EXHIBIT 3.2
 
                               TABLE OF CONTENTS
 
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                                   ARTICLE I
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OFFICES
 
Section 1.   Registered Office.............................................    1
Section 2.   Other Offices.................................................    1
 
                                  ARTICLE II
                                  ----------
 
MEETING OF STOCKHOLDERS
 
Section 1.   Place of Meetings.............................................    1
Section 2.   Annual Meetings...............................................    1
Section 3.   Notice of Annual Meetings.....................................    3
Section 4.   Special Meetings..............................................    3
Section 5.   Notice of Special Meetings....................................    3
Section 6.   Quorum........................................................    3
Section 7.   Organization..................................................    4
Section 8.   Order of Business.............................................    4
Section 9.   Voting........................................................    5
Section 10.  List of Stockholders..........................................    6
Section 11.  Inspectors of Votes...........................................    6
Section 12.  Actions Without a Meeting.....................................    6
 
                                  ARTICLE III
                                  -----------
 
BOARD OF DIRECTORS
 
Section 1.   Powers........................................................    7
Section 2.   Number, Qualification and Term of Office......................    7
Section 3.   Resignations..................................................    7
Section 4.   Removal of Directors..........................................    7
Section 5.   Vacancies.....................................................    8
 
MEETINGS OF THE BOARD OF DIRECTORS
 
Section 6.   Place of Meetings.............................................    9
Section 7.   Annual Meetings...............................................    9
Section 8.   Regular Meetings..............................................    9
Section 9.   Special Meetings; Notice......................................    9
Section 10.  Quorum and Manner of Acting...................................    9
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Section 11.  Remuneration..................................................    9
 
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COMMITTEES OF DIRECTORS
 
Section 12.  Executive Committee: How Constituted and Powers...............   10
Section 13.  Organization..................................................   10
Section 14.  Meetings......................................................   10
Section 15.  Quorum and Manner of Acting...................................   11
Section 16.  Other Committees..............................................   11
Section 17.  Alternate Members of Committees...............................   11
Section 18.  Minutes of Committees.........................................   11
 
GENERAL
 
Section 19.  Actions Without a Meeting.....................................   12
Section 20.  Presence at Meeting by Means of Communication Equipment.......   12
 
                                  ARTICLE IV
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NOTICES
 
Section 1.   Type of Notice................................................   12
Section 2.   Waiver of Notice..............................................   12
 
                                   ARTICLE V
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OFFICERS
 
Section 1.   Elected and Appointed Officers................................   12
Section 2.   Time of Election or Appointment...............................   13
Section 3.   Salaries of Elected Officers..................................   13
Section 4.   Term..........................................................   13
Section 5.   Duties of the Chairman of the Board...........................   13
Section 6.   Duties of the President.......................................   13
Section 7.   Duties of Vice President......................................   14
Section 8.   Duties of Assistant Vice Presidents...........................   14
Section 9.   Duties of the Secretary.......................................   14
Section 10.  Duties of Assistant Secretaries...............................   14
Section 11.  Duties of the Controller......................................   15
Section 12.  Duties of Assistant Controllers...............................   15
 
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                                  ARTICLE VI
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INDEMNIFICATION
 
Section 1.   Actions Other Than by or in the Right of the Corporation......   15
Section 2.   Actions by or in the Right of the Corporation.................   16
Section 3.   Determination of Right to Indemnification.....................   16
Section 4.   Right to Indemnification......................................   16
Section 5.   Prepaid Expenses..............................................   17
Section 6.   Other Rights and Remedies.....................................   17
Section 7.   Insurance.....................................................   17
Section 8.   Mergers.......................................................   17
 
                                  ARTICLE VII
                                  -----------
 
CERTIFICATES OF STOCK
 
Section 1.   Right to Certificate..........................................   18
Section 2.   Facsimile Signatures..........................................   18
Section 3.   New Certificates..............................................   18
Section 4.   Transfers.....................................................   18
Section 5.   Record Date...................................................   19
Section 6.   Registered Stockholders.......................................   19
 
                                 ARTICLE VIII
                                 ------------
 
GENERAL PROVISIONS
 
Section 1.   Dividends.....................................................   19
Section 2.   Reserves......................................................   19
Section 3.   Annual Statement..............................................   19
Section 4.   Checks........................................................   20
Section 5.   Fiscal Year...................................................   20
Section 6.   Corporate Seal................................................   20
 
                                  ARTICLE IX
                                  ----------
 
AMENDMENTS.................................................................   20
 
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                                   ARTICLE I
 
                                    OFFICES
 
     Section 1. Registered Office. The registered office of the Corporation
     ---------- -----------------
shall be in the City of Wilmington, County of New Castle, State of Delaware.
 
     Section 2. Other Offices. The Corporation may also have offices at such
     ---------- -------------
other place or places, both within and without the State of Delaware, as the
Board of Directors may from time to time determine or the business of the
Corporation may require.
 
 
                                  ARTICLE II
 
                            MEETING OF STOCKHOLDERS
 
     Section 1. Place of Meetings. All meetings of the stockholders for the
     ---------- -----------------
election of directors shall be held in the City of Dallas, State of Texas, at
such place within such city as may be fixed from time to time by the Board of
Directors, or at such other place either within or without the State of Delaware
as shall be designated from time to time by the Board of Directors and stated in
the notice of the meeting. Meetings of stockholders for any other purpose may be
held at such time and place, within or without the State of Delaware, as shall
be stated in the notice of the meeting or in a duly executed waiver or notice
thereof.
 
     Section 2.  Annual Meetings.
     ----------  ---------------
 
     (a)  Annual meetings of stockholders shall be held on such date and
time as shall be designated from time to time by the Board of Directors and
stated in the notice of the meeting, at which the stockholders shall elect by a
plurality vote by written ballot a Board of Directors and transact such other
business as may properly be brought before the meeting, all as set forth in
paragraphs (b) and (c) below of this Section 2.
 
