AMENDED AND RESTATED
                                     BY-LAWS
 
                                       OF
 
                             VENTURI PARTNERS, INC.
 
                                   ARTICLE I
                                    OFFICES
 
            SECTION 1.1 REGISTERED OFFICE. The registered office of the
Corporation within the State of Delaware shall be located at either (a) the
principal place of business of the Corporation in the State of Delaware or (b)
the office of the corporation or individual acting as the Corporation's
registered agent in Delaware.
 
            SECTION 1.2 ADDITIONAL OFFICES. The Corporation may, in addition to
its registered office in the State of Delaware, have such other offices and
places of business, both within and outside the State of Delaware, as the Board
of Directors of the Corporation (the "BOARD") may from time to time determine or
as the business and affairs of the Corporation may require.
 
                                   ARTICLE II
                              STOCKHOLDERS MEETINGS
 
            SECTION 2.1 ANNUAL MEETINGS. The annual meeting of stockholders
shall be held at such place and time and on such date as shall be determined by
the Board and stated in the notice of the meeting, provided that the Board 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 pursuant
to Section 9.5(a). At each annual meeting, the stockholders shall elect
directors of the Corporation and may transact any other business as may properly
be brought before the meeting.
 
            SECTION 2.2 SPECIAL MEETINGS. Except as otherwise required by
applicable law or provided in the Corporation's Amended and Restated Certificate
of Incorporation, as the same may be amended or restated from time to time (the
"CERTIFICATE OF INCORPORATION"), special meetings of stockholders, for any
purpose or purposes, may be called only by (a) the Chairman of the Board, (b)
the Chief Executive Officer, (c) the Board pursuant to a resolution adopted by a
majority of the Whole Board (as defined below) or (d) the Secretary at the
request in writing of stockholders holding shares representing a majority of the
voting power of the outstanding shares entitled to vote on the matter for which
such meeting is to be called. The Secretary shall call such a meeting upon
receiving such a request. Special meetings of stockholders shall be held at such
place and time and on such date as shall be determined by the Board and stated
in the Corporation's notice of the meeting, provided that the Board 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
 
<PAGE>
 
remote communication pursuant to Section 9.5(a). "WHOLE BOARD" shall mean the
total number of directors the Corporation would have if there were no vacancies.
 
            SECTION 2.3 NOTICES. Notice of each stockholders meeting stating the
place, if any, date, and time of the meeting, and the means of remote
communication, if any, by which stockholders and proxyholders may be deemed to
be present in person and vote at such meeting, shall be given in the manner
permitted by Section 9.3 to each stockholder entitled to vote thereat by the
Corporation not less than 10 nor more than 60 days before the date of the
meeting. If said notice is for a stockholders meeting other than an annual
meeting, it shall in addition state the purpose or purposes for which the
meeting is called, and the business transacted at such meeting shall be limited
to the matters so stated in the Corporation's notice of meeting (or any
supplement thereto). Any meeting of stockholders as to which notice has been
given may be postponed, and any special meeting of stockholders as to which
notice has been given may be cancelled, by the Board upon public announcement
(as defined in Section 2.7(c)) given before the date previously scheduled for
such meeting.
 
            SECTION 2.4 QUORUM. Except as otherwise provided by applicable law,
the Certificate of Incorporation or these By-Laws, the presence, in person or by
proxy, at a stockholders meeting of the holders of shares of outstanding capital
stock of the Corporation representing a majority of the voting power of all
outstanding shares of capital stock of the Corporation entitled to vote at such
meeting shall constitute a quorum for the transaction of business at such
meeting, except that when specified business is to be voted on by a class or
series of stock voting as a class, the holders of shares representing a majority
of the voting power of the outstanding shares of such class or series shall
constitute a quorum of such class or series for the transaction of such
business. If a quorum shall not be present or represented by proxy at any
meeting of the stockholders, the chairman of the meeting may adjourn the meeting
from time to time in the manner provided in Section 2.6 until a quorum shall
attend. The stockholders present at a duly convened meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum. Shares of its own stock belonging to
the Corporation or to another corporation, if a majority of the voting power of
the shares entitled to vote in the election of directors of such other
corporation is held, directly or indirectly, by the Corporation, shall neither
be entitled to vote nor be counted for quorum purposes; provided, however, that
the foregoing shall not limit the right of the Corporation or any such other
corporation to vote shares held by it in a fiduciary capacity.
 
            SECTION 2.5 VOTING OF SHARES.
 
            (a) Voting Lists. The Secretary shall prepare, or shall cause the
officer or agent who has charge of the stock ledger of the Corporation to
prepare, at least 10 days before every meeting of stockholders, a complete list
of the stockholders of record entitled to vote thereat arranged in alphabetical
order and showing the address and the number of shares registered in the name of
each stockholder. Nothing contained in this Section 2.5(a) 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, during ordinary business
hours 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
 
                                       2
 
<PAGE>
 
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 a meeting of stockholders is to be held solely by
means of remote communication as permitted by Section 9.5(a), the list shall 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 meeting. The stock ledger
shall be the only evidence as to who are the stockholders entitled to examine
the list required by this Section 2.5(a) or to vote in person or by proxy at any
meeting of stockholders.
 
            (b) Manner of Voting. At any stockholders meeting, every stockholder
entitled to vote may vote in person or by proxy. If authorized by the Board, the
voting by stockholders or proxyholders at any meeting conducted by remote
communication may be effected by a ballot submitted by electronic transmission
(as defined in Section 9.3), provided that any such electronic transmission must
either set forth or be submitted with information from which the Corporation can
determine that the electronic transmission was authorized by the stockholder or
proxyholder. The Board, in its discretion, or the chairman of the meeting of
stockholders, in such person's discretion, may require that any votes cast at
such meeting shall be cast by written ballot.
 
            (c) 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 such
stockholder by proxy, but no such proxy shall be voted or acted upon after three
years from its date, unless the proxy provides for a longer period. Proxies need
not be filed with the Secretary of the Corporation until the meeting is called
to order, but shall be filed with the Secretary before being voted. Without
limiting the manner in which a stockholder may authorize another person or
persons to act for such stockholder as proxy, either of the following shall
constitute a valid means by which a stockholder may grant such authority.
 
                  (i) A stockholder may execute a writing authorizing another
      person or persons to act for such stockholder as proxy. Execution may be
      accomplished by the stockholder or such stockholder's authorized officer,
      director, employee or agent signing such writing or causing such person's
      signature to be affixed to such writing by any reasonable means,
      including, but not limited to, by facsimile signature.
 
                  (ii) A stockholder may authorize another person or persons to
      act for such stockholder as proxy by transmitting or authorizing the
      transmission of an electronic transmission to the person who will be the
      holder of the proxy or to a proxy solicitation firm, proxy support service
      organization or like agent duly authorized by the person who will be the
      holder of the proxy to receive such 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.
 
Any copy, facsimile telecommunication or other reliable reproduction of the
writing or transmission authorizing another person or persons to act as proxy
for a stockholder may be
 
                                       3
 
<PAGE>
 
substituted or used in lieu of the original writing or transmission for any and
all purposes for which the original writing or transmission could be used;
provided that such copy, facsimile telecommunication or other reproduction shall
be a complete reproduction of the entire original writing or transmission.
 
            (d) Required Vote. Subject to the rights of the holders of one or
more series of preferred stock of the Corporation ("PREFERRED STOCK"), voting
separately by class or series, to elect directors pursuant to the terms of one
or more series of Preferred Stock, the election of directors shall be determined
by a plurality of the votes cast by the stockholders present in person or
represented by proxy at the meeting and entitled to vote thereon. All other
matters shall be determined by the vote of a majority of the votes cast by the
stockholders present in person or represented by proxy at the meeting and
entitled to vote thereon, unless the matter is one upon which, by applicable
law, the Certificate of Incorporation, these By-Laws or applicable stock
exchange rules, a different vote is required, in which case such provision shall
govern and control the decision of such matter.
 
            (e) Inspectors of Election. The Board may appoint one or more
persons as inspectors of election, who may be employees of the Corporation or
otherwise serve the Corporation in other capacities, to act at any meeting of
stockholders or any adjournment thereof and to make a written report thereof.
The Board may appoint one or more persons as alternate inspectors to replace any
inspector who fails to act. If no inspectors of election or alternates are
appointed by the Board, the chairman of the meeting shall appoint one or more
inspectors to act at the meeting. Each inspector, before discharging his or her
duties, shall take and sign an oath faithfully to execute the duties of
inspector with strict impartiality and according to the best of his or her
ability. The inspectors shall ascertain and report the number of outstanding
shares and the voting power of each; determine the number of shares present in
person or represented by proxy at the meeting and the validity of proxies and
ballots; count all votes and ballots and report the results; determine and
retain for a reasonable period a record of the disposition of any challenges
made to any determination by the inspectors; and certify their determination of
the number of shares represented at the meeting and their count of all votes and
ballots. No person who is a candidate for an office at an election may serve as
an inspector at such election. Each report of an inspector shall be in writing
and signed by the inspector or by a majority of them if there is more than one
inspector acting at such meeting. If there is more than one inspector, the
report of a majority shall be the report of the inspectors.
 
            SECTION 2.6 ADJOURNMENTS. Any meeting of stockholders, annual or
special, may be adjourned by the chairman of the meeting, from time to time,
whether or not there is a quorum, to reconvene at the same or some other place.
Notice need not be given of any such adjourned meeting if the date, time, place,
if any, thereof, and the means of remote communication, if any, by which
stockholders and proxyholders may be deemed to be present in person and vote at
such adjourned meeting are announced at the meeting at which the adjournment is
taken. At the adjourned meeting the stockholders, or the holders of any class or
series of stock entitled to vote separately as a class, as the case may be, may
transact any business which 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, notice of the adjourned meeting
shall be given to each stockholder of record entitled to vote at the meeting.
 
