AMENDED AND RESTATED BYLAWS
 
                                       OF
 
                             GENESIS MICROCHIP INC.
                            (a Delaware corporation)
 
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                                TABLE OF CONTENTS
 
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ARTICLE I CORPORATE OFFICES........................................................................................   1
 
         1.1      REGISTERED OFFICE................................................................................   1
         1.2      OTHER OFFICES....................................................................................   1
 
ARTICLE II MEETINGS OF STOCKHOLDERS................................................................................   1
 
         2.1      PLACE OF MEETINGS................................................................................   1
         2.2      ANNUAL MEETING...................................................................................   1
         2.3      SPECIAL MEETING..................................................................................   1
         2.4      NOTICE OF STOCKHOLDERS' MEETINGS.................................................................   2
         2.5      MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE.....................................................   2
         2.6      QUORUM...........................................................................................   2
         2.7      ADJOURNED MEETING; NOTICE........................................................................   3
         2.8      VOTING...........................................................................................   3
         2.9      VALIDATION OF MEETINGS; WAIVER OF NOTICE; CONSENT................................................   3
         2.10     STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING..........................................   4
         2.11     RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS......................................   4
         2.12     PROXIES..........................................................................................   5
         2.13     INSPECTORS OF ELECTION...........................................................................   5
         2.14     ADVANCE NOTICE OF STOCKHOLDER BUSINESS...........................................................   6
         2.15     ADVANCE NOTICE OF DIRECTOR NOMINATIONS...........................................................   7
 
ARTICLE III DIRECTORS..............................................................................................   8
 
         3.1      POWERS...........................................................................................   8
         3.2      NUMBER AND TERM OF OFFICE........................................................................   8
         3.3      RESIGNATION AND VACANCIES........................................................................   8
         3.4      REMOVAL..........................................................................................   9
         3.5      PLACE OF MEETINGS; MEETINGS BY TELEPHONE.........................................................   9
         3.6      REGULAR MEETINGS.................................................................................   9
         3.7      SPECIAL MEETINGS; NOTICE.........................................................................   9
         3.8      QUORUM...........................................................................................  10
         3.9      WAIVER OF NOTICE.................................................................................  10
         3.10     ADJOURNMENT......................................................................................  10
         3.11     NOTICE OF ADJOURNMENT............................................................................  10
         3.12     BOARD ACTION BY UNANIMOUS WRITTEN CONSENT WITHOUT A MEETING......................................  11
         3.13     FEES AND COMPENSATION OF DIRECTORS...............................................................  11
         3.14     INTERESTED DIRECTORS.............................................................................  11
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                               TABLE OF CONTENTS
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ARTICLE IV COMMITTEES..............................................................................................  12
 
         4.1      COMMITTEES OF DIRECTORS..........................................................................  12
         4.2      MEETINGS AND ACTION OF COMMITTEES................................................................  12
 
ARTICLE V OFFICERS.................................................................................................  13
 
         5.1      OFFICERS.........................................................................................  13
         5.2      ELECTION OF OFFICERS.............................................................................  13
         5.3      SUBORDINATE OFFICERS.............................................................................  13
         5.4      REMOVAL AND RESIGNATION OF OFFICERS..............................................................  13
         5.5      VACANCIES IN OFFICES.............................................................................  13
         5.6      POWERS AND DUTIES OF EXECUTIVE OFFICERS..........................................................  14
 
ARTICLE VI INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS.....................................  14
 
         6.1      POWER TO INDEMNIFY IN ACTIONS, SUITS OR PROCEEDINGS OTHER THAN THOSE BY OR IN THE RIGHT
                  OF THE CORPORATION...............................................................................  14
         6.2      POWER TO INDEMNIFY IN ACTIONS, SUITS OR PROCEEDINGS BY OR IN THE RIGHT OF THE CORPORATION........  14
         6.3      AUTHORIZATION OF INDEMNIFICATION.................................................................  15
         6.4      GOOD FAITH DEFINED...............................................................................  15
         6.5      INDEMNIFICATION BY A COURT.......................................................................  16
         6.6      EXPENSES PAYABLE IN ADVANCE......................................................................  16
         6.7      NONEXCLUSIVITY OF INDEMNIFICATION AND ADVANCEMENT OF EXPENSES....................................  16
         6.8      INSURANCE........................................................................................  17
         6.9      CERTAIN DEFINITIONS..............................................................................  17
         6.10     SURVIVAL OF INDEMNIFICATION AND ADVANCEMENT OF EXPENSES..........................................  17
         6.11     LIMITATION ON INDEMNIFICATION....................................................................  17
         6.12     INDEMNIFICATION OF EMPLOYEES AND AGENTS..........................................................  18
 
ARTICLE VII RECORDS AND REPORTS....................................................................................  18
 
         7.1      MAINTENANCE AND INSPECTION OF RECORDS............................................................  18
         7.2      INSPECTION BY DIRECTORS..........................................................................  18
         7.3      ANNUAL STATEMENT TO STOCKHOLDERS.................................................................  19
         7.4      REPRESENTATION OF SHARES OF OTHER CORPORATIONS...................................................  19
 
ARTICLE VIII GENERAL MATTERS.......................................................................................  19
 
         8.1      RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING............................................  19
         8.2      CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS........................................................  19
         8.3      CORPORATE CONTRACTS AND INSTRUMENTS: HOW EXECUTED................................................  20
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         8.4      STOCK CERTIFICATES; PARTLY PAID SHARES...........................................................   20
         8.5      SPECIAL DESIGNATION ON CERTIFICATES..............................................................   20
         8.6      LOST CERTIFICATES................................................................................   21
         8.7      CONSTRUCTION; DEFINITIONS........................................................................   21
 
ARTICLE IX AMENDMENTS..............................................................................................   21
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                                      -iii-
 
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                           AMENDED AND RESTATED BYLAWS
 
                                       OF
 
                             GENESIS MICROCHIP INC.
                            (a Delaware corporation)
 
 
 
                                    ARTICLE I
 
                                CORPORATE OFFICES
 
     1.1   REGISTERED OFFICE
 
     The registered office of the corporation shall be fixed in the Certificate
of Incorporation of the corporation.
 
     1.2   OTHER OFFICES
 
     The board of directors may at any time establish branch or subordinate
offices at any place or places where the corporation is qualified to do
business.
 
                                   ARTICLE II
 
                            MEETINGS OF STOCKHOLDERS
 
     2.1   PLACE OF MEETINGS
 
     Meetings of stockholders shall be held at any place within or outside the
State of Delaware designated from time to time by the board of directors. In the
absence of any such designation, stockholders' meetings shall be held at the
registered office of the corporation.
 
