not later than 30 days
before the date the Corporation commences mailing of its proxy materials in
connection with the applicable annual meeting.
 
         A stockholder's notice to the Secretary to submit business to an
annual meeting of stockholders shall set forth: (i) the name and address of
the stockholder, (ii) the number of shares of stock held of record and
beneficially by such stockholder, (iii) the name in which all such shares of
 
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stock are registered on the stock transfer books of the Corporation, (iv) a
representation that the stockholder intends to appear at the meeting in
person or by proxy to submit the business specified in such notice, (v) a
brief description of the business desired to be submitted to the annual
meeting, including the complete text of any resolutions intended to be
presented at the annual meeting, and the reasons for conducting such business
at the annual meeting, (vi) any personal or other material interest of the
stockholder in the business to be submitted, and (vii) all other information
relating to the proposed business which may be required to be disclosed under
applicable law. In addition, a stockholder seeking to submit such business at
the meeting shall promptly provide any other information reasonably requested
by the Corporation.
 
         The chairman of the meeting shall determine all matters relating to
the efficient conduct of the meeting, including, but not limited to, the
items of business, as well as the maintenance of order and decorum. The
chairman shall determine and declare that any putative business was not
properly brought before the meeting in accordance with the procedures
described by this Section 2.6, in which case such business shall not be
transacted.
 
         Notwithstanding the foregoing provisions of this Section 2.6, a
stockholder who seeks to have any proposal included in the Corporation's
proxy materials shall comply with the requirements of Rule 14a-8 under
Regulation 14A of the Securities Exchange Act of 1934, as amended.
 
         2.7   QUORUM. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or, when
authorized, by means of remote communication or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction
of business, except as otherwise provided by statute. If, however, such
quorum is not present or represented at any meeting of the stockholders, then
either (i) the chairman of the meeting or (ii) the stockholders entitled to
vote thereat, present in person or, when authorized, by means of remote
communication or represented by proxy, shall have power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum is present or represented. At such adjourned meeting
at which a quorum is present or represented, any business may be transacted
that might have been transacted at the meeting as originally noticed.
 
         2.8   ADJOURNED MEETING; NOTICE. When a meeting is adjourned to
another time or place, if any, notice need not be given of the adjourned
meeting if the time and place, if any, thereof are announced at the meeting
at which the adjournment is taken. At the adjourned meeting the Corporation
may transact any business that might have been transacted at the original
meeting. If the adjournment is for more than 30 days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled
to vote at the meeting.
 
         2.9   VOTING. The stockholders entitled to vote at any meeting of
stockholders shall be determined in accordance with the provisions of Section
2.12 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 of stock and to voting trusts and
other voting agreements). Except as provided in the preceding sentence, each
stockholder shall be entitled to one vote for each share of capital stock
held by such stockholder.
 
         2.10  WAIVER OF NOTICE. Whenever notice regarding a stockholder
meeting is required to be given under any provision of the General
Corporation Law of Delaware or of the Certificate of Incorporation or these
Bylaws, a written waiver thereof, signed by the person entitled
 
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to notice, or a waiver by electronic transmission by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a 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. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the stockholders need be specified in any
written waiver of notice.
 
         2.11  STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Any
action required by this article to be taken at any annual or special meeting
of stockholders of the Corporation, or any action that may be taken at any
annual or special meeting of such stockholders, may be taken without a
meeting, without prior notice, and without a vote if a consent in writing,
setting forth the action so taken, is signed by the holders of outstanding
stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted.
 
         Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing. If the action which is
consented to is such as would have required the filing of a certificate under
any section of the General Corporation Law of Delaware if such action had
been voted on by stockholders at a meeting thereof, then the certificate
filed under such section shall state, in lieu of any statement required by
such section concerning any vote of stockholders, that written notice and
written consent have been given as provided in Section 228 of the General
Corporation Law of Delaware.
 