     (b)  At an annual meeting of stockholders, only such business shall be
conducted as shall have been properly brought before the meeting.  To be
properly brought before an annual meeting, 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.  For business to be properly brought before
an annual meeting by a stockholder, the stockholder must have given timely
notice thereof in writing to the Secretary of the Corporation.  To be timely, a
stockholder's notice must be delivered to or mailed and received at the
principal executive offices of the Corporation not less than one hundred twenty
(120) calendar days in advance of the date specified in the Corporation's proxy
statement released to stockholders in connection with the previous year's annual
 
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meeting of stockholders; provided, however, that in the event that no annual
meeting was held in the previous year or the date of the annual meeting has been
changed by more than thirty (30) days from the date contemplated at the time of
the previous year's proxy statement, notice by the stockholder to be timely must
be so received not later than the close of business on the later of one hundred
twenty (120) calendar days in advance of such annual meeting date or ten (10)
calendar days following the date on which public announcement of the date of the
annual meeting is first made.  A stockholder's notice to the Secretary shall set
forth as to each matter the stockholder proposes to bring before the annual
meeting:  (i) 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, (ii) the name and address, as they appear on the Corporation's books,
of the stockholder proposing such business, (iii) the class and number of shares
of the Corporation which are beneficially owned by the stockholder, (iv) any
material interest of the stockholder in such business, and (v) any other
information that is required to be provided by the stockholder pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended (the "1934
Act"), in his capacity as a proponent to a stockholder proposal.
Notwithstanding the foregoing, in order to include information with respect to a
stockholder proposal in the proxy statement and form of proxy for a
stockholders' meeting, stockholders must provide notice as required by the
regulations promulgated under the 1934 Act.  Notwithstanding anything in these
Bylaws to the contrary, no business shall be conducted at any annual meeting
except in accordance with the procedures set forth in this paragraph (b).  The
chairman of the annual meeting shall, if the facts warrant, determine and
declare at the meeting that business was not properly brought before the meeting
and in accordance with the provisions of this paragraph (b), and, if he should
so determine, he shall so declare at the meeting that any such business not
properly brought before the meeting shall not be transacted.
 
     (c)  Only persons who are nominated in accordance with the procedures
set forth in this paragraph (c) shall be eligible for election as directors.
Nominations of persons for election to the board of directors of the Corporation
may be made at a meeting of stockholders by or at the direction of the Board of
Directors or by any stockholder of the Corporation entitled to vote in the
election of directors at the meeting who complies with the notice procedures set
forth in this paragraph (c).  Such nominations, other than those made by or at
the direction of the Board of Directors, shall be made pursuant to timely notice
in writing to the Secretary of the Corporation in accordance with the provisions
of paragraph (b) of this Section 2.  Such stockholder's notice shall set forth
(i) as to each person, if any, whom the stockholder proposes to nominate for
election or re-election as a director:  (A) the name, age, business address and
residence address of such person, (B) the principal occupation or employment of
such person, (C) the class and number of shares of the Corporation which are
beneficially owned by such person, (D) a description of all arrangements or
understandings between the stockholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which the nominations are to
be made by the stockholder, and (E) any other information relating to such
person that is required to be disclosed in solicitations of proxies for
elections of directors, or is otherwise required, in each case
 
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pursuant to Regulation 14A under the 1934 Act (including without limitation such
person's written consent to being named in the proxy statement, if any, as a
nominee and to serving as a director if elected); and (ii) as to such
stockholder giving notice, the information required to be provided pursuant to
paragraph (b) of this Section 2. At the request of the Board of Directors, any
person nominated by a stockholder for election as a director shall furnish to
the Secretary of the Corporation that information required to be set forth in
the stockholder's notice of nomination which pertains to the nominee. No person
shall be eligible for election as a director of the Corporation unless nominated
in accordance with the procedures set forth in this paragraph (c). The chairman
of the meeting shall, if the facts warrant, determine and declare at the meeting
that a nomination was not made in accordance with the procedures prescribed by
these Bylaws, and if he should so determine, he shall so declare at the meeting,
and the defective nomination shall be disregarded."
 
     Section 3. Notice of Annual Meetings. Written notice of the annual meeting,
     ---------- -------------------------
stating the place, date and hour of the meeting, shall be given to each
stockholder of record entitled to vote at such meeting not less than ten or more
than 60 days before the date of the meeting.
 
     Section 4. Special Meetings. Special meetings of the stockholders for any
     ---------- ----------------
purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called at any time by order of the Board of
Directors and shall be called by the Chairman of the Board, the President or the
Secretary at the request in writing of a majority of the Board of Directors.
Such request shall state the purpose or purposes of the proposed special
meeting. Business transacted at any special meeting of stockholders shall be
limited to the purposes stated in the notice.
 
     Section 5. Notice of Special Meetings. Written notice of a special meeting,
     ---------- --------------------------
stating the place, date and hour of the meeting and the purpose or purposes for
which the meeting is called, shall be given to each stockholder of record
entitled to vote at such meeting not less than ten nor more than 60 days before
the date of the meeting.
 
     Section 6. Quorum. Except as otherwise provided by statute or the
     ---------- ------
Certificate of Incorporation, the holders of stock having a majority of the
voting power of the stock entitled to be voted thereat, present in person or
represented by proxy, shall constitute a quorum for the transaction of business
at all meetings of the stockholders. If, however, such quorum shall not be
present or represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by proxy shall have
power to adjourn the meeting from time to time without notice (other than
announcement at the meeting at which the adjournment is taken of the time and
place of the adjourned meeting) until a quorum shall be present or represented.
At such adjourned meeting at which a quorum shall be present or represented any
business may be transacted which might have been transacted at the meeting as
originally notified. If the adjournment is for more than 30 days, or if after
the adjournment a new record date is
 
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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.
 