                                       4
 
<PAGE>
 
            SECTION 2.7 ADVANCE NOTICE FOR BUSINESS.
 
            (a) Annual Meetings of Stockholders. No business may be transacted
at an annual meeting of stockholders, other than business that is either (i)
specified in the Corporation's notice of meeting (or any supplement thereto)
given by or at the direction of the Board, (ii) otherwise properly brought
before the annual meeting by or at the direction of the Board or (iii) otherwise
properly brought before the annual meeting by any stockholder of the Corporation
(x) who is a stockholder of record on the date of the giving of the notice
provided for in this Section 2.7(a) and on the record date for the determination
of stockholders entitled to vote at such annual meeting and (y) who complies
with the notice procedures set forth in this Section 2.7(a). Notwithstanding
anything in this Section 2.7(a) to the contrary, only persons nominated for
election as a director at an annual meeting pursuant to Section 3.2 will be
considered for election at such meeting.
 
                  (i) In addition to any other applicable requirements, for
      business (other than nominations) to be properly brought before an annual
      meeting by a stockholder, such stockholder must have given timely notice
      thereof in proper written form to the Secretary of the Corporation and
      such business must otherwise be a proper matter for stockholder action.
      Subject to Section 2.7(a)(iii), a stockholder's notice to the Secretary
      with respect to such business, to be timely, must be received by the
      Secretary at the principal executive offices of the Corporation not later
      than the close of business on the 90th day nor earlier than the opening of
      business on the 120th day before the anniversary date of the immediately
      preceding annual meeting of stockholders; provided, however, that in the
      event that the annual meeting is called for a date that is not within 45
      days before or after such anniversary date, notice by the stockholder to
      be timely must be so received not earlier than the opening of business on
      the 120th day before the meeting and not later than the later of (x) the
      close of business on the 90th day before the meeting or (y) the close of
      business on the 10th day following the day on which public announcement of
      the date of the annual meeting is first made by the Corporation. In no
      event shall the public announcement of an adjournment of an annual meeting
      commence a new time period for the giving of a stockholder's notice as
      described in this Section 2.7(a).
 
                  (ii) To be in proper written form, a stockholder's notice to
      the Secretary with respect to any business (other than nominations) must
      set forth as to each such matter such stockholder proposes to bring before
      the annual meeting (A) a brief description of the business desired to be
      brought before the annual meeting, the text of the proposal or business
      (including the text of any resolutions proposed for consideration and in
      the event such business includes a proposal to amend these By-Laws, the
      language of the proposed amendment) and the reasons for conducting such
      business at the annual meeting, (B) the name and record address of such
      stockholder and the name and address of the beneficial owner, if any, on
      whose behalf the proposal is made, (C) the class or series and number of
      shares of capital stock of the Corporation that are owned beneficially and
      of record by such stockholder and by the beneficial owner, if any, on
      whose behalf the proposal is made, (D) a description of all arrangements
      or understandings between such stockholder and the beneficial owner, if
      any, on whose behalf the proposal is made and any other person or persons
      (including their names) in connection with the proposal of such business
      by such stockholder, (E) any material
 
                                       5
 
<PAGE>
 
      interest of such stockholder and the beneficial owner, if any, on whose
      behalf the proposal is made in such business, and (F) a representation
      that such stockholder intends to appear in person or by proxy at the
      annual meeting to bring such business before the meeting.
 
                  (iii) The foregoing notice requirements of this Section 2.7(a)
      shall be deemed satisfied by a stockholder as to any proposal (other than
      nominations) if the stockholder has notified the Corporation of such
      stockholder's intention to present such proposal at an annual meeting in
      compliance with Rule 14a-8 (or any successor thereof) of the Securities
      Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and such
      stockholder has complied with the requirements of such Rule for inclusion
      of such proposal in a proxy statement prepared by the Corporation to
      solicit proxies for such annual meeting. No business shall be conducted at
      the annual meeting of stockholders except business brought before the
      annual meeting in accordance with the procedures set forth in this Section
      2.7(a), provided, however, that once business has been properly brought
      before the annual meeting in accordance with such procedures, nothing in
      this Section 2.7(a) shall be deemed to preclude discussion by any
      stockholder of any such business. If the Board or the chairman of the
      annual meeting determines that any stockholder proposal was not made in
      accordance with the provisions of this Section 2.7(a) or that the
      information provided in a stockholder's notice does not satisfy the
      information requirements of this Section 2.7(a), such proposal shall not
      be presented for action at the annual meeting. Notwithstanding the
      foregoing provisions of this Section 2.7(a), if the stockholder (or a
      qualified representative of the stockholder) does not appear at the annual
      meeting of stockholders of the Corporation to present the proposed
      business, such proposed business shall not be transacted, notwithstanding
      that proxies in respect of such matter may have been received by the
      Corporation.
 
                  (iv) In addition to the provisions of this Section 2.7(a), a
      stockholder shall also comply with all applicable requirements of the
      Exchange Act and the rules and regulations thereunder with respect to the
      matters set forth herein. Nothing in this Section 2.7(a) shall be deemed
      to affect any rights of stockholders to request inclusion of proposals in
      the Corporation's proxy statement pursuant to Rule 14a-8 under the
      Exchange Act.
 
            (b) Special Meetings of Stockholders. Only such business shall be
conducted at a special meeting of stockholders as shall have been brought before
the meeting pursuant to the Corporation's notice of meeting. Nominations of
persons for election to the Board may be made at a special meeting of
stockholders at which directors are to be elected pursuant to the Corporation's
notice of meeting only pursuant to Section 3.2.
 
            (c) Public Announcement. For purposes of these By-Laws, "PUBLIC
ANNOUNCEMENT" shall mean disclosure in a press release reported by the Dow Jones
News Service, Associated Press or comparable national news service or in a
document publicly filed by the Corporation with the Securities and Exchange
Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act.
 
            SECTION 2.8 CONDUCT OF MEETINGS. The chairman of each annual and
special meeting of stockholders shall be the Chairman of the Board or, in the
absence (or
 
                                       6
 
<PAGE>
 
inability or refusal to act) of the Chairman of the Board, the Chief
Executive Officer (if he or she shall be a director) or, in the absence (or
inability or refusal to act) of the Chief Executive Officer or if the Chief
Executive Officer is not a director, the President (if he or she shall be a
director) or, in the absence (or inability or refusal to act) of the President
or if the President is not a director, such other person as shall be appointed
by the Board. The date and time of the opening and the closing of the polls for
each matter upon which the stockholders will vote at a meeting shall be
announced at the meeting by the chairman of the meeting. The Board may adopt
such rules and regulations for the conduct of the meeting of stockholders as it
shall deem appropriate. Except to the extent inconsistent with these By-Laws or
such rules and regulations as adopted by the Board, the chairman of any meeting
of stockholders shall have the right and authority to convene and to adjourn the
meeting, to prescribe such rules, regulations and procedures and to do all such
acts as, in the judgment of such chairman, are appropriate for the proper
conduct of the meeting. Such rules, regulations or procedures, whether adopted
by the Board or prescribed by the chairman of the meeting, may include, without
limitation, the following: (a) the establishment of an agenda or order of
business for the meeting; (b) rules and procedures for maintaining order at the
meeting and the safety of those present; (c) limitations on attendance at or
participation in the meeting to stockholders of record of the Corporation, their
duly authorized and constituted proxies or such other persons as the chairman of
the meeting shall determine; (d) restrictions on entry to the meeting after the
time fixed for the commencement thereof; and (e) limitations on the time
allotted to questions or comments by participants. Unless and to the extent
determined by the Board or the chairman of the meeting, meetings of stockholders
shall not be required to be held in accordance with the rules of parliamentary
procedure. The secretary of each annual and special meeting of stockholders
shall be the Secretary or, in the absence (or inability or refusal to act) of
the Secretary, an Assistant Secretary so appointed to act by the chairman of the
meeting. In the absence (or inability or refusal to act) of the Secretary and
all Assistant Secretaries, the chairman of the meeting may appoint any person to
act as secretary of the meeting.
 
            SECTION 2.9 CONSENTS IN LIEU OF MEETING. Unless otherwise provided
in the Certificate of Incorporation, any action required or permitted to 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 or consents in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding capital stock of the Corporation having not less than the minimum
voting power 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 and
shall be delivered to the Corporation to its registered office in the State of
Delaware, the Corporation's principal place of business, or the Secretary of the
Corporation. Every written consent shall bear the date of signature of each
stockholder who signs the consent and no written consent shall be effective to
take the corporate action referred to therein unless, within 60 days of the date
the earliest dated consent is delivered to the Corporation, a written consent or
consents signed by a sufficient number of holders to take such action are
delivered to the Corporation by delivery to the Corporation's registered office
in the State of Delaware, the Corporation's principal place of business, or the
Secretary. Delivery made to the Corporation's registered office shall be by hand
or by certified or registered mail, return receipt requested. An electronic
transmission consenting to the action to be taken and transmitted by a
stockholder, proxyholder or a person or persons authorized to act for a
stockholder or proxyholder shall be deemed to be written, signed and dated for
purposes hereof if such electronic transmission sets forth or is delivered with
information from which the Corporation can determine that such transmission was
transmitted by
 
                                       7
 
<PAGE>
 
a stockholder or proxyholder (or by a person authorized to act for a stockholder
or proxyholder) and the date on which such stockholder, proxyholder or
authorized person transmitted such transmission. The date on which such
electronic transmission is transmitted shall be deemed to be the date on which
such consent was signed. No consent given by electronic transmission shall be
deemed to have been delivered until such consent is reproduced in paper form and
delivered to the Corporation by delivery either to the Corporation's registered
office in the State of Delaware, the Corporation's principal place of business,
or the Secretary of the Corporation. Delivery made to the Corporation's
registered office shall be made by hand or by certified or registered mail,
return receipt requested. Notwithstanding the limitations on delivery in the
previous sentence, consents given by electronic transmission may be otherwise
delivered to the Corporation's principal place of business or to the Secretary
if, to the extent, and in the manner provided by resolution of the Board. 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. 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 and who, if the action had been taken at a
meeting, would have been entitled to notice of the meeting if the record date
for such meeting had been the date that written consents signed by a sufficient
number of holders were delivered to the Corporation as provided in this Section
2.9.
 