         A telegram, cablegram or other electronic transmission consenting to
an action to be taken and transmitted by a stockholder or proxyholder, or by
a person or persons authorized to act for a stockholder or proxyholder, shall
be deemed to be written, signed and dated for the purposes of this article,
provided that any such telegram, cablegram or other electronic transmission
sets forth or is delivered with information from which the corporation can
determine (A) that the telegram, cablegram or other electronic transmission
was transmitted by the stockholder or proxyholder or by a person or persons
authorized to act for the stockholder or proxyholder and (B) the date on
which such stockholder or proxyholder or authorized person or persons
transmitted such telegram, cablegram or electronic transmission. The date on
which such telegram, cablegram or electronic transmission is transmitted
shall be deemed to be the date on which such consent was signed. No consent
given by telegram, cablegram or other electronic transmission shall be deemed
to have been delivered until such consent is reproduced in paper form and
until such paper form shall be delivered to the corporation by delivery to
its registered office in this State, 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 a
corporation's registered office shall be made by hand or by certified or
registered mail, return receipt requested. Notwithstanding the foregoing
limitations on delivery, consents given by telegram, cablegram or other
electronic transmission may be otherwise delivered to the principal place of
business of the corporation or to an officer or agent of the corporation
having custody of the book in which proceedings of meetings of stockholders
are recorded if, to the extent and in the manner provided by resolution of
the board of directors of the corporation.
 
         2.12  RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS.
In order that the Corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders or any adjournment
thereof, or entitled to express consent to
 
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corporate action in writing without a meeting, or entitled to receive payment
of any dividend or other distribution or allotment of any rights, or entitled
to exercise any rights in respect of any change, conversion or exchange of
stock or for the purpose of any other lawful action, the Board of Directors
may fix, in advance, a record date, which shall not be more than 60 nor less
than 10 days before the date of such meeting.
 
         If the Board of Directors does not so fix a record date:
 
               (i)    The record date for determining stockholders entitled
         to notice of or to vote at a meeting of stockholders shall be at the
         close of business on the day next preceding the day on which notice
         is given, or, if notice is waived, at the close of business on the
         day next preceding the day on which the meeting is held;
 
               (ii)   The record date for determining stockholders entitled
         to express consent to corporate action in writing without a meeting,
         when no prior action by the Board of Directors is necessary, shall
         be the day on which the first written consent is expressed; and
 
               (iii)  The record date for determining stockholders for any
         other purpose shall be at the close of business on the day on which the
         Board of Directors adopts the resolution relating thereto.
 
         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.
 
         2.13  PROXIES. Each stockholder entitled to vote at a meeting of
stockholders (or to express consent or dissent to corporate action in writing
without a meeting) may authorize another person or persons to act for him by
a written proxy, or electronic transmission, signed by the stockholder and
filed with the Secretary of the Corporation, but no such proxy shall be voted
or acted upon after three 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, facsimile
telecommunication or other means) by the stockholder or the stockholder's
attorney-in-fact. Furthermore, the Secretary of the Corporation may determine
in the interests of the Corporation to accept proxies granting authority by
the methods approved by Section 212(c) of the General Corporation Law of
Delaware. The revocability of a proxy that states on its face that it is
irrevocable shall be governed by the provisions of Section 212(e) of the
General Corporation Law of Delaware.
 
         2.14  LIST OF STOCKHOLDERS ENTITLED TO VOTE. The officer who has
charge of the stock ledger of the Corporation shall prepare and make, 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. 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
 
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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 the 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.
 
         2.15  CONSENT TO ELECTRONIC TRANSMISSION OF NOTICE. 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 this chapter, the certificate of incorporation, or the bylaws
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 two consecutive notices given by the corporation
in accordance with such consent and (2) such inability becomes known to the
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. For purposes of this
document, "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. 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.
 