     2.2   ANNUAL MEETING
 
     The annual meeting of stockholders shall be held each year on a date and at
a time designated from time to time by the board of directors. At the meeting,
directors shall be elected, and any other proper business may be transacted.
 
     2.3   SPECIAL MEETING
 
     A special meeting of the stockholders may be called at any time by the
board of directors, by the chairman of the board, by the chief executive
officer, or by the president, but such special meetings may not be called by any
other person or persons. No business may be transacted at such
 
<PAGE>
 
special meeting otherwise than specified in the notice of such special meeting
delivered to stockholders (or any supplement thereto).
 
     2.4   NOTICE OF STOCKHOLDERS' MEETINGS
 
     All notices of meetings of stockholders shall be sent or otherwise given in
accordance with Section 2.5 of these bylaws not less than ten (10) nor more than
sixty (60) days before the date of the meeting. The notice shall specify the
place, date, and hour of the meeting and (i) in the case of a special meeting,
the general nature of the business to be transacted (no business other than that
specified in the notice (or in any supplement thereto) may be transacted) or
(ii) in the case of the annual meeting, those matters which the board of
directors, at the time of giving the notice, intends to present for action by
the stockholders (but any proper matter may be presented at the meeting for such
action). The notice of any meeting at which directors are to be elected shall
include the name of any nominee or nominees who, at the time of the notice, the
board intends to present for election.
 
     2.5   MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE
 
     Written notice of any meeting of stockholders shall be given by first-class
mail or by facsimile, telegraphic or other written communication or in such
other manner as permitted by law. Notices shall be sent charges prepaid and
shall be addressed to the stockholder at the address of that stockholder
appearing on the books of the corporation or given by the stockholder to the
corporation for the purpose of notice. Notice shall be deemed to have been given
at the time when delivered personally or deposited in the mail or sent by
telegram or other means of written communication.
 
     If any notice addressed to a stockholder at the address of that stockholder
appearing on the books of the corporation is returned to the corporation by the
United States Postal Service marked to indicate that the United States Postal
Service is unable to deliver the notice to the stockholder at that address, then
all future notices or reports shall be deemed to have been duly given without
further mailing if the same shall be available to the stockholder on written
demand of the stockholder at the principal executive office of the corporation
for a period of one (1) year from the date of the giving of the notice.
 
     An affidavit of the mailing or other means of giving any notice (or
supplement thereto) of any stockholders' meeting, executed by the secretary,
assistant secretary or any transfer agent of the corporation giving the notice,
shall be prima facie evidence of the giving of such notice (or supplement
thereto).
 
     2.6   QUORUM
 
     The presence in person or by proxy of the holders of a majority of the
shares entitled to vote thereat constitutes a quorum for the transaction of
business at all meetings of stockholders. The stockholders present at a duly
called or held meeting at which a quorum is present may continue to do business
for which such meeting is called until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum.
 
                                       -2-
 
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     2.7   ADJOURNED MEETING; NOTICE
 
     Any stockholders' meeting, annual or special, whether or not a quorum is
present, may be adjourned from time to time by the vote of the majority of the
shares represented at that meeting, either in person or by proxy, or by the
chairman of the meeting. In the absence of a quorum, no other business may be
transacted at that meeting except as has been transacted while a quorum was
present, if any, as provided in Section 2.6 of these bylaws.
 
     When any meeting of stockholders, either annual or special, is adjourned to
another time or place, notice need not be given of the adjourned meeting if the
time and place are announced at the meeting at which the adjournment is taken.
However, if a new record date for the adjourned meeting is fixed or if the
adjournment is for more than thirty (30) days from the date set for the original
meeting, then notice of the adjourned meeting shall be given. Notice of any such
adjourned meeting shall be given to each stockholder of record entitled to vote
at the adjourned meeting in accordance with the provisions of Sections 2.4 and
2.5 of these bylaws. At any adjourned meeting the corporation may transact any
business which might have been transacted at the original meeting.
 
     2.8   VOTING
 
     The stockholders entitled to vote at any meeting of stockholders shall be
determined in accordance with the provisions of Section 2.11 of these bylaws,
subject to the provisions of Sections 217 and 218 of the General Corporation Law
of Delaware (relating to voting rights of fiduciaries, pledgors and joint
owners, and to voting trusts and other voting agreements).
 
     Except as may be otherwise provided in the Certificate of Incorporation,
each outstanding share, regardless of class, shall be entitled to one vote on
each matter submitted to a vote of the stockholders.
 
     If a quorum is present, in all matters other than the election of
directors, the affirmative vote of the majority of the shares represented and
voting at a duly held meeting (which shares voting affirmatively also constitute
at least a majority of the required quorum) shall be the act of the
stockholders, unless the vote of a greater number or a vote by classes is
required by law, by the Certificate of Incorporation or by these bylaws.
Directors shall be elected by a plurality of the votes of the shares present in
person or represented at the meeting and entitled to vote in the election of
directors. The board of directors, in its discretion, or the officer of the
corporation presiding at a meeting of stockholders, in such officer's
discretion, may require that any votes cast at such meeting shall be cast by
written ballot.
 
     2.9   VALIDATION OF MEETINGS; WAIVER OF NOTICE; CONSENT
 
     The transactions of any meeting of stockholders, either annual or special,
however called and noticed, and wherever held, shall be as valid as though they
had been taken at a meeting duly held after regular call and notice, if a quorum
be present either in person or by proxy, and if, either before or after the
meeting, each person entitled to vote, who was not present in person or by
proxy, signs a written waiver of notice or a consent to the holding of the
meeting or an approval of the minutes
 
                                       -3-
 
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thereof. The waiver of notice or consent or approval need not specify either the
business to be transacted or the purpose of any annual or special meeting of
stockholders. All such waivers, consents, and approvals shall be filed with the
corporate records or made a part of the minutes of the meeting.
 
     Attendance by a person at a meeting shall also constitute a waiver of
notice of and presence at that meeting, except when the person objects at the
beginning of the meeting to the transaction of any business because the meeting
is not lawfully called or convened. Attendance at a meeting is not a waiver of
any right to object to the consideration of matters required by law to be
included in the notice of the meeting but not so included, if that objection is
expressly made at the meeting.
 
     2.10  STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING
 
     Subject to the rights of the holders of the shares of any series of
Preferred Stock or any other class of stock or series thereof having a
preference over the Common Stock as dividend or upon liquidation, any action
required or permitted to be taken by the stockholders of the corporation (if the
corporation has more than one stockholder at such time) must be effected at a
duly called annual or special meeting of stockholders of the corporation and may
not be effected by any consent in writing by such stockholders.
 