                                  ARTICLE III
                                   DIRECTORS
 
            SECTION 3.1 POWERS. The business and affairs of the Corporation
shall be managed by or under the direction of the Board, which may exercise all
such powers of the Corporation and do all such lawful acts and things as are not
by statute or by the Certificate of Incorporation or by these By-Laws required
to be exercised or done by the stockholders. Directors need not be stockholders
or residents of the State of Delaware.
 
            SECTION 3.2 ADVANCE NOTICE FOR NOMINATION OF DIRECTORS.
 
            (a) Only persons who are nominated in accordance with the following
procedures shall be eligible for election as directors of the Corporation,
except as may be otherwise provided by (x) the terms of one or more series of
Preferred Stock with respect to the rights of holders of one or more series of
Preferred Stock to elect directors or (y) the terms of any agreement between the
Corporation and another party or parties pursuant to which such party or parties
are given the contractual right to nominate persons for election as directors of
the Corporation (a "CONTRACTUAL NOMINATION RIGHT"). Nominations of persons for
election to the Board at any annual meeting of stockholders, or at any special
meeting of stockholders called for the purpose of electing directors as set
forth in the Corporation's notice of such special meeting, may be made (i) on
behalf of the Board, by the Nominating Committee of the Board in accordance with
this Section 3.2 and Article Fifth of the Certificate of Incorporation, (ii)
pursuant to a Contractual Nomination Right or (iii) by any stockholder of the
Corporation (x) who is a stockholder of record on the date of the giving of the
notice provided for in this Section 3.2 and on the record date for the
determination of stockholders entitled to vote at such meeting and (y) who
complies with the notice procedures set forth in this Section 3.2.
 
                                       8
 
<PAGE>
 
            (b) Nominations by Nominating Committee.
 
                  (i) Definitions. The following definitions shall apply for
      purposes of this Section 3.2:
 
                        "AUDIT COMMITTEE INDEPENDENT DIRECTOR" means a director
            of the Corporation who (x) meets the definition of "independent
            director" under Nasdaq rules, or if the Corporation's Common Stock
            is not then traded on the Nasdaq National Market, the comparable
            requirements of the principal securities exchange or market on which
            the Corporation's Common Stock is then listed or approved for
            trading, (y) meets the criteria under Nasdaq rule
            4350(d)(2)(A)(i)-(iv) (or any successor rule) for service on the
            Audit Committee of the Board or, if the Corporation's Common Stock
            is not then traded on the Nasdaq National Market, the comparable
            requirements of the principal securities exchange or market on which
            the Corporation's Common Stock is listed or approved for trading,
            and (z) is willing to serve on the Audit Committee if requested to
            do so by the Board.
 
                        "AUDIT COMMITTEE FINANCIAL EXPERT" means a director of
            the Corporation who meets the definition of "audit committee
            financial expert" set forth in Item 401 of Regulation S-K (or any
            successor rule or regulation).
 
                        "GROUP A DIRECTOR" means a director of the Corporation
            who was specified as such in paragraph (b) of Article Fifth of the
            Certificate of Incorporation or any director of the Corporation who
            was recommended for nomination as a director of the Corporation by
            the Group A Subcommittee or was selected by the Group A Subcommittee
            to fill a vacancy or newly created directorship on the Board
            pursuant to this Section 3.2(b).
 
                        "GROUP B DIRECTOR" means a director of the Corporation
            who was specified as such in paragraph (b) of Article Fifth of the
            Certificate of Incorporation, any director of the Corporation who
            was designated as a nominee for director pursuant to the Voting
            Agreement, any director of the Corporation who was recommended for
            nomination as a director of the Corporation by the Group B
            Subcommittee, or any director of the Corporation selected by the
            Group B Subcommittee to fill a vacancy or newly created directorship
            on the Board pursuant to this Section 3.2(b).
 
                        "INDEPENDENT GROUP A DIRECTOR" means any Group A
            Director who meets the definition of "independent director" under
            applicable rules and listing standards of the principal securities
            exchange or market on which the Common Stock is listed or approved
            for trading.
 
                        "INDEPENDENT GROUP B DIRECTOR" means any Group B
            Director who meets the definition of "independent director" under
            applicable rules and listing standards of the principal securities
            exchange or market on which the Common Stock is listed or approved
            for trading.
 
                                       9
 
<PAGE>
 
                        "SPECIAL VOTING PERIOD" means the period commencing
            immediately after the Effective Time (as defined in the Certificate
            of Incorporation) and ending on the third anniversary of the
            Effective Time.
 
                        "VOTING AGREEMENT" means the Voting Agreement dated as
            of September 30, 2004 by and among the Corporation and the
            stockholders party thereto, as the same may be amended from time to
            time.
 
                  (ii) Special Voting Period Provisions. The following
      provisions shall apply during the Special Voting Period and in each case
      to the extent permitted by applicable law and by applicable rules and
      listing standards of the principal securities exchange or market on which
      the Corporation's Common Stock is listed or approved for trading:
 
                  (A)   Nominating Committee. The Nominating Committee of the
                        Board shall be composed of five members, (x) three of
                        whom shall be Independent Group B Directors if there are
                        three or more Independent Group B Directors on the
                        Board, two of whom shall be Independent B Directors if
                        there are only two Independent B Directors on the Board,
                        and one of whom shall be an Independent Group B Director
                        if there is only one Independent Group B Director on the
                        Board, and (y) two of whom shall be Independent Group A
                        Directors if there are two or more Independent Group A
                        Directors on the Board and one of whom shall be an
                        Independent Group A Director if there is only one
                        Independent Group A Director on the Board.
 
                  (B)   Authority. The Nominating Committee shall have the
                        exclusive delegated authority of the Board to nominate,
                        on behalf of the Board, nominees for election as
                        directors, other than those nominees of the Board
                        designated pursuant to a Contractual Nomination Right.
 
                  (C)   Nominations. Group A Directors. Prior to each annual
                        meeting of stockholders of the Corporation during the
                        Special Voting Period, a subcommittee of the Nominating
                        Committee comprised solely of the Independent Group A
                        Directors serving on the Nominating Committee (the
                        "GROUP A SUBCOMMITTEE") shall, subject to the procedures
                        and qualification requirements set forth in this Section
                        3.2(b), have the right to recommend to the Nominating
                        Committee nominees for directors to be elected by the
                        stockholders at such annual meeting as follows:
 
                              (x)   if the size of the Whole Board is nine (9)
                                    or ten (10), the Group A Subcommittee shall
                                    have the right to recommend four (4)
                                    nominees;
 
                                       10
 
<PAGE>
 
                              (y)   if the size of the Whole Board is eleven
                                    (11) or twelve (12), the Group A
                                    Subcommittee shall have the right to
                                    recommend five (5) nominees;
 
                              (z)   if the size of the Whole Board is thirteen
                                    (13), the Group A Subcommittee shall have
                                    the right to recommend six (6) nominees.
 
                        Subject to their fiduciary duties, the Nominating
                        Committee shall recommend to the stockholders the
                        nominees recommended to the Nominating Committee by the
                        Group A Subcommittee. In the event the Group A
                        Subcommittee shall not recommend a nominee in accordance
                        with the procedures and qualification requirements of
                        this Section 3.2(b), (i) the Nominating Committee shall
                        proceed to select such nominee and (ii) such nominee
                        shall not be considered a Group A Director and shall not
                        be required to meet the qualification requirements of
                        paragraph (E) below.
 
                        Group B Directors. Prior to each annual meeting of
                        stockholders of the Corporation during the Special
                        Voting Period, a subcommittee of the Nominating
                        Committee comprised solely of the Independent Group B
                        Directors serving on the Nominating Committee (the
                        "GROUP B SUBCOMMITTEE") shall, subject to the procedures
                        and qualification requirements set forth in this Section
                        3.2(b) and the Voting Agreement, have the right to
                        recommend to the Nominating Committee nominees for
                        directors which the Nominating Committee, subject to its
                        fiduciary duties, shall recommend to the stockholders to
                        be elected by the stockholders at such annual meeting as
                        follows:
 
<TABLE>
<CAPTION>
Size of Whole Board    Number of Nominees
-------------------    ------------------
<S>                    <C>
           9                    5
          10                    6
          11                    6
          12                    7
          13                    7
</TABLE>
 
                        Notwithstanding the foregoing, the number of nominees
                        the Group B Subcommittee shall have the right to
                        recommend for election as directors at any particular
                        annual meeting shall be reduced by the number of
                        nominees who are designated as nominees for election at
                        such annual meeting pursuant to the Voting Agreement
                        (including Mike Willis). In the event the Group B
                        Subcommittee shall not recommend a nominee in accordance
                        with the procedures and qualification requirements of
                        this Section 3.2(b), (i) the Nominating Committee shall
                        proceed to select such nominee and (ii) such nominee
                        shall not be considered
 
                                       11
 
<PAGE>
 
                        a Group B Director and shall not be required to meet the
                        qualification requirements of paragraph (E) below.
 