     Section 7. Organization. Meetings of stockholders shall be presided over by
     ---------- ------------
the Chairman of the Board, if any, or in his absence by the Chief Executive
Officer, if any, or in his absence by the President, if any, or in his absence
by an Executive Vice President, if any, or in the absence of the foregoing
persons by a chairman designed by the Board of Directors, or in the absence of
such designation by a chairman chosen at the meeting by the vote of a majority
in interest of the stockholders present in person or represented by proxy and
entitled to vote thereat. The Secretary or in his absence an Assistant Secretary
or in the absence of the Secretary and all Assistant Secretaries a person whom
the chairman of the meeting shall appoint shall act as secretary of the meeting
and keep a record of the proceedings thereof.
 
     The Board of Directors of the corporation shall be entitled to make such
rules or regulations for the conduct of meetings of stockholders as it shall
deem necessary, appropriate or convenient. Subject to such rules and regulations
of the Board of Directors, if any, the chairman of the meeting 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 necessary,
appropriate or convenient for the proper conduct of the meeting, including,
without limitation, establishing an agenda or order of business for the meeting,
rules and procedures for maintaining order at the meeting and the safety of
those present, limitations on a participation in such meeting to stockholders of
record of the Corporation and their duly authorized and constituted proxies, and
such other persons as the chairman shall permit, restrictions on entry to the
meeting after the time fixed for the commencement thereof, limitations on the
time allotted to questions or comments by participants and regulation of the
opening and closing of the polls for balloting and matters which are to be voted
on by ballot. Unless and to the extent determined by the Board of Directors or
the chairman of the meeting, meetings of stockholders shall not be required to
be held in accordance with rules of parliamentary procedure."
 
     Section 8. Order of Business. The order of business at annual meetings of
     ---------- -----------------
stockholders and, so far as practicable, at other meetings of stockholders shall
be as follows unless changed by the vote of a majority in voting interest of
those present in person or by proxy at such meeting and entitled to vote
thereat:
 
     (a)  Call to order.
 
     (b)  Proof of due notice of meeting.
 
     (c)  Determination of quorum and examination of proxies.
 
     (d)  Announcement of availability of list of stockholders.
 
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     (e)  Reading and disposing of minutes of last meeting of stockholders.
 
     (f)  Announcement of purposes for which the meeting was called.
 
     (g)  Nomination of directors.
 
     (h)  Entertainment of motions with respect to other business that, in the
          case of an annual meeting, has been properly brought before the
          meeting as set forth in Section 2 of this Article II.
 
     (i)  Opening of polls or voting and collection of ballots.
 
     (j)  Reports of officers and committees.
 
     (k)  Report of voting judges.
 
     (l)  Other business.
 
     (m)  Adjournment.
 
     Section 9. Voting. Except as otherwise provided in the Certificate of
     ---------- ------
Incorporation, each stockholder shall, at each meeting of the stockholders, be
entitled to one vote in person or by proxy for each share of stock of the
Corporation held by him and registered in his name on the books of the
Corporation on the date fixed pursuant to the provisions of Section 5 of Article
VII of these By-Laws as the record date for the determination of stockholders
who shall be entitled to notice of and to vote at such meeting. Shares of its
own stock belonging to the Corporation or to another corporation, if a majority
of the shares entitled to vote in the election of directors of such other
corporation is held directly or indirectly by the Corporation, shall not be
entitled to vote. Any vote by stock of the Corporation may be given at any
meeting of the stockholders by the stockholder entitled thereto, in person or by
his proxy appointed by an instrument in writing subscribed by such stockholder
or by his attorney thereunto duly authorized and delivered to the Secretary of
the Corporation or to the secretary of the meeting; provided, however, that no
proxy shall be voted or acted upon after three years from its date, unless said
proxy shall provide for a longer period. Each proxy shall be revocable unless
expressly provided therein to be irrevocable and unless otherwise made
irrevocable by law. At all meetings of the stockholders all matters, except
where other provision is made by law, the Certificate of Incorporation or these
By-Laws, shall be decided by the vote of a majority of the votes cast by the
stockholders present in person or by proxy and entitled to vote thereat, a
quorum being present. Unless demanded by a stockholder of the Corporation
present in person or by proxy at any meeting of the stockholders and entitled to
vote thereat, or so directed by the chairman of the meeting, the vote thereat on
any question other than the election or removal of directors need not be by
written ballot. Upon a demand of any such stockholder for a vote by written
ballot on any question or at the direction of such chairman that a vote by
written ballot be taken on any question, such
 
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vote shall be taken by written ballot. On a vote by written ballot, each ballot
shall be signed by the stockholder voting, or by his proxy, if there be such
proxy, and shall state the number of shares voted.
 
     Section 10. List of Stockholders. It shall be the duty of the Secretary or
     ----------- --------------------
other officer of the Corporation who shall have custody of its stock ledger,
either directly or through another officer of the Corporation designated by him
or through a transfer agent appointed by the Board of Directors, to prepare and
make, at least ten days before every meeting of the stockholders, a complete
list of the stockholders entitled to vote thereat, arranged in alphabetical
order, and showing the address of each stockholder and the number of shares
registered in the name of each stockholder. Such list shall be open to the
examination of any stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten days prior to said
meeting, either at a place within the city where said meeting is to be held,
which place shall be specified in the notice of said meeting, of, if not so
specified, at the place where said meeting is to be held. The list shall also be
produced and kept at the time and place of said meeting during the whole time
thereof, and may be inspected by any stockholder of record who shall be present
thereat. The stock ledger shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, such list or the books of the
Corporation, or to vote in person or by proxy at any meeting of stockholders.
 
     Section 11. Inspectors of Votes. At each meeting of the stockholders, the
     ----------- -------------------
chairman of such meeting may appoint two Inspectors of Votes to act thereat,
unless the Board of Directors shall have theretofore made such appointments.
Each Inspector of Votes so appointed shall first subscribe an oath or
affirmation faithful to execute the duties of an Inspector of Votes at such
meeting with strict impartiality and according to the best of his ability. Such
Inspectors of Votes, if any, shall take charge of the ballots, if any, at such
meeting and after the balloting thereat on any question shall count the ballots
cast thereon and shall make a report in writing to the secretary of such meeting
of the results thereof. An Inspector of Votes need not be a stockholder of the
Corporation, and any officer of the Corporation may be an Inspector of Votes on
any question other than a vote for or against his election to any position with
the Corporation or on any other question in which he may be directly interested.
 