                                   ARTICLE III
 
                                    DIRECTORS
 
         3.1   POWERS. Subject to the provisions of the General Corporation
Law of Delaware and any limitation in the 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, ELECTION. The number of directors that shall
constitute the whole Board of Directors shall be determined by resolution of
the Board of Directors, or by the stockholders at the annual meeting of
stockholders. All of the directors shall be of legal age. Directors need not
be stockholders. Except as otherwise provided by statute or these Bylaws, the
directors shall be elected at the annual meeting of the stockholders for the
election of directors at which a quorum is present, and the persons receiving
a plurality of the votes cast at such election shall be elected. Each
director shall hold office until the next annual meeting of the stockholders
and until his successor shall have been duly elected and qualified or until
his death, or until he shall have resigned, or until he shall have been
removed, as hereinafter provided in these Bylaws, or as otherwise provided by
statute or the Certificate of Incorporation.
 
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         3.3   QUALIFICATION AND TERM OF OFFICE OF DIRECTORS. All of the
directors shall be of legal age. Directors need not be stockholders. Each
director, including a director elected to fill a vacancy, shall hold office
until his successor is elected and qualified or until his earlier resignation
or removal.
 
         All elections of directors shall be by written ballot, unless
otherwise provided in the certificate of incorporation; if authorized by the
board of directors, such requirement of a written ballot shall be satisfied
by a ballot submitted by electronic transmission, provided that any such
electronic transmission must either set forth or be submitted with
information from which it can be determined that the electronic transmission
was authorized by the stockholder or proxy holder.
 
         3.4   RESIGNATION AND VACANCIES. Any director may resign at any time
upon written notice or electronic transmission to the attention of the
Secretary of the Corporation. When one or more directors so resigns and the
resignation is effective at a future date, a majority of the directors then
in office, including those who have so resigned, shall have power to fill
such vacancy or vacancies, the vote thereon to take effect when such
resignation or resignations shall become effective, and each director so
chosen shall hold office as provided in this section in the filling of other
vacancies.
 
         Vacancies and newly created directorships resulting from any
increase in the authorized number of directors elected by all of the
stockholders having the right to vote as a single class may be filled by a
majority of the directors then in office, although less than a quorum, or by
a sole remaining director.
 
         Whenever the holders of any class or classes of stock or series
thereof are entitled to elect one or more directors by the provisions of the
Certificate of Incorporation, vacancies and newly created directorships of
such class or classes or series may be filled by a majority of the directors
elected by such class or classes or series thereof then in office, or by a
sole remaining director so elected.
 
         If at any time, by reason of death or resignation or other cause,
the Corporation should have no directors in office, then any officer or any
stockholder or any executor, administrator, trust or guardian of a
stockholder, or other fiduciary entrusted with like responsibility for the
person or estate of a stockholder, may call a special meeting of stockholders
in accordance with the provisions of the Certificate of Incorporation or
these Bylaws, or may apply to the Court of Chancery for a decree summarily
ordering an election as provided in Section 211 of the General Corporation
Law of Delaware.
 
         If, at the time of filling any vacancy or any newly created
directorship, the directors then in office constitute less than a majority of
the whole board (as constituted immediately prior to any such increase), then
the Court of Chancery may, upon application of any stockholder or
stockholders holding at least twenty-five percent (25%) of the total number
of the shares at the time outstanding having the right to vote for such
directors, summarily order an election to be held to fill any such vacancies
or newly created directorships, or to replace the directors chosen by the
directors then in office as aforesaid, which election shall be governed by
the provisions of Section 211 of the General Corporation Law of Delaware as
far as applicable.
 
         3.5   PLACE OF MEETINGS; MEETINGS BY TELEPHONE. The Board of
Directors of the Corporation may hold meetings, both regular and special,
either within or outside the
 
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State of Delaware. Members of the Board of Directors, or any committee
designated by the Board of Directors, may participate in a meeting of the
Board of Directors, or any committee, by means of conference telephone or
similar communications equipment by means of which all persons participating
in the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.
 
         3.6   REGULAR MEETINGS. Regular meetings of the Board of Directors
may be held without notice at such time and at such place, if any, as shall
from time to time be determined by the board.
 
         3.7   SPECIAL  MEETINGS;  NOTICE.  Special  meetings of the Board of
Directors  for any purpose or purposes may be called at any time by the
Chairman of the Board, the president or any two directors.
 