                  (D)   Vacancies and Newly Created Directorships. Group A
                        Directors. Subject to the procedures and qualification
                        requirements of this Section 3.2, the Group A
                        Subcommittee shall have the exclusive delegated
                        authority of the Board to fill any vacancy on the Board,
                        or any committee thereof, that was held immediately
                        prior to such vacancy by a Group A Director, and to fill
                        any newly created directorship for which the Group A
                        Subcommittee would have the right to recommend an
                        additional nominee pursuant to paragraph (C) above;
                        provided, however, in the event the Group A Subcommittee
                        shall not fill any such vacancy or newly created
                        directorship pursuant to the procedures and
                        qualification requirements of this Section 3.2(b), (i)
                        the Nominating Committee shall then have the exclusive
                        delegated authority of the Board to fill such vacancy or
                        newly created directorship and (ii) the person so chosen
                        shall not be considered a Group A Director and shall not
                        be required to meet the qualification requirements of
                        paragraph (E) below.
 
                        Group B Directors. Subject to the procedures and
                        qualification requirements of this Section 3.2, the
                        Group B Subcommittee shall have the exclusive delegated
                        authority of the Board to fill any vacancy on the Board,
                        or any committee thereof, that was held immediately
                        prior to such vacancy by a Group B Director, and to fill
                        any newly created directorship for which the Group B
                        Subcommittee would have the right to recommend an
                        additional nominee pursuant to paragraph (C) above;
                        provided, however, in the event the Group B Subcommittee
                        shall not fill any such vacancy or newly created
                        directorship pursuant to the procedures and
                        qualification requirements of this Section 3.2, (i) the
                        Nominating Committee shall then have the exclusive
                        delegated authority of the Board to fill such vacancy or
                        newly created directorship and (ii) the person so chosen
                        shall not be considered a Group B Director and shall not
                        be required to meet the qualification requirements of
                        paragraph (E) below.
 
                  (E)   Qualification Requirements. Group A Directors. The Group
                        A Subcommittee shall not have the right to recommend
                        nominees for election as directors or to fill a vacancy
                        or newly created directorship unless, after giving
                        effect to the election of such nominees or the filling
                        of such vacancies or newly created directorships, (i)
                        there would be at least three Independent Group A
                        Directors, (ii) there would be at least two (2) Group A
                        Directors who meet the definition of Audit Committee
                        Independent Director, and (iii) there would be at least
                        one Group A Director specified in (ii) who meets the
                        definition of Audit Committee
 
                                       12
 
<PAGE>
 
                        Financial Expert; provided, however, if the size of the
                        Whole Board is 10, 11, 12 or 13, then there must be at
                        least three Independent Group A Directors.
 
                        Group B Directors. The Group B Subcommittee shall not
                        have the right to recommend nominees for election as
                        directors or to fill a vacancy or newly created
                        directorship, unless, after giving effect to the
                        election of such nominees or the filling of such
                        vacancies or newly created directorships, there would be
                        at least three (3) Independent Group B Directors, one of
                        whom meets the definition of Audit Committee Independent
                        Director; provided, however, if the size of the Whole
                        Board is 11, 12 or 13, then there must be at least four
                        (4), rather than three (3), Independent Group B
                        Directors.
 
                  (F)   Procedures. The Corporation shall give the Group A
                        Subcommittee and the Group B Subcommittee not less than
                        60 days prior notice of the proposed mailing date of the
                        Corporation's proxy statement in connection with the
                        annual meeting of stockholders. The Group A Subcommittee
                        or Group B Subcommittee, as the case may be, shall
                        inform the Nominating Committee of its recommended
                        nominees for election of directors to the Board of
                        Directors by delivering written notice thereof not less
                        than thirty (30) days prior to the mailing of the
                        Corporation's proxy statement to be distributed to
                        stockholders in connection with the annual meeting of
                        stockholders. The notice shall also contain such
                        information relating to such nominees as is required to
                        be disclosed in a proxy statement or other filings
                        required to be made by the Corporation in connection
                        with the solicitation of proxies for election of
                        directors pursuant to Section 14 of the Exchange Act and
                        the rules and regulations promulgated thereunder, and
                        from which the Board can determine that the
                        qualification requirements set forth in paragraph (E)
                        above have been satisfied. The Group A Subcommittee or
                        Group B Subcommittee, as the case may be, shall inform
                        the Nominating Committee of the person selected by such
                        Subcommittee to fill a vacancy or newly created
                        directorship not later than thirty (30) days following
                        written notice to such Subcommittee of the occurrence of
                        such vacancy or creation of such newly created
                        directorship. The notice shall also contain such
                        information relating to such individual as is required
                        to be disclosed in a proxy statement or other filings
                        required to be made by the Corporation in connection
                        with the solicitation of proxies for election of
                        directors pursuant to Section 14 of the Exchange Act and
                        the rules and regulations promulgated thereunder, and
                        from which the Board can determine that the
                        qualification requirements set forth in paragraph (E)
                        above have been satisfied. The Group A Subcommittee and
                        Group B Subcommittee, as the case may be,
 
                                       13
 
<PAGE>
 
                        shall be afforded reasonable opportunity to provide any
                        supplemental information requested by the Nominating
                        Committee.
 
                  (G)   Dissolution. If there ceases to be for a period of not
                        less than 30 days, at least one Independent Group A
                        Director on the Board, the Group A Subcommittee shall be
                        dissolved. If there ceases to be for a period of not
                        less than 30 days, at least one Independent Group B
                        Director on the Board, the Group B Subcommittee shall be
                        dissolved. Except as otherwise provided by the terms of
                        a Contractual Nomination Right, after dissolution of a
                        Subcommittee, the Nominating Committee shall have the
                        exclusive delegated authority of the Board to nominate
                        directors and fill any vacancy or newly created
                        directorship that such Subcommittee had the right to
                        nominate or fill at the time of its dissolution.
 
                  (H)   Certain Incentive Compensation Awards. The unanimous
                        approval of the Compensation Committee of the Board
                        shall be required to approve any incentive compensation
                        awards to be granted to senior management of the
                        Corporation.
 
            (c) Nominations by Stockholders.
 
                  (i) In addition to any other applicable requirements, for a
      nomination to be made by a stockholder, such stockholder must have given
      timely notice thereof in proper written form to the Secretary of the
      Corporation. To be timely, a stockholder's notice to the Secretary must be
      received by the Secretary at the principal executive offices of the
      Corporation (A) in the case of an annual meeting, not later than the close
      of business on the 90th day nor earlier than the opening of business on
      the 120th day before the anniversary date of the immediately preceding
      annual meeting of stockholders; provided, however, that in the event that
      the annual meeting is called for a date that is not within 45 days before
      or after such anniversary date, notice by the stockholder to be timely
      must be so received not earlier than the opening of business on the 120th
      day before the meeting and not later than the later of (x) the close of
      business on the 90th day before the meeting or (y) the close of business
      on the 10th day following the day on which public announcement of the date
      of the annual meeting was first made by the Corporation; and (B) in the
      case of a special meeting of stockholders called for the purpose of
      electing directors, not later than the close of business on the 10th day
      following the day on which public announcement of the date of the special
      meeting is first made by the Corporation. In no event shall the public
      announcement of an adjournment of an annual meeting or special meeting
      commence a new time period for the giving of a stockholder's notice as
      described in this Section 3.2.
 
                  (ii) Notwithstanding anything in paragraph (c)(i) to the
      contrary, in the event that the number of directors to be elected to the
      Board at an annual meeting is greater than the number of directors whose
      terms expire on the date of the annual meeting and there is no public
      announcement by the Corporation naming all of the nominees for the
      additional directors to be elected or specifying the size of the increased
      Board before
 
                                       14
 
<PAGE>
 
      the close of business on the 90th day prior to the anniversary date of the
      immediately preceding annual meeting of stockholders, a stockholder's
      notice required by this Section 3.2 shall also be considered timely, but
      only with respect to nominees for the additional directorships created by
      such increase that are to be filled by election at such annual meeting, if
      it shall be received by the Secretary at the principal executive offices
      of the Corporation not later than the close of business on the 10th day
      following the date on which such public announcement was first made by the
      Corporation.
 
                  (iii) To be in proper written form, a stockholder's notice to
      the Secretary must set forth (A) as to each person whom the stockholder
      proposes to nominate for election as a director (w) the name, age,
      business address and residence address of the person, (x) the principal
      occupation or employment of the person, (y) the class or series and number
      of shares of capital stock of the Corporation that are owned beneficially
      or of record by the person and (z) any other information relating to the
      person that would be required to be disclosed in a proxy statement or
      other filings required to be made in connection with solicitations of
      proxies for election of directors pursuant to Section 14 of the Exchange
      Act and the rules and regulations promulgated thereunder; and (B) as to
      the stockholder giving the notice (v) the name and record address of such
      stockholder and the name and address of the beneficial owner, if any, on
      whose behalf the nomination is made, (w) the class or series and number of
      shares of capital stock of the Corporation that are owned beneficially and
      of record by such stockholder and the beneficial owner, if any, on whose
      behalf the nomination is made, (x) a description of all arrangements or
      understandings relating to the nomination to be made by such stockholder
      among such stockholder, the beneficial owner, if any, on whose behalf the
      nomination is made, each proposed nominee and any other person or persons
      (including their names), (y) a representation that such stockholder
      intends to appear in person or by proxy at the meeting to nominate the
      persons named in its notice and (z) any other information relating to such
      stockholder and the beneficial owner, if any, on whose behalf the
      nomination is made that would be required to be disclosed in a proxy
      statement or other filings required to be made in connection with
      solicitations of proxies for election of directors pursuant to Section 14
      of the Exchange Act and the rules and regulations promulgated thereunder.
      Such notice must be accompanied by a written consent of each proposed
      nominee to being named as a nominee and to serve as a director if elected.
 