     2.11  RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS
 
     For purposes of determining the stockholders entitled to notice of any
meeting or to vote thereat or entitled to give consent to corporate action
without a meeting, the board of directors may fix, in advance, a record date,
which shall not be more than sixty (60) days nor less than ten (10) days before
the date of any such meeting nor more than sixty (60) days before any such
action without a meeting, and in such event only stockholders of record on the
date so fixed are entitled to notice and to vote or to give consents, as the
case may be, notwithstanding any transfer of any shares on the books of the
corporation after the record date.
 
     If the board of directors does not so fix a record date:
 
           (a)  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; and
 
           (b)  the record date for determining stockholders entitled to give
consent to corporate action in writing without a meeting, (i) when no prior
action by the board has been taken, shall be the day on which the first written
consent is given as required by Section 2.10, or (ii) when prior action by the
board has been taken, shall be at the close of business on the day on which the
board adopts the resolution relating to that action.
 
                                       -4-
 
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     A determination of stockholders of record entitled to notice of or to vote
at a meeting of stockholders shall apply to any adjournment of the meeting;
providing, however, that the board of directors may fix a new record date for
the adjourned meeting. The record date for any other purpose shall be as
provided in Article VIII of these bylaws.
 
     2.12  PROXIES
 
     Every person entitled to vote for directors, or on any other matter, shall
have the right to do so either in person or by one or more agents authorized by
a written proxy signed by the person and filed with the secretary of the
corporation, but no such proxy shall be voted or acted upon after three (3)
years from its date, unless the proxy provides for a longer period. A proxy
shall be deemed signed if the stockholder's name is placed on the proxy (whether
by manual signature, typewriting, telegraphic transmission or otherwise) by the
stockholder or the stockholder's attorney-in-fact. The revocability of a proxy
that states on its face that it is irrevocable shall be governed by the
provisions of Section 212(e) of the General Corporation Law of Delaware.
 
     2.13  INSPECTORS OF ELECTION
 
     The board of directors of the corporation may adopt by resolution such
rules and regulations for the conduct of the meeting of the stockholders as it
shall deem appropriate. Except to the extent inconsistent with such rules and
regulations as adopted by the board of directors, the chairman of any meeting of
the stockholders shall have the right and authority to prescribe such rules,
regulations and procedures and to do all such acts as, in the judgment of such
chairman, are appropriate for the proper conduct of the meeting. Such rules,
regulations or procedures, whether adopted by the board of directors or
prescribed by the chairman of the meeting, and such acts may include, without
limitation, the following: (i) the establishment of an agenda or order of
business for the meeting; (ii) the determination of when the polls shall open
and close for any given matter to be voted on at the meeting; (iii) rules and
procedures for maintaining order at the meeting and the safety of those present;
(iv) limitations on attendance at or participation in the meeting to
stockholders of record of the corporation, their duly authorized and constituted
proxies or such other persons as the chairman of the meeting shall determine;
(v) restrictions on entry to the meeting after the time fixed for the
commencement thereof; (vi) limitations on the time allotted to questions or
comments by participants; (vii) determination of the number of shares
outstanding and the voting power of each, the number of shares represented at
the meeting, the existence of a quorum, and the authenticity, validity, and
effect of proxies; (viii) counting and tabulation of all votes or consents; (ix)
hearing and determining all challenges and questions in any way arising in
connection with the right to vote; (x) any other acts that may be proper to
conduct the election or vote with fairness to all stockholders and (xi) the
appointment of an inspector or inspectors of election to act at the meeting or
its adjournment in respect of one or more of the foregoing matters. The board of
directors or chairman may hear and determine all challenges and questions in any
way arising in connection with the right to vote.
 
                                       -5-
 
<PAGE>
 
     2.14 ADVANCE NOTICE OF STOCKHOLDER BUSINESS
 
     To be properly brought before an annual meeting, any business must be (a)
specified in the notice of meeting (or any supplement thereto) given by or at
the direction of the board of directors, (b) otherwise properly brought before
the meeting by or at the direction of the board of directors, or (c) otherwise
properly brought before the meeting by a stockholder (i) who is a stockholder of
record on the date of the giving of the notice provided for in this Section 2.14
and on the record date for the determination of stockholders entitled to vote at
such annual meeting and (ii) who complies with the notice procedures set forth
in this Section 2.14. For such business to be considered properly brought before
the meeting by a stockholder such stockholder must, in addition to any other
applicable requirements, have given timely notice and in proper form of such
stockholder's intent to bring such business before such meeting. To be timely,
such stockholder's notice must be delivered to or mailed and received by the
secretary of the corporation at the principal executive offices of the
corporation not less than ninety (90) days prior to the anniversary date of the
immediately preceding annual meeting; provided, however, that in the event the
annual meeting is called for a date that is not within thirty (30) days before
or after such anniversary date, notice by the stockholder to be timely must be
so received not later than the close of business on the tenth (10/th/) day
following the day on which such notice of the date of the meeting was mailed or
such public disclosure made, whichever occurs first; and provided, further, that
with respect to the 2002 annual meeting of stockholders, notice by the
stockholder to be timely must be so received by not later than July 5, 2002. To
be in proper form, a stockholder's notice to the secretary shall set forth:
 
         (a) the name and record address of the stockholder who intends to
propose the business and the class or series and number of shares of capital
stock of the corporation which are owned beneficially or of record by such
stockholder;
 
         (b) a representation that the stockholder is a holder of record of
stock of the corporation entitled to vote at such meeting and intends to appear
in person or by proxy at the meeting introduce the business specified in the
notice;
 
         (c) a brief description of the business desired to be brought before
the annual meeting and the reasons for conducting such business at the annual
meeting; and;
 
         (d) any material interest of the stockholder in such business.
 
      No business shall be conducted at the annual meeting of stockholders
except business brought before the annual meeting in accordance with the
procedures set forth in this Section; provided, however, that, once business has
been properly brought before the annual meeting in accordance with such
procedures, nothing in this Section 2.14 shall be deemed to preclude discussion
by any stockholder of any such business. The chairman of the meeting may refuse
to acknowledge the proposal of any business not made in compliance with the
foregoing procedure.
 