     Section 12. Actions Without a Meeting. Any action required to be taken at
     ----------- -------------------------
any annual or special meeting of stockholders of the Corporation, or any action
which may be taken at any annual or special meeting of 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, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereat 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.
 
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                                  ARTICLE III
 
                              BOARD OF DIRECTORS
 
     Section 1. Powers. The business and affairs of the Corporation shall be
     ---------- ------
managed by its Board of Directors, which shall have and may exercise all such
powers of the Corporation and do all such lawful acts and things as are not by
statute, the Certificate of Incorporation or these By-Laws directed or required
to be exercised or done by the stockholders.
 
     Section 2. Number, Qualification and Term of Office. The number of
     ---------- ----------------------------------------
directors which shall constitute the whole Board of Directors shall not be less
than three and shall be fixed from time to time exclusively by the Board of
Directors pursuant to a resolution adopted by a majority of the total number of
authorized directors (whether or not there exist any vacancies in the previously
authorized directorships at the time any such resolution is presented to the
Board of Directors for adoption). The directors shall be divided into three
classes as nearly equal in number as possible as set forth in the Corporation's
Certificate of Incorporation, as amended. Directors need not be stockholders. At
each annual meeting of stockholders following the initial classification and
election of directors as set forth in the Corporation's Certificate of
Incorporation, as amended, each director elected to succeed those directors
whose terms expire shall be elected for a term of office to expire at the third
succeeding annual meeting of stockholders after his election and until his
successor is elected and qualified or until his death or retirement or until he
shall resign or shall be removed in the manner hereinafter provided. Such
election shall be by written ballot.
 
     Notwithstanding any other provisions of the By-Laws or any provision of law
which might otherwise permit a lesser vote or no vote, but in addition to any
affirmative vote of the holders of any particular class or series of capital
stock of the Corporation entitled to vote generally in the election of directors
(hereinafter referred to as the "Voting Stock") required by law or the
Corporation's Certificate of Incorporation or the resolution or resolutions of
the Board of Directors relating to the issuance thereof, the affirmative vote of
the holders of at least 60% of the voting power of all of the then-outstanding
shares of the Voting Stock, voting together as a single class, shall be required
to alter, amend, repeal, or adopt any provision inconsistent with this Section 2
of Article III.
 
     Section 3. Resignations. Any director may resign at any time by giving
     ---------- ------------
written notice of his resignation to the Corporation. Any such resignation shall
take effect at the time specified therein, or, if the time when it shall become
effective shall not
 
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be specified therein, then it shall take effect immediately upon its receipt by
the Secretary. Unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
 
     Section 4. Removal of Directors. Subject to the right of the holders of any
     ---------- --------------------
particular class or series of Voting Stock then outstanding, any director, or
the entire Board of Directors, may be removed from office at any time, with or
without cause, but only by the affirmative vote by written ballot of the holders
of at least a majority of the voting power of all of the then-outstanding shares
of the Voting Stock, voting together as a single class. The vacancy in the Board
of Directors caused by any such removal shall be filled by the Board of
Directors as provided in Section 5 of this Article III.
 
     Notwithstanding any other provisions of the By-Laws or any provision of law
which might otherwise permit a lesser vote or no vote, but in addition to any
affirmative vote of the holders of any particular class or series of Voting
Stock required by law or the Corporation's Certificate of Incorporation or the
resolution or resolutions of the Board of Directors relating to the issuance
thereof, the affirmative vote of the holders of at least 60% of the voting power
of all of the then-outstanding shares of the Voting Stock, voting together as a
single class, shall be required to alter, amend, repeal, or adopt any provision
inconsistent with this Section 4 of Article III.
 
     Section 5. Vacancies. Subject to the rights of the holders of any class or
     ---------- ---------
series of the Voting Stock then outstanding, newly created directorship
resulting from any increase in the authorized number of directors or any
vacancies on the Board of Directors resulting from death, resignation,
retirement, disqualification, removal from office or other cause may be filled
by a majority vote of the directors then in office, though less than a quorum,
and directors so chosen shall hold office for a term expiring at the annual
meeting of stockholders at which the term of office of the class to which they
have been elected expires. No decrease in the number of authorized directors
constituting the entire Board of Directors shall shorten the term of any
incumbent director. If there are no directors in office, then an election of
directors may be held in the manner provided by statute.
 
     Notwithstanding the foregoing, whenever the holders, if any of any series
of preferred stock of the Corporation shall have the right to elect directors at
an annual or special meeting of stockholders, the election, term of office,
filling of vacancies, and other features of such directorships shall be governed
by the terms of the Corporation's Certificate of Incorporation applicable
thereto, or the resolution or resolutions of the Board of Directors relating to
the issuance of such series of preferred stock, and such directors so elected
shall not be divided into classes pursuant to Section 2 of Article III unless
expressly provided by such terms or such resolution or resolutions.
 
     Notwithstanding any other provisions of the By-Laws or any provision of
laws which might otherwise permit a lesser vote or no vote, but in addition to
any affirmative vote of the holders of any particular class or series of Voting
Stock required by law or the
 
                                       8
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Corporation's Certificate of Incorporation or the resolution or resolutions of
the Board of Directors relating to the issuance thereof, the affirmative vote of
the holders of at least 60% of the voting power of all of the then-outstanding
shares of the Voting Stock, voting together as a single class, shall be required
to alter, amend, repeal, or adopt any provision inconsistent with this Section 5
of Article III.
 
 
                      MEETINGS OF THE BOARD OF DIRECTORS
 
     Section 6. Place of Meetings. The Board of Directors of the Corporation may
     ---------- -----------------
hold meetings, both regular and special, either within or without the State of
Delaware.
 