         Notice of the time and place, if any, of special meetings shall be
delivered personally or by telephone or electronic transmission to each
director or sent by first-class mail, charges prepaid, addressed to each
director at that director's 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 days before the time of the holding of the meeting.
If the notice is delivered personally or by telephone or electronic
transmission, it shall be delivered personally or by telephone by electronic
transmission at least 48 hours before the time of the holding of the meeting.
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. The notice need not specify the purpose or the place of the
meeting, if the meeting is to be held at the principal executive office of
the Corporation. Notice also may be given by any other means authorized from
time to time under the General Corporation Law of Delaware.
 
         3.8   QUORUM. At all meetings of the Board of Directors, a majority
of the authorized number of directors shall constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board of
Directors, except as may be otherwise specifically provided by statute or by
the Certificate of Incorporation. If a quorum is not present at any meeting
of the Board of Directors, then the directors present thereat may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum is present. 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. Whenever notice regarding a meeting of the
Board of Directors is required to be given under any provision of the General
Corporation Law of Delaware or of the Certificate of Incorporation or these
Bylaws, a written waiver thereof, signed by the person entitled to notice, or
a waiver by electronic transmission by the person entitled to notice, whether
before or after the time stated therein, shall be deemed equivalent to
notice. Attendance of a person at a meeting shall constitute a waiver of
notice of such meeting, except when the person attends a 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. Neither the business to be transacted at, nor other purpose of, any
regular or special meeting of the directors, or members of a committee of
directors, need be specified in any written waiver of notice.
 
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         3.10  BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Any action
required or permitted to be taken at any meeting of the Board of Directors,
or of any committee thereof, may be taken without a meeting if all members of
the board or committee, as the case may be, consent thereto in writing, or by
electronic transmission or transmissions and the writing or writings are
filed with the minutes of proceedings of the board, or committee. 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.
 
         3.11  FEES AND COMPENSATION OF DIRECTORS. The Board of Directors
shall have the  authority to fix the compensation of directors.
 
         3.12  APPROVAL OF LOANS TO OFFICERS. The Corporation may lend money
to, or guarantee any obligation of, or otherwise assist any officer or other
employee of the Corporation or of its subsidiaries, including any officer or
employee who is a director of the Corporation or its subsidiaries, whenever,
in the judgment of the directors, such loan, guaranty or assistance may
reasonably be expected to benefit the Corporation. The loan, guaranty or
other assistance may be with or without interest and may be unsecured, or
secured in such manner as the Board of Directors shall approve, including,
without limitation, a pledge of shares of stock of the Corporation. Nothing
contained in this section shall be deemed to deny, limit or restrict the
powers of guaranty or warranty of the Corporation at common law or under any
statute.
 
         3.13  REMOVAL OF DIRECTORS. Unless otherwise restricted by statute,
any director or the entire Board of Directors may be removed, with or without
cause, by the holders of a majority of the shares then entitled to elect such
director.
 
                                   ARTICLE IV
 
                                   COMMITTEES
 
         4.1   COMMITTEES OF DIRECTORS. The Board of Directors may, by
resolution passed by a majority of the whole board, designate one or more
committees, with each committee to consist of one or more of the directors of
the Corporation. The Board of Directors 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 thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board
of Directors to act at the meeting in the place of any such absent or
disqualified member. Any such committee, to the extent provided in the
resolution of the Board of Directors or in the Bylaws of the Corporation,
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
that may require it; but no such committee shall have the power or authority
to (i) approve or adopt, or recommend to the stockholders, any action or
matter expressly required by this chapter to be submitted to stockholders for
approval or (ii) adopt, amend or repeal any bylaw of the corporation.
 
         4.2   COMMITTEE MINUTES. Each committee shall keep regular minutes
of its meetings and report the same to the Board of Directors when required.
 
                                       10
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         4.3   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 and
meetings by telephone), Section 3.6 (regular meetings), Section 3.7 (special
meetings and notice), Section 3.8 (quorum), Section 3.9 (waiver of notice),
and Section 3.10 (action without a 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.
 