                                       -6-
 
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     2.15 ADVANCE NOTICE OF DIRECTOR NOMINATIONS
 
     Only persons who are nominated in accordance with the following procedures
shall be eligible for election as directors of the corporation, except as may be
otherwise provided in the Certificate of Incorporation with respect to the right
of holders of preferred stock of the corporation to nominate and elect a
specified number of directors in certain circumstances. To be properly brought
before an annual meeting, meeting of stockholders, or any special meeting of
stockholders called for the purpose of electing directors, nominations for the
election of director must be (a) specified in the notice of meeting (or any
supplement thereto), (b) made by or at the direction of the board of directors
(or any duly authorized committee thereof) or (c) made by any stockholder of the
corporation (i) who is a stockholder of record on the date of the giving of the
notice provided for in this Section 2.15 and on the record date for the
determination of stockholders entitled to vote at such meeting and (ii) who
complies with the notice procedures set forth in this Section 2.15.
 
     In addition to any other applicable requirements, for a nomination to be
made by a stockholder, such stockholder must have given timely notice thereof in
proper written form to the secretary of the corporation. To be timely, a
stockholder's notice to the secretary must be delivered to or mailed and
received at the principal executive offices of the corporation (a) in the case
of an annual meeting, not less than ninety (90) days prior to 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 thirty (30) days before or after such anniversary date, notice by the
stockholder in order to be timely must be so received not later than the close
of business on the tenth (10/th/) day following the day on which such notice of
the date of the annual meeting was mailed or such public disclosure of the date
of the annual meeting was made, whichever first occurs; and (b) in the case of a
special meeting of stockholders called for the purpose of electing directors,
not later than the close of business on the tenth (10th) day following the day
on which notice of the date of the special meeting was mailed or public
disclosure of the date of the special meeting was made, whichever first occurs;
and provided, further, that with respect to the 2002 annual meeting of
stockholders, notice by the stockholder to be timely must be so received by not
later than July 5, 2002.
 
     To be in proper written form, a stockholder's notice to the secretary must
set forth:
 
         (a) as to each person whom the stockholder proposes to nominate for
election as a director (i) the name, age, business address and residence address
of the person, (ii) the principal occupation or employment of the person, (iii)
the class or series and number of shares of capital stock of the corporation
which are owned beneficially or of record by the person and (iv) any other
information relating to the person that would be required to be disclosed in a
proxy statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to Section 14 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
and regulations promulgated thereunder; and
 
         (b) as to the stockholder giving the notice (i) the name and record
address of such stockholder, (ii) the class or series and number of shares of
capital stock of the corporation which are owned beneficially or of record by
such stockholder, (iii) a description of all arrangements or
 
                                       -7-
 
<PAGE>
 
understandings between such stockholder and each proposed nominee and any other
person or persons (including their names) pursuant to which the nomination(s)
are to be made by such stockholder, (iv) a representation that such stockholder
intends to appear in person or by proxy at the meeting to nominate the persons
named in its notice and (v) any other information relating to such stockholder
that would be required to be disclosed in a proxy statement or other filings
required to be made in connection with solicitations of proxies for election of
directors pursuant to Section 14 of the Exchange Act and the rules and
regulations promulgated thereunder. Such notice must be accompanied by a written
consent of each proposed nominee to being named as a nominee and to serve as a
director if elected.
 
     No person shall be eligible for election as a director of the corporation
unless nominated in accordance with the procedures set forth in this Section
2.15. If the chairman of the meeting determines that a nomination was not made
in accordance with the foregoing procedures, the chairman shall declare to the
meeting that the nomination was defective and such defective nomination shall be
disregarded.
 
                                   ARTICLE III
 
                                    DIRECTORS
 
     3.1 POWERS
 
     Subject to the provisions of the General Corporation Law of Delaware and to
any limitations in the Certificate of Incorporation or these bylaws relating to
action required to be approved by the stockholders or by the outstanding shares,
the business and affairs of the corporation shall be managed and all corporate
powers shall be exercised by or under the direction of the board of directors.
 
     3.2 NUMBER AND TERM OF OFFICE
 
     The authorized number of directors shall be established from time to time
by resolution of the board of directors or by amendment of this Section 3.2,
duly adopted by the board of directors.
 
     No reduction of the authorized number of directors shall have the effect of
removing any director before that director's term of office expires.
 
     3.3 RESIGNATION AND VACANCIES
 
     Any director may resign effective on giving written notice to the chairman
of the board, the president, the secretary or the board of directors, unless the
notice specifies a later time for that resignation to become effective. If the
resignation of a director is effective at a future time, the board of directors
(including such director whose resignation is to be effective at a later time)
may elect a successor to take office when the resignation becomes effective.
 
                                       -8-
 
<PAGE>
 
     Unless otherwise required by law or the Certificate of Incorporation,
vacancies arising through death, resignation, disqualification, removal, an
increase in the number of directors or otherwise may be filled only by a
majority of the directors then in office, though less than a quorum, or by a
sole remaining director, and not by the stockholders. Any director elected in
accordance with the preceding sentence shall hold office for the remainder of
the full term of the class of directors in which the new directorship was
created or the vacancy occurred and until such director's successor shall have
been elected and qualified, or until such director's earlier death, resignation
or removal. No decrease in the number of directors constituting the board of
directors shall shorten the term of any incumbent director.
 
     3.4 REMOVAL
 
     Any director may be removed from office at any time only with cause by the
affirmative vote of the holders of at least a majority of the then outstanding
shares of the capital stock of the corporation entitled to vote at an election
of directors.
 
     3.5 PLACE OF MEETINGS; MEETINGS BY TLEPHONE
 
     Regular meetings of the board of directors may be held at any place within
or outside the State of Delaware that has been designated from time to time by
resolution of the board of directors. In the absence of such a designation,
regular meetings shall be held at the principal executive office of the
corporation. Special meetings of the board may be held at any place within or
outside the State of Delaware that has been designated in the notice of the
meeting or, if not stated in the notice or if there is no notice, at the
principal executive office of the corporation.
 
     Any meeting, regular or special, may be held by conference telephone or
similar communication equipment, so long as all directors participating in the
meeting can hear one another; and all such directors shall be deemed to be
present in person at the meeting.
 
     3.6 REGULAR MEETINGS
 
     Regular meetings of the board of directors may be held without notice if
the times of such meetings are fixed by the board of directors.
 
     3.7 SPECIAL MEETINGS; NOTICE
 
     Special meetings of the board of directors for any purpose or purposes may
be called at any time by the chairman of the board, the president, or any two
directors.
 