     Section 7. Annual Meetings. The first meeting of each newly elected Board
     ---------- ---------------
of Directors shall be held immediately following the annual meeting of
stockholders and no notice of such meeting shall be necessary to the newly
elected directors in order legally to constitute the meeting, provided a quorum
shall be present. In the event such meeting is not held immediately following
the annual meeting of stockholders, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the Board of Directors, or as shall be specified in a
written waiver signed by all of the directors.
 
     Section 8. Regular Meetings. Regular meetings of the Board of Directors may
     ---------- ----------------
be held without notice at such time and at such place as shall from time to time
be determined by the Board of Directors.
 
     Section 9. Special Meetings; Notice. Special meetings of the Board of
     ---------- ------------------------
Directors may be called by the Chairman of the Board, President or Secretary on
24 hours notice to each director, either personally or by telephone or by mail,
telegraph, telex, cable, wireless or other form of recorded communication;
special meetings shall be called by the Chairman of the Board, President, or
Secretary in like manner and on like notice on the written request of two
directors. Notice of any such meeting need not be given to any director,
however, if waived by him in writing or by telegraph, telex, cable, wireless or
other form of recorded communication, or if he shall be present at such meeting.
 
     Section 10. Quorum and Manner of Acting. At all meetings of the Board of
     ----------- ---------------------------
Directors, a majority of the directors at the time in office (but not less than
one-third of the whole Board 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 a quorum is present 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 shall not be present at any meeting of
the Board of Directors, the directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the meeting, until
a quorum shall be present.
 
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     Section 11. Remuneration. Unless otherwise expressly provided by resolution
     ----------- ------------
adopted by the Board of Directors, none of the directors shall, as such, receive
any stated remuneration for his services, but the Board of Directors may at any
time and from time to time by resolution provide that a specified sum shall be
paid to any director of the Corporation, either as his annual remuneration as
such director or member of any committee of the Board of Directors or as
remuneration for his attendance at each meeting of the Board of Directors or any
such committee. The Board of Directors may also likewise provide that the
Corporation shall reimburse each director for any expenses paid by him on
account of his attendance at any meeting. Nothing in this Section 11 shall be
construed to preclude any director from serving the Corporation in any other
capacity and receiving remuneration therefor.
 
 
                            COMMITTEES OF DIRECTORS
 
     Section 12. Executive Committee: How Constituted and Powers. The Board of
     ----------- -----------------------------------------------
Directors may in its discretion, by resolution passed by a majority of the whole
Board of Directors, designate an Executive Committee consisting of one or more
of the directors of the Corporation. Subject to the provisions of Section 141 of
The General Corporation Law of the State of Delaware, the Certificate of
Incorporation and these By-Laws, the Executive Committee shall have and may
exercise, when the Board is not in session, all the powers and authority of the
Board of Directors in the management of the business and affairs of the
Corporation, and shall have the power to authorize the seal of the Corporation
to be affixed to all paper which may require it; but the Executive Committee
shall not have the power to fill vacancies in the Board of Directors, the
Executive Committee or any other committee of directors, or to elect or approve
officers of the Corporation. The Executive Committee shall have the power and
authority to authorize the issuance of common stock and grant and authorize
options and other rights with respect to such issuance. The Board of Directors
shall have the power at any time, by resolution passed by a majority of the
whole Board of Directors, to change the membership of the Executive Committee,
to fill all vacancies in it, or to dissolve it, either with or without cause.
 
     Section 13. Organization. The Chairman of the Executive Committee, to be
     ----------- ------------
selected by the Board of Directors, shall act as chairman at all meetings of the
Executive Committee and the Secretary shall act as secretary thereof. In case of
the absence from any meeting of the Executive Committee of the Chairman of the
Executive Committee or the Secretary, the Executive Committee may appoint a
chairman or secretary, as the case may be, of the meeting.
 
     Section 14. Meetings. Regular meetings of the Executive Committee, of which
     ----------- --------
no notice shall be necessary, may be held on such days and at such places,
within or without the State of Delaware as shall be fixed by resolution adopted
by a majority of the Executive Committee and communicated in writing to all its
members. Special meetings of the Executive Committee shall be held whenever
called by the Chairman of the Executive Committee or a majority of the members
of the Executive Committee then
 
                                       10
<PAGE>
 
in office. Notice of each special meeting of the Executive Committee shall be
given by mail, telegraph, telex, cable, wireless or other form of recorded
communication or be delivered personally or by telephone to each member of the
Executive Committee not later than the day before the day on which such meeting
is to be held. Notice of any such meeting need not be given to any member of the
Executive Committee, however if waived by him in writing or by telegraph, telex,
cable, wireless or other form of recorded communication, or if he shall be
present at such meeting; and any meeting of the Executive Committee shall be a
legal meeting without any notice thereof having been given, if all the members
of the Executive Committee shall be present thereat. Subject to the provisions
of this Article III, the Executive Committee, by resolution adopted by a
majority of the whole Committee shall fix its own rules of procedure.
 
     Section 15. Quorum and Manner of Acting. A majority of the Executive
     ----------- ---------------------------
Committee shall constitute a quorum for the transaction of business, and the act
of a majority of those present at a meeting thereof at which a quorum is present
shall be the act of the Committee.
 