                                    ARTICLE V
 
                                    OFFICERS
 
         5.1   OFFICERS. The officers of the Corporation shall be a Chief
Executive Officer, 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, one or more Vice Presidents, one or more assistant
vice presidents, one or more assistant secretaries, and one or more Assistant
Treasurers, and any such other officers as may be appointed in accordance
with the provisions of Section 5.3 of these Bylaws. Any number of offices may
be held by the same person.
 
         5.2   APPOINTMENT OF OFFICERS. The officers of the Corporation,
except such officers as may be appointed in accordance with the provisions of
Sections 5.3 or 5.5 of these Bylaws, shall be appointed 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
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 an affirmative vote of the majority
of the Board of Directors at any regular or special meeting of the board or,
except in the 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 or
electronic transmission 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.  Any vacancy  occurring  in any office
of the  Corporation  shall be filled by the Board of Directors.
 
                                       11
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         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 Executive Officer or
President, 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, or CEO,
shall, subject to the control of the Board of Directors, have general
supervision, direction, and control of the business and the officers of the
Corporation. He shall preside at all meetings of the stockholders and, in the
absence or nonexistence of a Chairman of the Board, at all meetings of the
Board of Directors. If the Chief Financial Officer is unavailable or if there
is no Chief Financial Officer, the CEO shall serve as the acting Chief
Financial Officer.
 
         5.8   PRESIDENT. In the absence or disability of the CEO, the
President shall (a) act as the Chief Executive Officer of the corporation,
subject to the control of the Board of Directors, and have general
supervision, direction and control of the business and affairs of the
corporation, (b) preside at all meetings of the shareholders and, in the
absence of the Chairman of the Board and the Chief Executive Officer, at all
meetings of the Board of Directors, and (c) call meetings of the shareholders
and also the Board of Directors to be held, subject to limitations prescribed
by law or by these Bylaws, at such times and at such places as the President
shall deem proper and shall have such other powers and duties as may be
prescribed by the Board of Directors or these Bylaws. The President shall
also affix the signature of the Corporation to all deeds, conveyances,
mortgages, leases, obligations, bonds, certificates, and other papers and
instruments in writing which have been authorized by the Board of Directors
or which, in the judgment of the President, are to be executed on behalf of
the Corporation, the signed certificates for shares of stock of the
Corporation and, subject to the direction of the Board of Directors, have
general charge of the property of the Corporation and to supervise and
control all officers, agents and employees of the Corporation.
 
         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, if any, 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
 
                                       12
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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 Corporation,
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 moneys and other
valuables in the name and to the credit of the Corporation with such
depositories as may be designated by the Board of Directors. He shall
disburse the funds of the Corporation as may be ordered by the Board of
Directors, shall render to the Chief Executive Officer, President and
directors, whenever they request it, an account of all his transactions as
Chief Financial Officer and of the financial condition of the Corporation,
and shall have other powers and perform such other duties as may be
prescribed by the Board of Directors or these Bylaws.
 
         The Chief Financial Officer shall be the treasurer of the
Corporation, unless otherwise determined by the Board of Directors.
 
         5.12  ASSISTANT SECRETARY. The Assistant Secretary, or, if there is
more than one, the assistant secretaries in the order determined by the
stockholders or Board of Directors (or if there be no such determination,
then in the order of their election) shall, in the absence of the Secretary
or in the event of his or her inability or refusal to act, perform the duties
and exercise the powers of the Secretary and shall perform such other duties
and have such other powers as may be prescribed by the Board of Directors or
these Bylaws.
 
         5.13  ASSISTANT TREASURER. The Assistant Treasurer, or, if there is
more than one, the Assistant Treasurers, in the order determined by the
stockholders or Board of Directors (or if there be no such determination,
then in the order of their election), shall, in the absence of the Chief
Financial Officer or in the event of his or her inability or refusal to act,
perform the duties and exercise the powers of the Chief Financial Officer and
shall perform such other duties and have such other powers as may be
prescribed by the Board of Directors or these Bylaws.
 