                  (iv) In addition to the provisions of this Section 3.2, a
      stockholder shall also comply with all of the applicable requirements of
      the Exchange Act and the rules and regulations thereunder with respect to
      the matters set forth herein. Nothing in this Section 3.2 shall be deemed
      to affect any rights of the holders of Preferred Stock to elect directors
      pursuant to the Certificate of Incorporation.
 
            (d) Except as otherwise provided by the terms of one or more series
of Preferred Stock with respect to the rights of one or more series of Preferred
Stock to nominate and elect directors or the terms of any Contractual Nomination
Right, no person shall be eligible for election as a director of the Corporation
unless nominated in accordance with the procedures set forth in this Section
3.2. If the Board or the chairman of the meeting of stockholders determines that
any nomination was not made in accordance with the provisions of this Section
3.2, then such nomination shall not be considered at the meeting in question.
Notwithstanding
 
                                       15
 
<PAGE>
 
the foregoing provisions of this Section 3.2, if a stockholder complying with
Section 3.2(c) (or a qualified representative of such stockholder) does not
appear at the meeting of stockholders of the Corporation to present the
nomination, such nomination shall be disregarded, notwithstanding that proxies
in respect of such nomination may have been received by the Corporation.
 
            SECTION 3.3 COMPENSATION. Unless otherwise restricted by the
Certificate of Incorporation or these By-Laws, the Board shall have the
authority to fix the compensation of directors. The directors may be reimbursed
their expenses, if any, of attendance at each meeting of the Board and may be
paid either a fixed sum for attendance at each meeting of the Board or other
compensation as director. No such payment shall preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefor. Members of committees of the Board may be allowed like compensation
and reimbursement of expenses for service on the committee.
 
                                   ARTICLE IV
                                 BOARD MEETINGS
 
            SECTION 4.1 ANNUAL MEETINGS. The Board shall meet as soon as
practicable after the adjournment of each annual stockholders meeting at the
place of the annual stockholders meeting unless the Board shall fix another time
and place and give notice thereof in the manner required herein for special
meetings of the Board. No notice to the directors shall be necessary to legally
convene this meeting, except as provided in this Section 4.1.
 
            SECTION 4.2 REGULAR MEETINGS. Regularly scheduled, periodic meetings
of the Board may be held without notice at such times, dates and places as shall
from time to time be determined by the Board.
 
            SECTION 4.3 SPECIAL MEETINGS. Special meetings of the Board (a) may
be called by (i) the Chairman of the Board, (ii) Chief Executive Officer, (iii)
a majority of the Group A Directors, (iv) a majority of the Group B Directors or
(v) a majority of the all of the Directors comprising the Board and (b) shall be
called by the Chairman of the Board, Chief Executive Officer or Secretary on the
written request of at least a majority of directors then in office, or the sole
director, as the case may be, and shall be held at such time, date and place as
may be determined by the person calling the meeting or, if called upon the
request of directors or the sole director, as specified in such written request.
Notice of each special meeting of the Board shall be given, as provided in
Section 9.3, to each director (i) at least 24 hours before the meeting if such
notice is oral notice given personally or by telephone or written notice given
by hand delivery or by means of a form of electronic transmission and delivery;
(ii) at least two days before the meeting if such notice is sent by a nationally
recognized overnight delivery service; and (iii) at least five days before the
meeting if such notice is sent through the United States mail. If the Secretary
shall fail or refuse to give such notice, then the notice may be given by the
officer who called the meeting or the directors who requested the meeting. Any
and all business that may be transacted at a regular meeting of the Board may be
transacted at a special meeting. Except as may be otherwise expressly provided
by applicable law, the Certificate of Incorporation, or these By-Laws, neither
the business to be transacted at, nor the purpose of, any special meeting need
be specified in the notice or waiver of notice of such meeting. A special
 
                                       16
 
<PAGE>
 
meeting may be held at any time without notice if all the directors are present
or if those not present waive notice of the meeting in accordance with Section
9.4.
 
            SECTION 4.4 QUORUM; REQUIRED VOTE. A majority of the Whole Board
shall constitute a quorum for the transaction of business at any meeting of the
Board, 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, except as may be
otherwise specifically provided by applicable law, the Certificate of
Incorporation or these By-Laws. If a quorum shall not be present at any meeting,
a majority of the directors present may adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum is
present.
 
            SECTION 4.5 CONSENT IN LIEU OF 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 or 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, and the
writing or writings or electronic transmission or transmissions (or paper
reproductions thereof) 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.
 
            SECTION 4.6 ORGANIZATION. The chairman of each meeting of the Board
shall be the Chairman of the Board or, in the absence (or inability or refusal
to act) of the Chairman of the Board, the Chief Executive Officer (if he or she
shall be a director) or, in the absence (or inability or refusal to act) of the
Chief Executive Officer or if the Chief Executive Officer is not a director, the
President (if he or she shall be a director) or in the absence (or inability or
refusal to act) of the President or if the President is not a director, a
chairman elected from the directors present. The Secretary shall act as
secretary of all meetings of the Board. In the absence (or inability or refusal
to act) of the Secretary, an Assistant Secretary shall perform the duties of the
Secretary at such meeting. In the absence (or inability or refusal to act) of
the Secretary and all Assistant Secretaries, the chairman of the meeting may
appoint any person to act as secretary of the meeting.
 
                                   ARTICLE V
                             COMMITTEES OF DIRECTORS
 
            SECTION 5.1 ESTABLISHMENT. The Board may designate one or more
committees, each committee to consist of one or more of the directors. During
the Special Voting Period, (a) Group B Directors shall constitute a majority of
the Compensation Committee and such committee shall have at least one Group A
Director and (b) the Audit Committee shall have at least one Group A Director.
During the Special Voting Period, the Board shall have a Nominating Committee as
set forth in Section 3.2 of these By-Laws. Each committee shall keep regular
minutes of its meetings and report the same to the Board when required. Subject
to this Section 5.1, the Board shall have the power at any time to fill
vacancies in, to change the membership of, or to dissolve any such committee,
except as otherwise provided in Section 3.2 with respect to the Nominating
Committee, the Group A Subcommittee and the Group B Subcommittee during the
Special Voting Period.
 
                                       17
 
<PAGE>
 
            SECTION 5.2 AVAILABLE POWERS. Any committee established pursuant to
Section 5.1 hereof, to the extent permitted by applicable law and by resolution
of the Board, shall have and may exercise all of the powers and authority of the
Board 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.
 
            SECTION 5.3 ALTERNATE MEMBERS. Subject to Section 5.1, the Board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of such committee.
 
            SECTION 5.4 PROCEDURES. Unless the Board otherwise provides, the
time, date, place, if any, and notice of meetings of a committee and the means
of remote communication, if any, shall be determined by such committee. At
meetings of a committee, a majority of the number of members of the committee
(but not including any alternate member, unless such alternate member has
replaced any absent or disqualified member at the time of, or in connection
with, such meeting) shall constitute a quorum for the transaction of business.
The act of a majority of the members present at any meeting at which a quorum is
present shall be the act of the committee, except as otherwise specifically
provided by applicable law, the Certificate of Incorporation, these By-Laws or
the Board. If a quorum is not present at a meeting of a committee, the members
present may adjourn the meeting from time to time, without notice other than an
announcement at the meeting, until a quorum is present. Unless the Board
otherwise provides and except as provided in these By-Laws, each committee
designated by the Board may make, alter, amend and repeal rules for the conduct
of its business. In the absence of such rules each committee shall conduct its
business in the same manner as the Board is authorized to conduct its business
pursuant to Article III and Article IV of these By-Laws.
 
                                   ARTICLE VI
                                    OFFICERS
 
            SECTION 6.1 OFFICERS. The officers of the Corporation elected by the
Board shall be a Chairman of the Board, a Chief Executive Officer, a President,
a Treasurer, a Secretary and such other officers (including without limitation a
Chief Financial Officer, Vice Presidents, Assistant Secretaries and Assistant
Treasurers) as the Board from time to time may determine. Officers elected by
the Board shall each have such powers and duties as generally pertain to their
respective offices, subject to the specific provisions of this Article VI. Such
officers shall also have such powers and duties as from time to time may be
conferred by the Board. The Chairman of the Board, Chief Executive Officer or
President may also appoint such other officers (including without limitation one
or more Vice Presidents and Controllers) as may be necessary or desirable for
the conduct of the business of the Corporation. Such other officers shall have
such powers and duties and shall hold their offices for such terms as may be
provided in these By-Laws or as may be prescribed by the Board or, if such
officer has been appointed by the Chairman of the Board, Chief Executive Officer
or President, as may be prescribed by the appointing officer.
 
            (a) Chairman of the Board. The Chairman of the Board shall preside
when present at all meetings of the stockholders and the Board. The Chairman of
the Board shall advise and counsel the Chief Executive Officer and other
officers and shall exercise such powers
 
                                       18
 
<PAGE>
 
and perform such duties as shall be assigned to or required of the Chairman of
the Board from time to time by the Board or these By-Laws.
 