     Section 16. Other Committees. The Board of Directors may, by resolution or
     ----------- ----------------
resolutions passed by a majority of the whole Board of Directors, designate one
or more other committees consisting of one or more directors of the Corporation,
which, to the extent provided in said resolution or resolutions, shall have and
may exercise, subject to the provisions of Section 141 of The General
Corporation Law of the State of Delaware, the Certificate of Incorporation and
these By-Laws, the powers and authority of the Board of Directors in the
management of the business and affairs of the Corporation, and shall have the
power to authorize the seal of the Corporation to be affixed to all papers which
may require it; but no such committee shall have the power to fill vacancies in
the Board of Directors, the Executive Committee or any other committee or in
their respective membership, appoint or remove officers of the Corporation, or
authorize the issuance of shares of the capital stock of the Corporation, except
that such a committee may, to the extent provided in said resolutions, grant and
authorize options and other rights to the common stock of the Corporation
pursuant to and in accordance with any plan approved by the Board of Directors.
Such committee or committees shall have such name or names as may be determined
from time to time by resolution adopted by the Board of Directors. A majority of
all the members of any such committee may determine its action and fix the time
and place of its meetings and specify what notice thereof, if any, shall be
given, unless the Board of Directors shall otherwise provide. The Board of
Directors shall have power, to change the members of any such committee at any
time to fill vacancies, and to discharge any such committee, either with or
without cause, at any time.
 
     Section 17. Alternate Members of Committees. The Board of Directors may
     ----------- -------------------------------
designate one or more directors as alternate members of the Executive Committee
or any other committee, who may replace any absent or disqualified member at any
meeting of the committee, or if none be so appointed, the member of members
thereof present at any meeting and not disqualified from voting, whether or not
he or they constitute a quorum,
 
                                       11
<PAGE>
 
may unanimously appoint another member of the Board of Directors to act at the
meeting in place of any such absent or disqualified member.
 
     Section 18. Minutes of Committees. Each committee shall keep regular
     ----------- ---------------------
minutes of its meetings and proceedings and report the same to the Board of
Directors at the next meeting thereof.
 
 
                                    GENERAL
 
     Section 19. Actions Without a Meeting. Unless otherwise restricted by the
     ----------- --------------------------
Certificate of Incorporation or these By-Laws, 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 of Directors or
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board of Directors or
the committee.
 
     Section 20. Presence at Meeting by Means of Communications Equipment.
     ----------- --------------------------------------------------------
Members of the Board of Directors, or of any committee designated by the Board
of Directors, may participate in a meeting of the Board of Directors or such
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 participation in a meeting pursuant to this Section 20 shall constitute
presence in person at such meeting.
 
 
                                  ARTICLE IV
 
                                    NOTICES
 
     Section 1. Type of Notice. Whenever, under the provisions of the statutes,
     ---------- --------------
the Certificate of Incorporation or these By-Laws, notice is required to be
given to any director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, in person or by mail, addressed
to such director or stockholder, at his address as it appears on the record of
the Corporation, with postage thereon prepaid, and such notice shall be deemed
to be given at the time when the same shall be deposited in the United States
mail. Notice to directors may also be given in any manner permitted by Article
III hereof and shall be deemed to be given at the time when first transmitted by
the method of communication so permitted.
 
     Section 2. Waiver of Notice. Whenever any notice is required to be given
     ---------- ----------------
under the provision of the statutes, the Certificate of Incorporation or these
By-Laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether, before or after the time stated therein, shall be
deemed equivalent thereto, and
 
                                       12
<PAGE>
 
transmission of a waiver of notice by a director of stockholder by mail,
telegraph, telex, cable, wireless or other form of recorded communication may
constitute such a waiver.
 
 
                                   ARTICLE V
 
                                   OFFICERS
 
     Section 1. Elected and Appointed Officers. The elected officers of the
     ---------- ------------------------------
Corporation shall be a President, one or more Vice Presidents, with or without
such descriptive titles as the Board of Directors shall deem appropriate, a
Secretary and a Controller, and, if the Board of Directors so elects, a Chairman
of the Board (who shall be a director). The Board of Directors or the Executive
Committee of the Board of Directors by resolution also may appoint one or more
Assistant Vice Presidents, Assistant Secretaries, Assistant Controllers, and
such other officers and agents as from time to time may appear to be necessary
or advisable in the conduct of the affairs of the Corporation.
 
     Section 2. Time of Election or Appointment. The Board of Directors at its
     ---------- -------------------------------
annual meeting shall elect and appoint, as the case may be, officers to fill the
positions designated in or pursuant to Section 1 of this Article V. Officers of
the Corporation may also be elected or appointed, as the case may be, at any
other time.
 
     Section 3. Salaries of Elected Officers. The salaries of all elected
     ---------- ----------------------------
officers of the Corporation shall be fixed by the Board of Directors.
 
     Section 4. Term. Each officer of the Corporation shall hold his office
     ---------- ----
until his successor is elected or appointed and qualified or until his earlier
resignation or removal. Any officer may resign at any time upon written notice
to the Corporation. Any officer elected or appointed by the Board of Directors
or the Executive Committee may be removed at any time by the affirmative vote of
a majority of the whole Board of Directors. Any vacancy occurring in any office
of the Corporation by death, resignation, removal or otherwise may be filled by
the Board of Directors or the appropriate committee thereof.
 
     Section 5. Duties of the Chairman of the Board. The Chairman of the Board,
     ---------- -----------------------------------
if one be elected, shall preside when present at all meetings of the Board of
Directors and shall preside at meetings of the stockholders. He shall advise and
counsel the President and other officers of the Corporation, and shall exercise
such powers and perform such duties as shall be assigned to or required of him
from time to time by the Board of Directors.
 
     Section 6. Duties of the President. The President, subject to the
     ---------- -----------------------
provisions of these By-laws, shall have general supervision of the affairs of
the Corporation and shall have general and active control of all its business.
He shall preside, in the absence of the Chairman of the Board or any other
person designated to do so by
 
                                       13
<PAGE>
 
these By-Laws, at all meetings of the Board of Directors and at meetings of the
stockholders. He shall see that all orders and resolutions of the Board of
Directors and the stockholders are carried into effect. He shall have general
authority to execute bonds, deeds and contracts in the name of the Corporation
and affix the corporate seal thereto; to sign stock certificates; to cause the
employment or appointment of such employees and agents of the Corporation as the
proper conduct of operations may require, and to fix their compensation, subject
to the provisions of these By-Laws; to remove or suspend any employee or agent
who shall have been employed or appointed under his authority or under authority
of an officer subordinate to him; to suspend for cause, pending final action by
the authority which shall have elected or appointed him, any officer subordinate
to the President, and, in general, to exercise all the powers and authority
usually appertaining to the president of a corporation, except as otherwise
provided in these By-Laws.
 