         5.14  REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The Chairman
of the Board, the CEO, the President, any Vice President, the Chief Financial
Officer, the Secretary or Assistant Secretary of the Corporation, or any
other person authorized by the Board of Directors or the President or a Vice
President, is authorized to vote, represent, and exercise on behalf of the
Corporation all rights incident to any and all shares of any other
corporation or corporations standing in the name of the Corporation. The
authority granted herein 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.
 
                                       13
<PAGE>
 
         5.15  AUTHORITY AND DUTIES OF OFFICERS. In addition to the foregoing
authority and duties, all officers of the Corporation shall respectively have
such authority and perform such duties in the management of the business of
the Corporation as may be designated from time to time by the Board of
Directors or the stockholders.
 
                                   ARTICLE VI
 
                                    INDEMNITY
 
         6.1   THIRD PARTY ACTIONS. Subject to the provisions 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 he is or was a director or officer of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer or employee of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement (if such settlement is
approved in advance by the Corporation, which approval shall not be
unreasonably withheld) actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests
of the Corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful. The termination
of any action, suit or proceeding by judgment, order, settlement, conviction,
or upon 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 he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
 
         6.2   ACTIONS BY OR IN THE RIGHT OF THE CORPORATION. Subject to the
provisions 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 he is or was a
director, officer or employee of the Corporation, or is or was serving at the
request of the Corporation as a director, officer or employee of another
Corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by him
in connection with the defense or settlement of such action or suit, if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation, 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 Delaware 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 Delaware Court of Chancery or such
other court shall deem proper. Notwithstanding any other provision of this
Article VI, no person shall be indemnified hereunder for any expenses or
amounts paid in settlement with respect to any action to recover short-swing
profits under Section 16(b) of the Securities Exchange Act of 1934, as
amended.
 
         6.3   SUCCESSFUL DEFENSE. To the extent that a director, officer or
employee of the Corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in Sections 6.1 and
6.2, or in defense of any claim, issue or matter therein, he
 
                                       14
<PAGE>
 
shall be indemnified against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection therewith.
 
         6.4   DETERMINATION OF CONDUCT. Any indemnification under
Sections 6.1 and 6.2 (unless ordered by a court) shall be made by the
Corporation only as authorized in the specific case upon a determination that
the indemnification of the director, officer or employee is proper in the
circumstances because he has met the applicable standard of conduct set forth
in Sections 6.1 and 6.2. Such determination shall be made (i) by the Board of
Directors by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding or (ii) if such quorum is not
obtainable or, even if obtainable, a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (iii) by the
stockholders. Notwithstanding the foregoing, a director, officer or employee
of the Corporation shall be entitled to contest any determination that the
director, officer or employee has not met the applicable standard of conduct
set forth in Sections 6.1 and 6.2 by petitioning a court of competent
jurisdiction.
 
         6.5   PAYMENT OF EXPENSES IN ADVANCE. Expenses incurred in defending
a civil or criminal action, suit or proceeding, by an individual who may be
entitled to indemnification pursuant to Section 6.1 or 6.2, may 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 the director,
officer or employee to repay such amount if it shall ultimately be determined
that he is not entitled to be indemnified by the Corporation as authorized in
this Article VI.
 
         6.6   INDEMNITY NOT EXCLUSIVE; EFFECT OF INDEMNIFICATION AGREEMENTS.
The provisions of a written indemnification agreement between the Corporation
and any person subject to indemnity under this Article VI shall control over
the provisions of this Article VI, which shall not apply to the Corporation
and the person subject to indemnity under the written agreement. The
indemnification and advancement of expenses provided by or granted pursuant
to the other sections of 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 any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office.
 
         6.7   INSURANCE. The Corporation shall have the power to purchase
and maintain insurance on behalf of any person who is or was a director,
officer or employee of the Corporation, or is or was serving at the request
of the Corporation, as a director, officer or employee of another
corporation, partnership, joint venture, trust or other enterprise, against
any liability asserted against him and incurred by him in any such capacity
or arising out of his status as such, whether or not the Corporation would
have the power to indemnify him against such liability under the provisions
of this Article VI.
 