     Notice of the time and place of special meetings shall be delivered
personally or by telephone to each director or sent by first-class mail,
facsimile or telegram, charges prepaid, addressed to each director at that
director's address as it is shown on the records of the corporation. If the
notice is mailed, it shall be deposited in the United States mail at least four
(4) days before the time of the holding of the meeting. If the notice is
delivered personally or by telephone or by facsimile, it shall be delivered
personally or by telephone or by facsimile machine at least forty-eight (48)
hours before
 
                                       -9-
 
<PAGE>
 
the time of the holding of the meeting or on such shorter notice as the person
or persons calling such meeting may deem necessary or appropriate in the
circumstances. Any oral notice given personally or by telephone may be
communicated either to the director or to a person at the office of the director
who the person giving the notice has reason to believe will promptly communicate
it to the director. An affidavit of the secretary or an assistant secretary of
the corporation that the notice has been given by a form of electronic
transmission shall, in the absence of fraud, be prima facie evidence of the
facts stated therein.
 
     3.8 QUORUM
 
     Except as otherwise required by law, a majority of the authorized number of
directors shall constitute a quorum for the transaction of business, except to
adjourn as provided in Section 3.10 of these bylaws. Every act or decision done
or made by a majority of the directors present at a duly held meeting at which a
quorum is present shall be regarded as the act of the board of directors,
subject to the provisions of the Certificate of Incorporation and applicable
law.
 
     A meeting at which a quorum is initially present may continue to transact
business notwithstanding the withdrawal of directors, if any action taken is
approved by at least a majority of the required quorum for that meeting.
 
     3.9 WAIVER OF NOTICE
 
     Notice of a meeting need not be given to any director (i) who signs a
waiver of notice or a consent to holding the meeting or an approval of the
minutes thereof, whether before or after the meeting, or (ii) who attends the
meeting without protesting, prior thereto or at its commencement, the lack of
notice to such directors. All such waivers, consents, and approvals shall be
filed with the corporate records or made part of the minutes of the meeting. A
waiver of notice need not specify the purpose of any regular or special meeting
of the board of directors.
 
     3.10 ADJOURNMENT
 
     A majority of the directors present, whether or not constituting a quorum,
may adjourn any meeting to another time and place.
 
     3.11 NOTICE OF ADJOURNMENT
 
     Notice of the time and place of holding an adjourned meeting need not be
given unless the meeting is adjourned for more than twenty-four (24) hours. If
the meeting is adjourned for more than twenty-four (24) hours, then notice of
the time and place of the adjourned meeting shall be given before the adjourned
meeting takes place, in the manner specified in Section 3.7 of these bylaws, to
the directors who were not present at the time of the adjournment.
 
                                      -10-
 
<PAGE>
 
     3.12  BOARD ACTION BY UNANIMOUS WRITTEN CONSENT WITHOUT A MEETING
 
     Any action required or permitted to be taken by the board of directors may
be taken without a meeting, provided that all the members of the board
individually or collectively consent in writing to that action. Such action by
unanimous written consent shall have the same force and effect as a unanimous
vote of the board of directors. Such unanimous written consent and any
counterparts thereof shall be filed with the minutes of the proceedings of the
board.
 
     3.13  FEES AND COMPENSATION OF DIRECTORS
 
     Directors and members of committees may receive such compensation, if any,
for their services and such reimbursement of expenses as may be fixed or
determined by resolution of the board of directors. This Section 3.13 shall not
be construed to preclude any director from serving the corporation in any other
capacity as an officer, agent, employee or otherwise and receiving compensation
for those services.
 
     3.14  INTERESTED DIRECTORS AND OFFICERS
 
     No contract or transaction between the corporation and one or more of its
directors or officers, or between the corporation and any other corporation,
partnership, association, or other organization in which one or more of its
directors or officers are directors or officers or have a financial interest,
shall be void or voidable solely for this reason, or solely because the director
or officer is present at or participates in the meeting of the board of
directors or committee thereof which authorizes the contract or transaction, or
solely because the director or officer's vote is counted for such purpose if (i)
the material facts as to the director or officer's relationship or interest and
as to the contract or transaction are disclosed or are known to the board of
directors or the committee, and the board of directors or committee in good
faith authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though the disinterested directors
be less than a quorum; or (ii) the material facts as to the director or
officer's relationship or interest and as to the contract or transaction are
disclosed or are known to the stockholders entitled to vote thereon, and the
contract or transaction is specifically approved in good faith by vote of the
stockholders; or (iii) the contract or transaction is fair as to the corporation
as of the time it is authorized, approved or ratified by the board of directors,
a committee thereof or the stockholders. Common or interested directors may be
counted in determining the presence of a quorum at a meeting of the board of
directors or of a committee which authorizes the contract or transaction.
 
                                      -11-
 
<PAGE>
 
                                   ARTICLE IV
 
                                   COMMITTEES
 
     4.1  COMMITTEES OF DIRECTORS
 
     The board of directors may designate one (1) or more committees, each
consisting of one (1) or more directors, to serve at the pleasure of the board.
The board may designate one (1) or more directors as alternate members of any
committee, who may replace any absent member at any meeting of the committee. In
the absence or disqualification of a member of a committee, and in the absence
of a designation by the board of directors of an alternate member to replace the
absent or disqualified member, the member or members thereof present at any
meeting and not disqualified from voting, whether or not such member or members
constitute a quorum, may unanimously appoint another member of the board of
directors to act at the meeting in the place of any absent or disqualified
member. Any committee, to the extent permitted by law and provided in the
resolution establishing such committee, shall have and may exercise all the
powers and authority of the board of directors in the management of the business
and affairs of the corporation, and may authorize the seal of the corporation to
be affixed to all papers which may require it; provided, however, that no such
committee shall have the power or authority in reference to the following
matter: (i) approving or adopting, or recommending to the stockholders, any
action or matter expressly required by the General Corporation Law of Delaware
to be submitted to stockholders for approval or (ii) adopting, amending or
repealing any bylaw of the corporation. Each committee shall keep regular
minutes and report to the board of directors when required
 
     4.2  MEETINGS AND ACTION OF COMMITTEES
 
     Meetings and actions of committees shall be governed by, and held and taken
in accordance with, the provisions of Article III of these bylaws, Section 3.5
(place of meetings and meetings by telephone), Section 3.6 (regular meetings),
Section 3.7 (special meetings and notice), Section 3.8 (quorum), Section 3.9
(waiver of notice), Section 3.10 (adjournment), Section 3.11 (notice of
adjournment), and Section 3.12 (action without meeting), with such changes in
the context of those bylaws as are necessary to substitute the committee and its
members for the board of directors and its members; provided, however, that the
time of regular meetings of committees may be determined either by resolution of
the board of directors or by resolution of the committee, that special meetings
of committees may also be called by resolution of the board of directors, and
that notice of special meetings of committees shall also be given to all
alternate members, who shall have the right to attend all meetings of the
committee. The board of directors may adopt rules for the government of any
committee not inconsistent with the provisions of these bylaws.
 