     Section 7. Duties of Vice Presidents. In the absence of the President or in
     ---------- -------------------------
the event of his inability or refusal to act, the Vice President (or in the
event there be more than one Vice President, the Vice Presidents in the order
designated, or in the absence of any designation, then in the order of their
election) shall perform 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 perform such other duties and have such
other powers as the Board of Directors or the President may from time to time
prescribe.
 
     Section 8. Duties of Assistant Vice Presidents. In the absence of a Vice
     ---------- -----------------------------------
President or in the event of his inability or refusal to act, the Assistant Vice
President (or in the event there shall be more than one, the Assistant Vice
Presidents in the order designated by the Board of Directors, or in the absence
of any designation, then in the order of their appointment) shall perform the
duties and exercise the powers of that Vice President, and shall perform such
other duties and have such other powers as the Board of Directors, the President
or the Vice President under whose supervision he is appointed may from time to
time prescribe.
 
     Section 9. Duties of the Secretary. The Secretary shall attend all meetings
     ---------- -----------------------
of the Board of Directors and all meetings of the stockholders and record all
the proceedings of the meetings of the Corporation and of the Board of Directors
in a book to be kept for that purpose and shall perform like duties for the
Executive Committee or other standing committees when required. He shall give,
or cause to be given, notice of all meetings of the stockholders and special
meetings of the Board of Directors, and shall perform such other duties as may
be prescribed by the Board of Directors or the President, under whose
supervision he shall be. He shall have custody of the corporate seal of the
Corporation and he, or an Assistant Secretary, shall have authority to affix the
same to any instrument requiring it, and when so affixed, it may be attested by
his signature or, by the signature of such Assistant Secretary. The Board of
Directors may give general authority to any other officer to affix the seal of
the Corporation and to attest the affixing by his signature. The Secretary shall
keep and account for all books,
 
                                       14
<PAGE>
 
documents, papers and records of the Corporation except those for which some
other officer or agent is properly accountable. He shall have authority to sign
stock certificates and shall generally perform all the duties usually
appertaining to the office of the secretary of a corporation.
 
     Section 10. Duties of Assistant Secretaries. In the absence of the
     ----------- -------------------------------
Secretary or in the event of his inability or refusal to act, the Assistant
Secretary (or, if there shall be more than one, the Assistant Secretaries in the
order designated by the Board of Directors, or in the absence of any
designation, then in the order of their appointment) shall perform the duties
and exercise the powers of the Secretary and shall perform such other duties and
have such other powers as the Board of Directors, the President or the Secretary
may from time to time prescribe.
 
     Section 11. Duties of the Controller. The Controller shall have the custody
     ----------- ------------------------
of the corporate funds and securities and shall keep full and accurate accounts
of receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board of
Directors. He shall disburse the funds of the Corporation as may be ordered by
the Board of Directors, taking proper vouchers for such disbursements, and shall
render to the President and the Board of Directors, at its regular meetings, or
when the Board of Directors so requires, an account of all his transactions as
Controller and of the financial condition of the Corporation. If required by the
Board of Directors, he shall give the Corporation a bond (which shall be renewed
every six years) in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the Corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the Corporation. The Controller shall also have
supervision of the accounting practices of the Corporation and of each
subsidiary and division of the Corporation, and shall prescribe the duties and
powers of the chief accounting personnel of the subsidiaries and divisions. He
shall cause to be maintained an adequate system of financial control through a
program of budget and interpretive reports. He shall initiate and enforce
measures and procedures whereby the business of the Corporation and its
subsidiaries and divisions shall be conducted with the maximum safety,
efficiency and economy. He shall prepare a monthly report covering the operating
results of the Corporation, its subsidiaries and divisions. The Controller shall
be under the supervision of the Vice President, in charge of finance, if one is
so designated, and he shall perform such other duties as may be prescribed by
the Board of Directors, the President or any such Vice President in charge of
finance.
 
     Section 12. Duties of Assistant Controllers. The Assistant Controller or
     ----------- -------------------------------
Assistant Controllers shall assist the Controller, and in the absence of the
Controller or in the event of his inability or refusal to act, the Assistant
Controller (or, if there shall be more than one, the Assistant Controllers in
the order designed by the Board of Directors, or in the absence of any
designation, then in the order of their appointment), shall
 
                                       15
<PAGE>
 
perform the duties and exercise the powers of the Controller and perform such
other duties and have such other powers as the Board of Directors, the President
or the Controller may from time to time prescribe.
 
 
                                  ARTICLE VI
 
                                INDEMNIFICATION
 
     Section 1. Actions Other Than by or in the Right of the Corporation. The
     ---------- --------------------------------------------------------
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or contemplated 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, officer, employee or agent of the Corporation, or is or
was serving at the request of the Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement 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, that he had
reasonable cause to believe that his conduct was unlawful.
 
     Section 2. Actions by or in the Right of the Corporation. The Corporation
     ---------- ---------------------------------------------
shall indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or contemplated 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, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against 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 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.
 
                                       16
<PAGE>
 
     Section 3. Determination of Right to Indemnification. Any indemnification
     ---------- -----------------------------------------
under Sections 1 or 2 of 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, officer, employee or agent
is proper in the circumstances because he has met the applicable standard of
conduct set forth in Section 1 or 2 of this Article VI. 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 a quorum is not obtainable, or, even if obtainable a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or (iii) by the stockholders.
 
     Section 4. Right to Indemnification. Notwithstanding the other provisions
     ---------- ------------------------
of this Article VI, to the extent that a director, officer, employee or agent of
a corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Sections 1 or 2 of this Article VI, or
in defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith.
 
     Section 5. Prepaid Expenses. Expenses incurred in defending a civil or
     ---------- ----------------
criminal action, suit or proceeding 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, employee or agent 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.
 