         6.8   THE CORPORATION. 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 and
officers, so that any person who is or was a director, officer or employee of
such constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer or employee of another
corporation, partnership, joint venture, trust or other enterprise, shall
stand in the same position under and subject to the provisions of this
Article VI (including, without limitation,
 
                                       15
<PAGE>
 
the provisions of Section 6.4) with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if
its separate existence had continued.
 
         6.9   EMPLOYEE BENEFIT PLANS. For purposes of this Article VI,
references to "other enterprises" shall include employee benefit plans;
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
or employee of the Corporation which imposes duties on, or involves services
by, such director, officer or employee with respect to an employee benefit
plan, its participants, or beneficiaries; and a person who acted in good
faith and in a manner he 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  INDEMNITY FUND. Upon resolution passed by the Board, the
Corporation may establish a trust or other designated account, grant a
security interest or use other means (including, without limitation, a letter
of credit), to ensure the payment of certain of its obligations arising under
this Article VI and/or agreements which may be entered into between the
Corporation and its officers and directors from time to time.
 
         6.11  INDEMNIFICATION OF OTHER PERSONS. The provisions of this
Article VI shall not be deemed to preclude the indemnification of any person
who is not a director or officer of the Corporation or is not serving at the
request of the Corporation as a director, officer or employee of another
corporation, partnership, joint venture, trust or other enterprise, 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. The
Corporation may, in its sole discretion, indemnify an employee, trustee or
other agent as permitted by the General Corporation Law of the State of
Delaware. The Corporation shall indemnify an employee, trustee or other agent
where required by law.
 
         6.12  SAVINGS CLAUSE. If this Article VI or any portion thereof
shall be invalidated on any ground by any court of competent jurisdiction,
then the Corporation shall nevertheless indemnify each person entitled to
indemnification hereunder against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement with respect to any action,
suit, proceeding or investigation, whether civil, criminal or administrative,
and whether internal or external, including a grand jury proceeding and an
action or suit brought by or in the right of the Corporation, to the full
extent permitted by any applicable portion of this Article that shall not
have been invalidated, or by any other applicable law.
 
         6.13  CONTINUATION 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, officer
or employee and shall inure to the benefit of the heirs, executors and
administrators of such a person.
 
                                   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
 
                                       16
<PAGE>
 
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. A
stockholder of record shall have such rights to inspect such records of the
Corporation as are provided by the General Corporation Law of the State of
Delaware, subject to such conditions and restrictions on inspection rights as
are provided by law.
 
         The officer who has charge of the stock ledger of the 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, 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.
 
         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 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.
 
                                  ARTICLE VIII
 
                                 GENERAL MATTERS
 
         8.1   CHECKS. 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 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.
 
         8.2   EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS. The Board of
Directors, except as otherwise provided in these Bylaws, may authorize any
officer or officers, 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 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. The Chief Executive Officer, the
 
                                       17
<PAGE>
 
President and any Vice President are hereby authorized to enter into any
contract and execute any instrument in the name of and on behalf of the
Corporation.
 
         8.3   STOCK CERTIFICATES; PARTLY PAID SHARES. The shares of the
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 by, or in the name of the Corporation by the Chairman or
Vice-Chairman of the Board of Directors, or the President or Vice President,
and by the Chief Financial Officer or an Assistant Treasurer, or the
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 were such officer, transfer agent or registrar at the date of
issue.
 
         The Corporation may issue the whole or any part of its shares as
partly paid and subject to call for the remainder of the consideration to be
paid therefor. Upon the face or back of each stock certificate issued to
represent any such partly paid shares, upon the books and records of the
Corporation in the case of uncertificated partly paid shares, the total
amount of the consideration to be paid therefor and the amount paid thereon
shall be stated. Upon the declaration of any dividend on fully paid shares,
the Corporation shall declare a dividend upon partly paid shares of the same
class, but only upon the basis of the percentage of the consideration
actually paid thereon.
 
         8.4   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 of 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.
 