            (b) Chief Executive Officer. The Chief Executive Officer shall be
the chief executive officer of the Corporation, shall have general supervision
of the affairs of the Corporation and general control of all of its business
subject to the ultimate authority of the Board, and shall be responsible for the
execution of the policies of the Board. In the absence (or inability or refusal
to act) of the Chairman of the Board, the Chief Executive Officer (if he or she
shall be a director) shall preside when present at all meetings of the
stockholders and the Board.
 
            (c) President. The President shall be the chief operating officer of
the Corporation and shall, subject to the authority of the Chief Executive
Officer and the Board, have general management and control of the day-to-day
business operations of the Corporation and shall consult with and report to the
Chief Executive Officer. The President shall put into operation the business
policies of the Corporation as determined by the Chief Executive Officer and the
Board and as communicated to the President by the Chief Executive Officer and
the Board. The President shall make recommendations to the Chief Executive
Officer on all operational matters that would normally be reserved for the final
executive responsibility of the Chief Executive Officer. In the absence (or
inability or refusal to act) of the Chairman of the Board and Chief Executive
Officer, the President (if he or she shall be a director) shall preside when
present at all meetings of the stockholders and the Board.
 
            (d) Vice Presidents. In the absence (or inability or refusal to act)
of the President, the Vice President (or in the event there be more than one
Vice President, the Vice Presidents in the order designated by the Board) shall
perform the duties and have the powers of the President. Any one or more of the
Vice Presidents may be given an additional designation of rank or function.
 
            (e) Secretary.
 
                  (i) The Secretary shall attend all meetings of the
      stockholders, the Board and (as required) committees of the Board and
      shall record the proceedings of such meetings in books to be kept for that
      purpose. The Secretary shall give, or cause to be given, notice of all
      meetings of the stockholders and special meetings of the Board and shall
      perform such other duties as may be prescribed by the Board, the Chairman
      of the Board, Chief Executive Officer or the President. The Secretary
      shall have custody of the corporate seal of the Corporation and the
      Secretary, or any Assistant Secretary, shall have authority to affix the
      same to any instrument requiring it, and when so affixed, it may be
      attested by his or her signature or by the signature of such Assistant
      Secretary. The Board may give general authority to any other officer to
      affix the seal of the Corporation and to attest the affixing thereof by
      his or her signature.
 
                  (ii) 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, if one has been appointed, a
      stock ledger, or duplicate stock ledger, showing the names of the
      stockholders and their addresses, the number and classes of shares held by
      each and, with respect to certificated shares, the number and date of
      certificates issued for the same and the number and date of certificates
      cancelled.
 
                                       19
 
<PAGE>
 
            (f) Assistant Secretaries. The Assistant Secretary or, if there be
more than one, the Assistant Secretaries in the order determined by the Board
shall, in the absence (or inability or refusal to act) of the Secretary, perform
the duties and have the powers of the Secretary.
 
            (g) Treasurer. The Treasurer shall perform all duties commonly
incident to that office (including, without limitation, the care and custody of
the funds and securities of the Corporation which from time to time may come
into the Treasurer's hands and the deposit of the funds of the Corporation in
such banks or trust companies as the Board, the Chief Executive Officer or the
President may authorize).
 
            (h) Assistant Treasurers. The Assistant Treasurer or, if there shall
be more than one, the Assistant Treasurers in the order determined by the Board
shall, in the absence (or inability or refusal to act) of the Treasurer, perform
the duties and exercise the powers of the Treasurer.
 
            SECTION 6.2 TERM OF OFFICE. The elected officers of the Corporation
shall be elected annually by the Board at its first meeting held after each
annual meeting of stockholders. All officers elected by the Board shall hold
office until the next annual meeting of the Board and until their successors are
duly elected and qualified or until their earlier death, resignation,
retirement, disqualification, or removal from office. Any officer may be
removed, with or without cause, at any time by the Board. Any officer appointed
by the Chairman of the Board, Chief Executive Officer or President may also be
removed, with or without cause, by the Chairman of the Board, Chief Executive
Officer or President, as the case may be, unless the Board otherwise provides.
Any vacancy occurring in any elected office of the Corporation may be filled by
the Board. Any vacancy occurring in any office appointed by the Chairman of the
Board, Chief Executive Officer or President may be filled by the Chairman of the
Board, Chief Executive Officer or President, as the case may be, unless the
Board then determines that such office shall thereupon be elected by the Board,
in which case the Board shall elect such officer.
 
            SECTION 6.3 OTHER OFFICERS. The Board may delegate the power to
appoint such other officers and agents, and may also remove such officers and
agents or delegate the power to remove same, as it shall from time to time deem
necessary or desirable.
 
            SECTION 6.4 MULTIPLE OFFICEHOLDERS; STOCKHOLDER AND DIRECTOR
OFFICERS. Any number of offices may be held by the same person, unless the
Certificate of Incorporation or these By-Laws otherwise provide. Officers need
not be stockholders or residents of the State of Delaware.
 
                                  ARTICLE VII
                               SHARE CERTIFICATES
 
            SECTION 7.1 ENTITLEMENT TO CERTIFICATES. The shares of the
Corporation shall be represented by certificates, provided that the Board 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, every holder of stock represented by certificates and
upon request every holder of
 
                                       20
<PAGE>
 
uncertificated shares shall be entitled to have a certificate signed in
accordance with Section 7.3 representing the number of shares registered in
certificate form.
 
            SECTION 7.2 MULTIPLE CLASSES OF STOCK. 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 qualification, limitations or restrictions of such preferences and/or rights
shall, unless and to the extent (and subject to applicable law) the Board shall
by resolution provide that such class or series of stock shall be
uncertificated, be set forth in full or summarized on the face or back of any
certificate that the Corporation shall issue to represent such class or series
of stock; provided that, in lieu of the foregoing requirements, there may be set
forth on the face or back of such certificate 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 7.3 SIGNATURES. Each certificate representing capital stock
of the Corporation shall be signed by or in the name of the Corporation by (a)
the Chairman of the Board, the Chief Executive Officer, the President or a Vice
President; and (b) the Treasurer, an Assistant Treasurer, the Secretary, or an
Assistant Secretary of the Corporation. Any or all 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
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 such person were such officer, transfer agent or registrar on the date of
issue.
 
            SECTION 7.4 ISSUANCE AND PAYMENT. Subject to applicable law, the
Certificate of Incorporation or these By-Laws, shares may be issued for such
consideration and to such persons as the Board may determine from time to time.
Shares may not be issued until the full amount of the consideration has been
paid, unless upon the face or back of each certificate issued to represent any
partly paid shares of capital stock there shall have been set forth the total
amount of the consideration to be paid therefor and the amount paid thereon up
to and including the time said certificate is issued.
 
            SECTION 7.5 LOST CERTIFICATES. The Corporation may issue a new
certificate of stock or uncertificated shares in place of any certificate
theretofore issued by it 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, the
Corporation may require the owner of such lost, stolen or destroyed certificate,
or such owner's 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.
 
            SECTION 7.6 TRANSFER OF STOCK. Stock of the Corporation shall be
transferable in the manner prescribed by applicable law and in these By-Laws.
Transfers of stock shall be made on the stock ledger of the Corporation only by
the person named as the holder thereof on the stock ledger of the Corporation or
by such person's duly constituted attorney or legal representative, and in the
case of shares represented by a certificate, upon the
 
                                       21
 
<PAGE>
 
surrender of the certificate therefor, which shall be canceled before a new
certificate shall be issued. No transfer of stock shall be valid as against the
Corporation for any purpose until it shall have been entered in the stock ledger
of the Corporation by an entry showing from and to whom transferred.
 
            SECTION 7.7 REGISTERED STOCKHOLDERS. Except as otherwise required by
applicable law (a) the Corporation shall be entitled to recognize the exclusive
right of a person registered on its stock ledger as the owner of shares for all
purposes, including, without limitation, as the owner of such shares to receive
dividends, vote such shares, examine the stock ledger and the books of the
Corporation and be held liable for calls and assessments and (b) the Corporation
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 other than such registered owner,
whether or not it shall have express or other notice thereof.
 
                                  ARTICLE VIII
                                 INDEMNIFICATION
 
            SECTION 8.1 RIGHT TO INDEMNIFICATION. Each person who was or is made
a party or is threatened to be made a party to or is otherwise involved in any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter a "PROCEEDING"), by
reason of the fact that he or she is or was a director or officer of the
Corporation or, while a director or officer of the Corporation, is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to an employee benefit plan
(hereinafter a "COVERED PERSON"), whether the basis of such proceeding is
alleged action in an official capacity as a director, officer, employee or
agent, or in any other capacity while serving as a director, officer, employee
or agent, shall be indemnified and held harmless by the Corporation to the
fullest extent authorized or permitted by applicable law, as the same exists or
may hereafter be amended, against all expense, liability and loss (including,
without limitation, attorneys' fees, judgments, fines, ERISA excise taxes and
penalties and amounts paid in settlement) reasonably incurred or suffered by
such Covered Person in connection with such proceeding; provided, however, that,
except as provided in Section 8.3 with respect to proceedings to enforce rights
to indemnification, the Corporation shall indemnify a Covered Person in
connection with a proceeding (or part thereof) initiated by such Covered Person
only if such proceeding (or part thereof) was authorized by the Board.
 