     Section 6. Other Rights and Remedies. 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 any person seeking indemnification
or advancement of expenses may be entitled under any by-law, 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, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
 
     Section 7. Insurance. Upon resolution passed by the Board of Directors, the
     ---------- ---------
Corporation may purchase and maintain insurance on behalf of any person who is
or was a director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability under
the provisions of this Article VI.
 
                                       17
<PAGE>
 
     Section 8. Mergers. For purposes of this Article VI, references to "the
     ---------- -------
Corporation" shall include, in addition to the resulting or surviving
corporation, constituent corporations (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers, employees or agents, so that any person who is or was a
director, officer, employee, or agent of such constituent corporation or is or
was serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise shall stand in the same position under the provisions
of this Article VI with respect to the resulting or surviving corporation as he
would have with respect to such constituent corporation if its separate
existence had continued.
 
 
                                  ARTICLE VII
 
                             CERTIFICATES OF STOCK
 
     Section 1. Right to Certificate. Every holder of stock in the Corporation
     ---------- --------------------
shall be entitled to have a certificate, signed by, or in the name of the
Corporation by, the Chairman of the Board, the President or a Vice President,
and the Secretary or an Assistant Secretary of the Corporation certifying the
number of shares owned by him in the Corporation. If the Corporation shall be
authorized to issue more than one class of stock or more than one series of any
class, the powers, designations, preferences and 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 which the Corporation shall issue to represent such class or series
of stock, provided that, except as otherwise provided in Section 202 of the
General Corporation Law of the State of Delaware, in lieu of the foregoing
requirements, there may be set forth on the face or back of the certificate
which 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, designations, preferences and 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.
 
     Section 2. Facsimile Signatures. Any of or all the signatures on the
     ---------- ---------------------
certificate may be facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have 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.
 
                                       18
<PAGE>
 
     Section 3. New Certificates. The Board of Directors may direct a new
     ---------- ----------------
certificate or certificates theretofore issued by the Corporation and alleged to
have been lost, stolen or destroyed, upon the making of an affidavit of that
fact by the person claiming the certificate of stock to be lost, stolen or
destroyed. When authorizing such issue of a new certificate or certificates, the
Board of Directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or destroyed
certificate or certificates, or his legal representative, to advertise the same
in such manner as it shall require and/or to give the Corporation a bond in such
sum as it may direct as indemnity against any claim that may be made against the
Corporation with respect to the certificate alleged to have been lost, stolen or
destroyed or the issuance of such new certificate.
 
     Section 4. Transfers. 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, subject to any proper
restrictions on transfer, to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
 
     Section 5. Record Date. 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 to express consent to 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 less than ten nor more than 60 days before the date of such
meeting, nor more than 60 days prior to any other action. 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.
In order for business to have been properly brought before an annual meeting of
stockholders by a stockholder pursuant to Section 2 of Article II of these
Bylaws, such stockholder must be a stockholder on the record date, if any, fixed
for such annual meeting.
 
     Section 6. Registered Stockholders. The Corporation shall be entitled to
     ---------- -----------------------
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a 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 any person, whether or not
provided by the laws of the State of Delaware.
 
 
                                 ARTICLE VIII
 
                              GENERAL PROVISIONS
 
                                       19
<PAGE>
 
     Section 1. Dividends. Dividends upon the capital stock of the Corporation,
     ---------- ---------
subject to the provisions of the Certificate of Incorporation, if any, may be
declared by the Board of Directors (but not any committee thereof) at any
regular meeting, pursuant to law. Dividends may be paid in cash, in property or
in shares of the capital stock, subject to the provision of the Certificate of
Incorporation.
 
     Section 2. Reserves. Before payment of any dividend, there may be set aside
     ---------- --------
out of any funds of the Corporation available for dividends such sum or sums as
the Board of Directors from time to time, in their absolute discretion, thinks
proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
for such other purpose as the Board of Directors shall think conducive to the
interest of the Corporation, and the Board of Directors may modify or abolish
any such reserve in the manner in which it was created.
 
     Section 3. Annual Statement. 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.
 
     Section 4. Checks. All checks or demands for money and notes of the
     ---------- ------
Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time prescribe.
 
     Section 5. Fiscal Year. The fiscal year of the Corporation shall be
     ---------- -----------
determined by the Board of Directors.
 
     Section 6. Corporate Seal. The corporate seal shall have inscribed thereon
     ---------- --------------
the name of the Corporation, the year of its organization and the word
"Delaware." The seal may be used by causing it or a facsimile thereof to be
impressed, affixed, reproduced or otherwise.
 
 
                                  ARTICLE IX
 
                                  AMENDMENTS
 
     These By-Laws may be altered, amended or repealed or new By-Laws may be
adopted by the stockholders or by the Board of Directors at any regular meeting
of the stockholders or the Board of Directors or at any special meeting of the
stockholders or the Board of Directors if notice of such alteration, amendment,
repeal or adoption of new By-Laws be contained in the notice of such special
meeting.
 
                                                                     EXHIBIT 3.3
 
                              IMCO RECYCLING INC.
                              BOARD OF DIRECTORS
 
           Resolutions Relating to Amendment of the Company's Bylaws
 
 
          1.  Article VI, Section 5 of the Bylaws is hereby deleted in its
entirety, and substituted in lieu thereof is the following:
 
          "Section 5. Advancement of Expenses. Expenses incurred by a director
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          or officer of the Corporation in defending a civil, criminal,
          administrative or investigative action, suit or proceeding, whether by
          or in the right of the Corporation or otherwise, shall be paid by the
          Corporation in advance of the final disposition of such action, suit
          or proceeding. However, such payment shall be conditioned upon the
          receipt by the Corporation of an undertaking by or on behalf of such
          director or officer 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 or under applicable
          Delaware law. Such expenses incurred by other employees and agents may
          be so advanced and paid upon such terms and conditions, if any, as the
          Board of Directors deems appropriate under the circumstances."