                                      -12-
 
<PAGE>
 
                                    ARTICLE V
 
                                    OFFICERS
 
     5.1  OFFICERS
 
     The officers of the corporation shall be a chief executive officer, a
president, a chief financial officer, a treasurer and a secretary. The
corporation may also have, at the discretion of the board of directors, a
chairman of the board, a vice-chairman of the board, one or more vice
presidents, one or more assistant treasurers, additional assistant secretaries,
and such other officers as may be appointed in accordance with the provisions of
Section 5.3 of these bylaws. Any number of offices may be held by the same
person.
 
     5.2  ELECTION OF OFFICERS
 
     The officers of the corporation, except such officers as may be appointed
in accordance with the provisions of Section 5.3 of these bylaws, shall be
chosen by the board of directors, subject to the rights, if any, of an officer
under any contract of employment.
 
     5.3  SUBORDINATE OFFICERS
 
     The board of directors may appoint, or may empower the president to
appoint, such other officers as the business of the corporation may require,
each of whom shall hold office for such period, have such authority, and perform
such duties as are provided in these bylaws or as the board of directors may
from time to time determine.
 
     5.4  REMOVAL AND RESIGNATION OF OFFICERS
 
     Subject to the rights, if any, of an officer under any contract of
employment, any officer may be removed, either with or without cause, by the
board of directors at any regular or special meeting of the board or, except in
case of an officer chosen by the board of directors, by any officer upon whom
such power of removal may be conferred by the board of directors.
 
     Any officer may resign at any time by giving written notice to the
corporation. Any resignation shall take effect at the date of the receipt of
that notice or at any later time specified in that notice; and, unless otherwise
specified in that notice, the acceptance of the resignation shall not be
necessary to make it effective. Any resignation is without prejudice to the
rights, if any, of the corporation under any contract to which the officer is a
party.
 
     5.5  VACANCIES IN OFFICES
 
     A vacancy in any office because of death, resignation, removal,
disqualification or any other cause shall be filled in the manner prescribed in
these bylaws for regular appointments to that office.
 
                                      -13-
 
<PAGE>
 
     5.6  POWERS AND DUTIES OF EXECUTIVE OFFICERS
 
     The officers of the corporation shall have such powers and duties in the
management of the corporation as may be prescribed by the Board of Directors
and, to the extent not so provided, as generally pertain to their respective
offices, subject to the control of the Board of Directors. The Board of
Directors may require any officer, agent or employee to give security for the
faithful performance of his duties.
 
                                   ARTICLE VI
 
                          INDEMNIFICATION OF DIRECTORS,
 
                      OFFICERS, EMPLOYEES, AND OTHER AGENTS
 
     6.1  POWER TO INDEMNIFY IN ACTIONS, SUITS OR PROCEEDINGS OTHER
          THAN THOSE BY OR IN THE RIGHT OF THE CORPORATION
 
     Subject to Section 6.3 of this Article VI, the corporation shall indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that such person is or was a
director or officer of the corporation, or is or was a director or officer of
the corporation serving at the request of the corporation as a director or
officer, employee or agent of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe such person's conduct was unlawful. The termination
of any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which such
person reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that such person's conduct was unlawful.
 
     6.2  POWER TO INDEMNIFY IN ACTIONS, SUITS OR PROCEEDINGS BY
          OR IN THE RIGHT OF THE CORPORATION
 
     Subject to Section 6.3 of this Article VI, the corporation shall indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person is or was a director or officer of the corporation, or is or was a
director or officer of the corporation serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise
 
                                      -14-
 
<PAGE>
 
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection with the defense or settlement of such action or suit
if such person acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the corporation;
except that no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.
 
     6.3  AUTHORIZATION OF INDEMNIFICATION
 
     Any indemnification under this Article VI (unless ordered by a court) shall
be made by the corporation only as authorized in the specific case upon a
determination that indemnification of the director or officer is proper in the
circumstances because such person has met the applicable standard of conduct set
forth in Section 6.1 or Section 6.2 of this Article VI, as the case may be. Such
determination shall be made, with respect to a person who is a director or
officer at the time of such determination, (i) by a majority vote of the
directors who are not parties to such action, suit or proceeding, even though
less than a quorum, or (ii) by a committee of such directors designated by a
majority vote of such directors, even though less than a quorum, or (iii) if
there are no such directors, or if such directors so direct, by independent
legal counsel in a written opinion or (iv) by the stockholders (but only if a
majority of the directors who are not parties to such action, suit or
proceeding, if they constitute a quorum of the board of directors, presents the
issue of entitlement to indemnification to the stockholders for their
determination). Such determination shall be made, with respect to former
directors and officers, by any person or persons having the authority to act on
the matter on behalf of the corporation. To the extent, however, that a present
or former director or officer of the corporation has been successful on the
merits or otherwise in defense of any action, suit or proceeding described
above, or in defense of any claim, issue or matter therein, such person shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection therewith, without the necessity of
authorization in the specific case.
 
     6.4  GOOD FAITH DEFINED
 
     For purposes of any determination under Section 6.3 of this Article VI, a
person shall be deemed to have acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
corporation, or, with respect to any criminal action or proceeding, to have had
no reasonable cause to believe such person's conduct was unlawful, if such
person's action is based on the records or books of account of the corporation
or another enterprise, or on information supplied to such person by the officers
of the corporation or another enterprise in the course of their duties, or on
the advice of legal counsel for the corporation or another enterprise or on
information or records given or reports made to the corporation or another
enterprise by an independent certified public accountant or by an appraiser or
other expert selected with reasonable care by the corporation or another
enterprise. The term "another enterprise" as used in this Section 6.4 shall mean
any other corporation or any partnership, joint venture, trust, employee
 
                                      -15-
 
<PAGE>
 
benefit plan or other enterprise of which such person is or was serving at the
request of the corporation as a director, officer, employee or agent. The
provisions of this Section 6.4 shall not be deemed to be exclusive or to limit
in any way the circumstances in which a person may be deemed to have met the
applicable standard of conduct set forth in Section 6.1 or 6.2 of this Article
VI, as the case may be.
 