            SECTION 8.2 RIGHT TO ADVANCEMENT OF EXPENSES. In addition to the
right to indemnification conferred in Section 8.1, a Covered Person shall also
have the right to be paid by the Corporation the expenses (including, without
limitation, attorneys' fees) incurred in defending, testifying, or otherwise
participating in any such proceeding in advance of its final disposition
(hereinafter an "ADVANCEMENT OF EXPENSES"); provided, however, that, if the
Delaware General Corporation Law ("DGCL") requires, an advancement of expenses
incurred by a Covered Person in his or her capacity as a director or officer of
the Corporation (and not in any other capacity in which service was or is
rendered by such Covered Person, including, without limitation, service to an
employee benefit plan) shall be made only upon delivery to the Corporation of an
undertaking (hereinafter an "UNDERTAKING"), by or on behalf of such Covered
Person, to repay all amounts so advanced if it shall ultimately be determined by
final judicial
 
                                       22
 
<PAGE>
 
decision from which there is no further right to appeal (hereinafter a "FINAL
ADJUDICATION") that such Covered Person is not entitled to be indemnified for
such expenses under this Article VIII or otherwise.
 
            SECTION 8.3 RIGHT OF INDEMNITEE TO BRING SUIT. If a claim under
Section 8.1 or Section 8.2 is not paid in full by the Corporation within 60 days
after a written claim therefor has been received by the Corporation, except in
the case of a claim for an advancement of expenses, in which case the applicable
period shall be 20 days, the Covered Person may at any time thereafter bring
suit against the Corporation to recover the unpaid amount of the claim. If
successful in whole or in part in any such suit, or in a suit brought by the
Corporation to recover an advancement of expenses pursuant to the terms of an
undertaking, the Covered Person shall also be entitled to be paid the expense of
prosecuting or defending such suit. In (a) any suit brought by the Covered
Person to enforce a right to indemnification hereunder (but not in a suit
brought by a Covered Person to enforce a right to an advancement of expenses) it
shall be a defense that, and (b) in any suit brought by the Corporation to
recover an advancement of expenses pursuant to the terms of an undertaking, the
Corporation shall be entitled to recover such expenses upon a final adjudication
that, the Covered Person has not met any applicable standard for indemnification
set forth in the DGCL. Neither the failure of the Corporation (including its
directors who are not parties to such action, a committee of such directors,
independent legal counsel, or its stockholders) to have made a determination
prior to the commencement of such suit that indemnification of the Covered
Person is proper in the circumstances because the Covered Person has met the
applicable standard of conduct set forth in the DGCL, nor an actual
determination by the Corporation (including a determination by its directors who
are not parties to such action, a committee of such directors, independent legal
counsel, or its stockholders) that the Covered Person has not met such
applicable standard of conduct, shall create a presumption that the Covered
Person has not met the applicable standard of conduct or, in the case of such a
suit brought by the Covered Person, shall be a defense to such suit. In any suit
brought by the Covered Person to enforce a right to indemnification or to an
advancement of expenses hereunder, or by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the burden of
proving that the Covered Person is not entitled to be indemnified, or to such
advancement of expenses, under this Article VIII or otherwise shall be on the
Corporation.
 
            SECTION 8.4 NON-EXCLUSIVITY OF RIGHTS. The rights provided to
Covered Persons pursuant to this Article VIII shall not be exclusive of any
other right which any Covered Person may have or hereafter acquire under
applicable law, the Certificate of Incorporation, these By-Laws, an agreement, a
vote of stockholders or disinterested directors, or otherwise.
 
            SECTION 8.5 INSURANCE. The Corporation may maintain insurance, at
its expense, to protect itself and/or any director, officer, employee or agent
of the Corporation or another corporation, partnership, joint venture, trust or
other enterprise against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the DGCL.
 
            SECTION 8.6 INDEMNIFICATION OF OTHER PERSONS. This Article VIII
shall not limit the right of the Corporation to the extent and in the manner
authorized or permitted by law to indemnify and to advance expenses to persons
other than Covered Persons. Without limiting the foregoing, the Corporation may,
to the extent authorized from time to time by the Board,
 
                                       23
 
<PAGE>
 
grant rights to indemnification and to the advancement of expenses to any
employee or agent of the Corporation and to any other person who is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to an employee benefit plan, to the
fullest extent of the provisions of this Article VIII with respect to the
indemnification and advancement of expenses of Covered Persons under this
Article VIII.
 
            SECTION 8.7 AMENDMENTS. Any repeal or amendment of this Article VIII
by the Board or the stockholders of the Corporation or by changes in applicable
law, or the adoption of any other provision of these By-Laws inconsistent with
this Article VIII, will, to the extent permitted by applicable law, be
prospective only (except to the extent such amendment or change in applicable
law permits the Corporation to provide broader indemnification rights to Covered
Persons on a retroactive basis than permitted prior thereto), and will not in
any way diminish or adversely affect any right or protection existing hereunder
in respect of any act or omission occurring prior to such repeal or amendment or
adoption of such inconsistent provision.
 
            SECTION 8.8 CERTAIN DEFINITIONS. For purposes of this Article VIII,
(a) references to "other enterprise" shall include any employee benefit plan;
(b) references to "fines" shall include any excise taxes assessed on a person
with respect to an employee benefit plan; (c) references to "serving at the
request of the Corporation" shall include any service that imposes duties on, or
involves services by, a person with respect to any employee benefit plan, its
participants, or beneficiaries; and (d) a person who acted in good faith and in
a manner such person reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be deemed to
have acted in a manner "not opposed to the best interest of the Corporation" for
purposes of Section 145 of the DGCL.
 
            SECTION 8.9 CONTRACT RIGHTS. The rights provided to Covered Persons
pursuant to this Article VIII shall be contract rights and such rights shall
continue as to a Covered Person who has ceased to be a director, officer, agent
or employee and shall inure to the benefit of the Covered Person's heirs,
executors and administrators.
 
            SECTION 8.10 SEVERABILITY. If any provision or provisions of this
Article VIII shall be held to be invalid, illegal or unenforceable for any
reason whatsoever: (a) the validity, legality and enforceability of the
remaining provisions of this Article VIII shall not in any way be affected or
impaired thereby; and (b) to the fullest extent possible, the provisions of this
Article VIII (including, without limitation, each such portion of this Article
VIII containing any such provision held to be invalid, illegal or unenforceable)
shall be construed so as to give effect to the intent manifested by the
provision held invalid, illegal or unenforceable.
 
                                   ARTICLE IX
                                  MISCELLANEOUS
 
            SECTION 9.1 PLACE OF MEETINGS. If the place of any meeting of
stockholders, the Board or committee of the Board for which notice is required
under these By-Laws is not designated in the notice of such meeting, such
meeting shall be held at the principal business office of the Corporation;
provided, however, if the Board has, in its sole discretion, determined
 
                                       24
 
<PAGE>
 
that a meeting shall not be held at any place, but instead shall be held by
means of remote communication pursuant to Section 9.5 hereof, then such meeting
shall not be held at any place.
 
            SECTION 9.2 FIXING RECORD DATES.
 
            (a) 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, the Board may fix a record date, which shall not precede
the date upon which the resolution fixing the record date is adopted by the
Board, and which record date shall not be more than 60 nor less than 10 days
before the date of such meeting. If no record date is fixed by the Board, the
record date for determining stockholders entitled to notice of or to vote at a
meeting of stockholders shall be at the close of business on the business day
next preceding the day on which notice is given, or, if notice is waived, at the
close of business on the business day next preceding the day on which the
meeting is held. A determination of stockholders of record entitled to notice of
or to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board may fix a new record date for the
adjourned meeting.
 
            (b) In order that the Corporation may determine the stockholders
entitled to receive payment of any dividend or other distribution or allotment
of any rights or the stockholders entitled to exercise any rights in respect of
any change, conversion or exchange of stock, or for the purpose of any other
lawful action, the Board may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted,
and which record date shall be not more than 60 days prior to such action. If no
record date is fixed, the record date for determining stockholders for any such
purpose shall be at the close of business on the day on which the Board adopts
the resolution relating thereto.
 
            (c) In order that the Corporation may determine the stockholders
entitled to consent to corporate action in writing without a meeting, the Board
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the Board, and which date
shall not be more than 10 days after the date upon which the resolution fixing
the record date is adopted by the Board. If no record date has been fixed by the
Board, the record date for determining stockholders entitled to consent to
corporate action in writing without a meeting, when no prior action by the Board
is otherwise required, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
Corporation by delivery to its registered office in the State of Delaware, its
principal place of business, or the Secretary of the Corporation. Delivery made
to the Corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested. If no record date has been fixed by
the Board and prior action by the Board is otherwise required, the record date
for determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the day on which the
Board adopts the resolution taking such prior action.
 
            SECTION 9.3 MEANS OF GIVING NOTICE.
 
            (a) Notice to Directors. Whenever under applicable law, the
Certificate of Incorporation or these By-Laws notice is required to be given to
any director, such notice shall be given either (i) in writing and sent by hand
delivery, through the United States mail, or by a nationally recognized
overnight delivery service for next day delivery, (ii) by means of facsimile
 
                                       25
 
<PAGE>
 
telecommunication or other form of electronic transmission, or (iii) by oral
notice given personally or by telephone. A notice to a director will be deemed
given as follows: (i) if given by hand delivery, orally, or by telephone, when
actually received by the director, (ii) if sent through the United States mail,
when deposited in the United States mail, with postage and fees thereon prepaid,
addressed to the director at the director's address appearing on the records of
the Corporation, (iii) if sent for next day delivery by a nationally recognized
overnight delivery service, when deposited with such service, with fees thereon
prepaid, addressed to the director at the director's address appearing on the
records of the Corporation, (iv) if sent by facsimile telecommunication, when
sent to the facsimile transmission number for such director appearing on the
records of the Corporation, (v) if sent by electronic mail, when sent to the
electronic mail address for such director appearing on the records of the
Corporation, or (vi) if sent by any other form of electronic transmission, when
sent to the address, location or number (as applicable) for such director
appearing on the records of the Corporation.
 