         8.5   LOST CERTIFICATES. Except as provided in this Section 8.5, 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 Corporation may issue a new certificate of stock or
uncertificated shares in the place of any certificate theretofore issued by
it, alleged to have been lost, stolen or destroyed, and the Corporation may
require the owner of the lost, stolen or destroyed certificate, or his legal
representative, to give the Corporation a bond sufficient to indemnify it
against any claim that may be made against it on account of the alleged loss,
theft or destruction of any such certificate or the issuance of such new
certificate or uncertificated shares.
 
                                       18
<PAGE>
 
         8.6   CONSTRUCTION; DEFINITIONS. Unless the context requires
otherwise, the general provisions, rules of construction, and definitions in
the Delaware General Corporation Law 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.
 
         8.7   DIVIDENDS. The directors of the Corporation, subject to any
restrictions contained in the General Corporation Law of Delaware, may
declare and pay dividends upon the shares of its capital stock. Dividends may
be paid in cash, in property, or in shares of the Corporation's capital
stock. The directors of the Corporation may set apart out of any of the funds
of the Corporation available for dividends a reserve or reserves for any
proper purpose and may abolish any such reserve. Such purposes shall include
but not be limited to equalizing dividends, repairing or maintaining any
property of the Corporation, and meeting contingencies.
 
         8.8   FISCAL YEAR. The fiscal year of the Corporation shall be fixed
by resolution of the Board of Directors and may be changed by the Board of
Directors.
 
         8.9   SEAL. The Corporation may adopt a corporate seal, which shall
be adopted and which may be altered by the Board of Directors, and may use
the same by causing it or a facsimile thereof to be impressed or affixed or
in any other manner reproduced.
 
         8.10  TRANSFER OF STOCK. Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate for shares duly endorsed
or accompanied by proper evidence of succession, assignation or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate
to the person entitled thereto, cancel the old certificate, and record the
transaction in its books.
 
         8.11  STOCK TRANSFER AGREEMENTS. The Corporation shall have power to
enter into and perform any agreement with any number of stockholders of any
one or more classes of stock of the Corporation to restrict the transfer of
shares of stock of the Corporation of any one or more classes owned by such
stockholders in any manner not prohibited by the General Corporation Law of
Delaware.
 
         8.12  REGISTERED STOCKHOLDERS. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the
owner of shares to receive dividends and to vote as such owner, shall be
entitled to hold liable for calls and assessments the person registered on
its books as the owner of shares, and shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part
of another person, whether or not it shall have express or other notice
thereof, except as otherwise provided by the laws of Delaware.
 
         8.13  DEEMED CALIFORNIA CORPORATION. If Section 2115 of the
California General Corporation Law ("CGCL") applies to the Corporation, then
the Corporation and these Bylaws shall be governed by the CGCL to the extent
(and only to the extent) that Section 2115 applies and only until such time
as Section 2115 no longer applies to the Corporation.
 
                                       19
<PAGE>
 
                                   ARTICLE IX
 
                                   AMENDMENTS
 
         The Bylaws of the Corporation may be adopted, amended or repealed by
a vote of a majority of the directors of the Board of Directors at a meeting
or by written consent in accordance with Article III, or by an affirmative
vote of the holders of a majority of the outstanding shares of stock having
voting rights, voting as a single class.
 
                                      * * *
 
                                       20
<PAGE>
 
 
                        CERTIFICATE OF ADOPTION OF BYLAWS
 
                                       OF
 
                       MONOLITHIC SYSTEM TECHNOLOGY, INC.
 
                             A DELAWARE CORPORATION
 
         Certificate by Secretary of Bylaws:
 
         The undersigned hereby certifies that he is the duly elected,
qualified, and acting Secretary of Monolithic System Technology, Inc., a
Delaware corporation and that the foregoing Bylaws were adopted as the Bylaws
of the Corporation to be effective as of August 31, 2000 by the board of
directors of the Corporation.
 
         IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of
August 31, 2000.
 
                                          By:
                                             -----------------------------------
                                             F. Judson Mitchell
                                             Secretary