     6.5  INDEMNIFICATION BY A COURT
 
     Notwithstanding any contrary determination in the specific case under
Section 6.3 of this Article VI, and notwithstanding the absence of any
determination thereunder, any director or officer may apply to the Court of
Chancery in the State of Delaware for indemnification to the extent otherwise
permissible under Sections 6.1 and 6.2 of this Article VI. The basis of such
indemnification by a court shall be a determination by such court that
indemnification of the director or officer is proper in the circumstances
because such person has met the applicable standards of conduct set forth in
Section 6.1 or 6.2 of this Article VI, as the case may be. Neither a contrary
determination in the specific case under Section 6.3 of this Article VI nor the
absence of any determination thereunder shall be a defense to such application
or create a presumption that the director or officer seeking indemnification has
not met any applicable standard of conduct. Notice of any application for
indemnification pursuant to this Section 6.5 shall be given to the corporation
promptly upon the filing of such application. If successful, in whole or in
part, the director or officer seeking indemnification shall also be entitled to
be paid the expense of prosecuting such application.
 
     6.6  EXPENSES PAYABLE IN ADVANCE
 
     Expenses incurred by a director or officer in defending any civil,
criminal, administrative or investigative action, suit or proceeding shall be
paid by the corporation in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that such
person is not entitled to be indemnified by the corporation as authorized in
this Article VI.
 
     6.7  NONEXCLUSIVITY OF INDEMNIFICATION AND ADVANCEMENT OF EXPENSES
 
     The indemnification and advancement of expenses provided by or granted
pursuant to this Article VI shall not be deemed exclusive of any other rights to
which those seeking indemnification or advancement of expenses may be entitled
under the Certificate of Incorporation, any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in such
person's official capacity and as to action in another capacity while holding
such office, it being the policy of the corporation that indemnification of the
persons specified in Sections 6.1 and 6.2 of this Article VI shall be made to
the fullest extent permitted by law. The provisions of this Article VI shall not
be deemed to preclude the indemnification of any person who is not specified in
Section 6.1 or 6.2 of this Article VI but whom the corporation has the power or
obligation to indemnify under the provisions of the General Corporation Law of
the State of Delaware, or otherwise.
 
                                     -16-
 
<PAGE>
 
     6.8  INSURANCE
 
     The corporation may purchase and maintain insurance on behalf of any person
who is or was a director or officer of the corporation, or is or was a director
or officer of the corporation serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise against any liability
asserted against such person and incurred by such person in any such capacity,
or arising out of such person's status as such, whether or not the corporation
would have the power or the obligation to indemnify such person against such
liability under the provisions of this Article VI.
 
     6.9  CERTAIN DEFINITIONS
 
     For purposes of this Article VI, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors or officers, so that any person who is or
was a director or officer of such constituent corporation, or is or was a
director or officer of such constituent corporation serving at the request of
such constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise, shall stand in the same position under the provisions of this
Article VI with respect to the resulting or surviving corporation as such person
would have with respect to such constituent corporation if its separate
existence had continued. For purposes of this Article VI, references to "fines"
shall include any excise taxes assessed on a person with respect to an employee
benefit plan; and references to "serving at the request of the corporation "
shall include any service as a director, officer, employee or agent of the
corporation which imposes duties on, or involves services by, such director or
officer with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner such person
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this Article
VI.
 
     6.10 SURVIVAL OF INDEMNIFICATION AND ADVANCEMENT OF EXPENSES
 
     The indemnification and advancement of expenses provided by, or granted
pursuant to, this Article VI shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director or officer and
shall inure to the benefit of the heirs, executors and administrators of such a
person.
 
     6.11 LIMITATION ON INDEMNIFICATION
 
     Notwithstanding anything contained in this Article VI to the contrary,
except for proceedings to enforce rights to indemnification (which shall be
governed by Section 6.5 hereof), the corporation shall not be obligated to
indemnify any director or officer in connection with a proceeding (or part
thereof) initiated by such person unless such proceeding (or part thereof) was
authorized or consented to by the board of directors of the corporation.
 
                                      -17-
 
<PAGE>
 
     6.12 INDEMNIFICATION OF EMPLOYEES AND AGENTS
 
     The corporation may, to the extent authorized from time to time by the
board of directors, provide rights to indemnification and to the advancement of
expenses to employees and agents of the corporation similar to those conferred
in this Article VI to directors and officers of the corporation.
 
                                  ARTICLE VII
 
                               RECORDS AND REPORTS
 
     7.1  MAINTENANCE AND INSPECTION OF RECORDS
 
     The corporation shall, either at its principal executive office or at such
place or places as designated by the board of directors, keep a record of its
stockholders listing their names and addresses and the number and class of
shares held by each stockholder, a copy of these bylaws as amended to date,
accounting books and other records.
 
     Any stockholder of record, in person or by attorney or other agent, shall,
upon written demand under oath stating the purpose thereof, have the right
during the usual hours for business to inspect for any proper purpose the
corporation's stock ledger, a list of its stockholders, and its other books and
records and to make copies or extracts therefrom. A proper purpose shall mean a
purpose reasonably related to such person's interest as a stockholder. In every
instance where an attorney or other agent is the person who seeks the right to
inspection, the demand under oath shall be accompanied by a power of attorney or
such other writing that authorizes the attorney or other agent to so act on
behalf of the stockholder. The demand under oath shall be directed to the
corporation at its registered office in Delaware or at its principal place of
business.
 
     The officer who has charge of the stock ledger of a corporation shall
prepare and make, at least ten (10) days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten (10) days prior to
the meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also 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.
 
     7.2  INSPECTION BY DIRECTORS
 
     Any director shall have the right to examine the corporation's stock
ledger, a list of its stockholders and its other books and records for a purpose
reasonably related to his or her position as a director. The Court of Chancery
is hereby vested with the exclusive jurisdiction to determine whether a director
is entitled to the inspection sought. The Court may summarily order the
corporation
 
                                      -18-
 
<PAGE>
 
to permit the director to inspect any and all books and records, the stock
ledger, and the stock list and to make copies or extracts therefrom. The Court
may, in its discretion, prescribe any limitations or conditions with reference
to the inspection, or award such other and further relief as the Court may deem
just and proper.
 
     7.3  ANNUAL STATEMENT TO STOCKHOLDERS
 
     The board of directors shall present at each annual meeting, and at any
special meeting of the stockholders when called for by vote of the stockholders,
a full and clear statement of the business and condition of the corporation.
 
     7.4  REPRESENTATION OF SHARES OF OTHER CORPORATIONS
 
     The chairman of the board, the chief executive officer, the president or
any other person authorized by the board of directors or the chief executive
officer or president, is authorized to vote, represent, and exercise on behalf
of this corporation all rights incident to any and all shares of any other
corporation or corporations standing in the name of this corporation. The
authority herein granted may be exercised either by such person directly or by
any other person authorized to do so by proxy or power of attorney duly executed
by such person having the authority.
 