            (b) Notice to Stockholders. Whenever under applicable law, the
Certificate of Incorporation or these By-Laws notice is required to be given to
any stockholder, such notice may be given (i) in writing and sent either by hand
delivery, through the United States mail, or by a nationally recognized
overnight delivery service for next day delivery, or (ii) by means of a form of
electronic transmission consented to by the stockholder, to the extent permitted
by, and subject to the conditions set forth in Section 232 of the DGCL. A notice
to a stockholder shall be deemed given as follows: (i) if given by hand
delivery, when actually received by the stockholder, (ii) if sent through the
United States mail, when deposited in the United States mail, with postage and
fees thereon prepaid, addressed to the stockholder at the stockholder's address
appearing on the stock ledger of the Corporation, (iii) if sent for next day
delivery by a nationally recognized overnight delivery service, when deposited
with such service, with fees thereon prepaid, addressed to the stockholder at
the stockholder's address appearing on the stock ledger of the Corporation, and
(iv) if given by a form of electronic transmission consented to by the
stockholder to whom the notice is given and otherwise meeting the requirements
set forth above, (A) if by facsimile transmission, when directed to a number at
which the stockholder has consented to receive notice, (B) if by electronic
mail, when directed to an electronic mail address at which the stockholder has
consented to receive notice, (C) if by a posting on an electronic network
together with separate notice to the stockholder of such specified posting, upon
the later of (1) such posting and (2) the giving of such separate notice, and
(D) if by any other form of electronic transmission, when directed to the
stockholder. A stockholder may revoke such stockholder's consent to receiving
notice by means of electronic communication by giving written notice of such
revocation 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 or to the
Corporation's 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.
 
            (c) Electronic Transmission. "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, including but not limited to
transmission by telex, facsimile telecommunication, electronic mail, telegram
and cablegram.
 
                                       26
 
<PAGE>
 
            SECTION 9.4 WAIVER OF NOTICE. Whenever any notice is required to be
given under applicable law, the Certificate of Incorporation, or these By-Laws,
a written waiver of such notice, signed before or after the date of such meeting
by the person or persons entitled to said notice, or a waiver by electronic
transmission by the person entitled to said notice, shall be deemed equivalent
to such required notice. All such waivers shall be kept with the books of the
Corporation. Attendance at a meeting shall constitute a waiver of notice of such
meeting, except where a person attends for the express purpose of objecting to
the transaction of any business on the ground that the meeting was not lawfully
called or convened.
 
            SECTION 9.5 MEETING ATTENDANCE VIA REMOTE COMMUNICATION EQUIPMENT.
 
            (a) Stockholder Meetings. If authorized by the Board in its sole
discretion, and subject to such guidelines and procedures as the Board may
adopt, stockholders and proxyholders not physically present at a meeting of
stockholders may, by means of remote communication:
 
                  (i) participate in a meeting of stockholders; and
 
                  (ii) 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 (A) 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, (B) 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 (C) if any stockholder or proxyholder votes or
      takes other action at the meeting by means of remote communication, a
      record of such votes or other action shall be maintained by the
      Corporation.
 
            (b) Board Meetings. Unless otherwise restricted by applicable law,
the Certificate of Incorporation, or these By-Laws, members of the Board or any
committee thereof may participate in a meeting of the Board or any committee
thereof by means of conference telephone or other communications equipment by
means of which all persons participating in the meeting can hear each other.
Such participation in a meeting shall constitute presence in person at the
meeting, except where a person participates in the meeting for the express
purpose of objecting to the transaction of any business on the ground that the
meeting was not lawfully called or convened.
 
            SECTION 9.6 DIVIDENDS. The Board may from time to time declare, and
the Corporation may pay, dividends (payable in cash, property or shares of the
Corporation's capital stock) on the Corporation's outstanding shares of capital
stock, subject to applicable law and the Certificate of Incorporation.
 
                                       27
 
<PAGE>
 
            SECTION 9.7 RESERVES. The Board may set apart out of the funds of
the Corporation available for dividends a reserve or reserves for any proper
purpose and may abolish any such reserve.
 
            SECTION 9.8 CONTRACTS AND NEGOTIABLE INSTRUMENTS. Except as
otherwise provided by applicable law, the Certificate of Incorporation or these
By-Laws, any contract, bond, deed, lease, mortgage or other instrument may be
executed and delivered in the name and on behalf of the Corporation by such
officer or officers or other employee or employees of the Corporation as the
Board may from time to time authorize. Such authority may be general or confined
to specific instances as the Board may determine. The Chairman of the Board, the
Chief Executive Officer, the President or any Vice President may execute and
deliver any contract, bond, deed, lease, mortgage or other instrument in the
name and on behalf of the Corporation. Subject to any restrictions imposed by
the Board, the Chairman of the Board. Chief Executive Officer, President or any
Vice President may delegate powers to execute and deliver any contract, bond,
deed, lease, mortgage or other instrument in the name and on behalf of the
Corporation to other officers or employees of the Corporation under such
person's supervision and authority, it being understood, however, that any such
delegation of power shall not relieve such officer of responsibility with
respect to the exercise of such delegated power.
 
            SECTION 9.9 FISCAL YEAR. The fiscal year of the Corporation shall be
fixed by the Board.
 
            SECTION 9.10 SEAL. The seal of the Corporation shall be in such form
as shall from time to time be adopted by the Board. The seal may be used by
causing it or a facsimile thereof to be impressed, affixed or otherwise
reproduced.
 
            SECTION 9.11 BOOKS AND RECORDS. The books and records of the
Corporation may be kept within or outside the State of Delaware at such place or
places as may from time to time be designated by the Board.
 
            SECTION 9.12 RESIGNATION. Any director, committee member or officer
may resign by giving notice thereof in writing or by electronic transmission to
the Chairman of the Board, the Chief Executive Officer, the President or the
Secretary. The resignation shall take effect at the time specified therein, or
at the time of receipt of such notice if no time is specified or the specified
time is earlier than the time of such receipt. Unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.
 
            SECTION 9.13 SURETY BONDS. Such officers, employees and agents of
the Corporation (if any) as the Chairman of the Board, Chief Executive Officer,
President or the Board may direct, from time to time, shall be bonded for the
faithful performance of their duties and for the restoration to the Corporation,
in case of their death, resignation, retirement, disqualification or removal
from office, of all books, papers, vouchers, money and other property of
whatever kind in their possession or under their control belonging to the
Corporation, in such amounts and by such surety companies as the Chairman of the
Board, Chief Executive Officer, President or the Board may determine. The
premiums on such bonds shall be paid by the Corporation and the bonds so
furnished shall be in the custody of the Secretary.
 
                                       28
 
<PAGE>
 
            SECTION 9.14 SECURITIES OF OTHER CORPORATIONS. Powers of attorney,
proxies, waivers of notice of meeting, consents in writing and other instruments
relating to securities owned by the Corporation may be executed in the name of
and on behalf of the Corporation by the Chairman of the Board, Chief Executive
Officer, President or any Vice President. Any such officer, may, in the name of
and on behalf of the Corporation, take all such action as any such officer may
deem advisable to vote in person or by proxy at any meeting of security holders
of any corporation in which the Corporation may own securities, or to consent in
writing, in the name of the Corporation as such holder, to any action by such
corporation, and at any such meeting or with respect to any such consent shall
possess and may exercise any and all rights and power incident to the ownership
of such securities and which, as the owner thereof, the Corporation might have
exercised and possessed. The Board may from time to time confer like powers upon
any other person or persons.
 
            SECTION 9.15 AMENDMENTS. The Board shall have the power to adopt,
amend, alter or repeal the By-Laws. Except as provided in the Certificate of
Incorporation, the affirmative vote of a majority of the Whole Board shall be
required to adopt, amend, alter or repeal the Bylaws. The By-Laws also may be
adopted, amended, altered or repealed by the stockholders.
 
 
 
 
                                       
 
The name of the corporation is COMSYS IT Partners, Inc. (the "CORPORATION").

 

 

 

 

FIRST AMENDMENT TO

THE AMENDED AND RESTATED BY-LAWS OF

COMSYS IT PARTNERS, INC.

 

This First Amendment to the Amended and Restated By-Laws, adopted as of September 30, 2004 (the “By-Laws”), of COMSYS IT Partners, Inc., a Delaware corporation, hereby amends the By-Laws in the following respects:

 

1. The first and second sentences of Section 5.1 of Article V are hereby deleted and replaced in their entirety with the following language:

 

“The Board may designate one or more committees, and one or more subcommittees thereof, each committee to consist of one or more of the directors. During the Special Voting Period, (a) Group B Directors shall constitute a majority of the Compensation Committee and such committee shall have at least one Group A Director, provided, however, that the requirement to have at least one Group A Director shall not apply to any subcommittee of the Compensation Committee, and (b) the Audit Committee shall have at least one Group A Director.”

 

Dated: April 28, 2005

 

 

 

 

COMSYS IT PARTNERS, INC.

 

 

By:

 

/s/ MICHAEL T. WILLIS


 

 

 

Michael T. Willis

 

 

Chairman of the Board, Chief Executive

Officer and President