                                  ARTICLE VIII
 
                                 GENERAL MATTERS
 
     8.1  RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING
 
     For purposes of determining the stockholders entitled to receive payment of
any dividend or other distribution or allotment of any rights or the
stockholders entitled to exercise any rights in respect of any other lawful
action (other than action by stockholders by written consent without a meeting),
the board of directors may fix, in advance, a record date, which shall not be
more than sixty (60) days before any such action. In that case, only
stockholders of record at the close of business on the date so fixed are
entitled to receive the dividend, distribution or allotment of rights, or to
exercise such rights, as the case may be, notwithstanding any transfer of any
shares on the books of the corporation after the record date so fixed, except as
otherwise provided by law.
 
     If the board of directors does not so fix a record date, then the record
date for determining stockholders for any such purpose shall be at the close of
business on the day on which the board adopts the applicable resolution or the
sixtieth (60th) day before the date of that action, whichever is later.
 
     8.2  CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS
 
     From time to time, the board of directors shall determine by resolution
which person or persons may sign or endorse all checks, drafts, other orders for
payment of money, notes or other
 
                                      -19-
 
<PAGE>
 
evidences of indebtedness that are issued in the name of or payable to the
corporation, and only the persons so authorized shall sign or endorse those
instruments.
 
     8.3  CORPORATE CONTRACTS AND INSTRUMENTS: HOW EXECUTED
 
     The board of directors, except as otherwise provided in these bylaws, may
authorize any officer or officers, or agent or agents, to enter into any
contract or execute any instrument in the name of and on behalf of the
corporation; such authority may be general or confined to specific instances.
Unless so authorized or ratified by the board of directors or within the agency
power of an officer, no officer, agent or employee shall have any power or
authority to bind the corporation by any contract or engagement or to pledge its
credit or to render it liable for any purpose or for any amount.
 
     8.4  STOCK CERTIFICATES; PARTLY PAID SHARES
 
     The shares of a corporation shall be represented by certificates, provided
that the board of directors of the corporation may provide by resolution or
resolutions that some or all of any or all classes or series of its stock shall
be uncertificated shares. Any such resolution shall not apply to shares
represented by a certificate until such certificate is surrendered to the
corporation. Notwithstanding the adoption of such a resolution by the board of
directors, every holder of stock represented by certificates and upon request
every holder of uncertificated shares shall be entitled to have a certificate
signed in the name of the corporation by (a) the chairman or vice-chairman of
the board of directors, or the chief executive officer, president or
vice-president, and by (b) the chief financial officer, treasurer, assistant
treasurer, secretary or an assistant secretary of the corporation representing
the number of shares registered in certificate form. Any or all of the
signatures on the certificate may be a facsimile. In case any officer, transfer
agent or registrar who has signed or whose facsimile signature has been placed
upon a certificate has ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may be issued by the corporation with the
same effect as if he or she were such officer, transfer agent or registrar at
the date of issue.
 
     8.5  SPECIAL DESIGNATION ON CERTIFICATES
 
     If the corporation is authorized to issue more than one class of stock or
more than one series of any class, then the powers, the designations, the
preferences, and the relative, participating, optional or other special rights
of each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate that the corporation shall
issue to represent such class or series of stock; provided, however, that,
except as otherwise provided in Section 202 of the General Corporation Law of
Delaware, in lieu of the foregoing requirements there may be set forth on the
face or back of the certificate that the corporation shall issue to represent
such class or series of stock a statement that the corporation will furnish
without charge to each stockholder who so requests the powers, the designations,
the preferences, and the relative, participating, optional or other special
rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights.
 
                                      -20-
 
<PAGE>
 
     8.6  LOST CERTIFICATES
 
     Except as provided in this Section 8.6, no new certificates for shares
shall be issued to replace a previously issued certificate unless the latter is
surrendered to the corporation and canceled at the same time. The board of
directors may, in case any share certificate or certificate for any other
security is lost, stolen or destroyed, authorize the issuance of replacement
certificates on such terms and conditions as the board may require; the board
may require indemnification of the corporation secured by a bond or other
adequate security sufficient to protect the corporation against any claim that
may be made against it, including any expense or liability, on account of the
alleged loss, theft or destruction of the certificate or the issuance of the
replacement certificate.
 
     8.7  CONSTRUCTION; DEFINITIONS
 
     Unless the context requires otherwise, the general provisions, rules of
construction, and definitions in the General Corporation Law of Delaware shall
govern the construction of these bylaws. Without limiting the generality of this
provision, the singular number includes the plural, the plural number includes
the singular, and the term "person" includes both a corporation or other legal
entity and a natural person.
 
                                   ARTICLE IX
 
                                   AMENDMENTS
 
     In furtherance and not in limitation of the powers conferred by statute,
the board of directors is expressly authorized to adopt, alter, amend or repeal
the bylaws of the corporation. The affirmative vote of at least a majority of
the board of directors then in office shall be required in order for the board
of directors to adopt, amend, alter or repeal the corporation's bylaws. The
corporation's bylaws also may be adopted, amended, altered or repealed by the
affirmative vote of the holders of at least a majority of the voting power of
the issued and outstanding capital stock of the corporation entitled to vote in
the election of directors; provided, however, that the provisions of Sections
2.3, 2.4, 2.10, 2.14 and 2.15 and of this Article IX, as well as any provision
of these bylaws concerning the authorized number of directors, the filling of
vacancies arising through death, resignation, disqualification, removal, an
increase in the number of directors or otherwise, or the removal of directors,
may be adopted, amended, altered or repealed by the stockholders only upon the
affirmative vote of the holders of at least eighty percent (80%) of the voting
power of the issued and outstanding capital stock of the corporation entitled to
vote in the election of directors. No bylaw hereafter legally adopted, amended,
altered or repealed by the stockholders of the corporation shall invalidate any
prior act of the directors or officers of the corporation which would have been
valid if such bylaw had not been adopted, amended, altered or repealed.
 
                                      -21-
 
<PAGE>
 
               CERTIFICATE OF AMENDMENT AND RESTATEMENT OF BYLAWS
 
                                       OF
                             GENESIS MICROCHIP INC.
                             A Delaware corporation
 
     The undersigned hereby certifies that he is the duly elected Secretary of
Genesis Microchip Inc. and that the foregoing Bylaws, comprising twenty-one (21)
pages, were adopted as the Amended and Restated Bylaws of the corporation on
June 24, 2002, by the Board of Directors of the corporation.
 
     IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 28th day
of June, 2002.
 
                                                   /s/ Eric Erdman
                                                   -----------------------------
                                                   Eric Erdman, Secretary