EXHIBIT 3.2
 
 
                             ASPEN TECHNOLOGY, INC.
 
 
 
 
                                     BY-LAWS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                                    Adopted as of March 10, 1998
 
 
<PAGE>   2
 
 
 
                                TABLE OF CONTENTS
 
                                                                            PAGE
SECTION 1.  CERTIFICATE OF INCORPORATION AND BY-LAWS.........................1
      1.1.   Conflicts.......................................................1
      1.2.   References......................................................1
 
SECTION 2.  OFFICES..........................................................1
      2.1.   Registered Office.  ............................................1
      2.2.   Other Offices...................................................1
 
SECTION 3.  STOCKHOLDERS.....................................................1
      3.1.   Location of Meetings............................................1
      3.2.   Annual Meeting..................................................1
      3.3.   Special Meeting in Place of Annual Meeting......................1
      3.4.   Notice of Annual Meeting........................................1
      3.5.   Other Special Meetings..........................................2
      3.6.   Notice of Special Meeting.......................................2
      3.7.   Stockholder List................................................2
      3.8.   Quorum of Stockholders..........................................2
      3.9.   Adjournment.....................................................2
      3.10.  Proxy Representation............................................3
      3.11.  Inspectors......................................................3
      3.12.  Action by Vote..................................................3
      3.13.  Nomination of Directors.........................................3
      3.14.  Notice of Business at Annual Meetings...........................4
      3.15.  Organization....................................................4
      3.16.  Action Without Meetings.........................................5
 
SECTION 4.  DIRECTORS........................................................5
      4.1.   Powers..........................................................5
      4.2.   Number..........................................................5
      4.3.   Vacancies.......................................................5
      4.4.   Classes of Directors............................................5
      4.5.   Terms of Office.................................................5
      4.6.   Committees......................................................6
      4.7.   Regular Meetings................................................6
      4.8.   Special Meetings................................................6
      4.9.   Notice..........................................................6
      4.10.  Quorum..........................................................6
      4.11.  Action by Vote..................................................7
      4.12.  Action Without a Meeting........................................7
      4.13.  Participation in Meetings by Conference Telephone...............7
      4.14.  Compensation....................................................7
      4.15.  Removal or Resignation of Directors.............................7
 
SECTION 5.  NOTICES..........................................................7
      5.1.   Form of Notice..................................................7
      5.2.   Waiver of Notice................................................8
 
                                       -i-
 
<PAGE>   3
 
 
 
SECTION 6.  OFFICERS AND AGENTS...............................................8
      6.1.   Enumeration; Qualification.......................................8
      6.2.   Election.........................................................8
      6.3.   Tenure...........................................................8
      6.4.   Powers...........................................................8
      6.5.   President........................................................8
      6.6.   Vice President...................................................9
      6.7.   Secretary and Assistant Secretaries..............................9
      6.8.   Treasurer and Assistant Treasurers...............................9
      6.9.   Resignation and Removal.........................................10
      6.10.  Vacancies.......................................................10
 
SECTION 7.  CAPITAL STOCK....................................................10
      7.1.   Stock Certificates..............................................10
      7.2.   Stock Issuances.................................................10
      7.3.   Stock Transfers.................................................10
      7.4.   Lost, Stolen or Destroyed Certificates..........................11
      7.5.   Record Date.....................................................11
 
SECTION 8.  GENERAL PROVISIONS...............................................11
      8.1.   Fiscal Year.....................................................11
      8.2.   Seal............................................................11
      8.3.   Dividends.......................................................12
      8.4.   Checks..........................................................12
      8.5.   Voting of Securities............................................12
      8.6.   Evidence of Authority...........................................12
      8.7.   Interested Parties..............................................12
      8.8.   Construction; Definitions.......................................13
      8.9.   Provisions Additional to Provisions of Law......................13
      8.10.   Provisions Contrary to Provisions of Law.......................13
 
SECTION 9.   AMENDMENT OF BY-LAWS............................................13
      9.1.   By Board of Directors...........................................13
      9.2.   By Stockholders.................................................13
 
 
                                      -ii-
 
<PAGE>   4
 
 
 
SECTION 1  CERTIFICATE OF INCORPORATION AND BY-LAWS.
 
      1.1 CONFLICTS. In the event of any conflict between the provisions of
these by-laws and the provisions of the certificate of incorporation of Aspen
Technology, Inc. (the "Corporation"), the provisions of the certificate of
incorporation shall govern.
 
      1.2 REFERENCES. In these by-laws, references to the certificate of
incorporation and by-laws mean the provisions of the certificate of
incorporation of the Corporation and these by-laws, respectively, as are from
time to time in effect.
 
 
SECTION 2  OFFICES.
 
      2.1 REGISTERED OFFICE. The registered office of the Corporation shall be
as fixed in the certificate of incorporation of the Corporation.
 
      2.2 OTHER OFFICES. The Corporation may also have offices at such other
places within or without the State of Delaware as the board of directors may
from time to time determine or the business of the Corporation may require.
 
 
SECTION 3  STOCKHOLDERS.
 
      3.1 LOCATION OF MEETINGS. All meetings of stockholders shall be held at
such places within or without the State of Delaware as shall be designated from
time to time by the board of directors or the Chief Executive Officer (or if
there is no Chief Executive Officer, the President) or, if not so designated, at
the principal office of the Corporation. Any adjourned session of any meeting
shall be held at the place designated in the vote of adjournment.
 
      3.2 ANNUAL MEETING. The annual meeting of stockholders shall be held at 10
A.M. on the Tuesday preceding Thanksgiving in November in each year (unless that
day shall be a legal holiday at the location where the meeting is to be held, in
which case the meeting shall be held at 10 A.M. on the next succeeding day that
is not a legal holiday) or at such other time and date as shall be designated
from time to time by the board of directors or the President, at which the
stockholders shall elect a board of directors and transact such other business
as may be required by law or these by-laws or as may otherwise properly come
before the meeting.
 
      3.3 SPECIAL MEETING IN PLACE OF ANNUAL MEETING. If the election of
directors shall not be held on the day designated by these by-laws, the board of
directors shall cause the election to be held as soon thereafter as convenient.
To that end, if the annual meeting is not held on the day provided in Subsection
3.2 or if the election of directors is not held at the annual meeting, a special
meeting of the stockholders may be held in place of such omitted meeting or
election and any business transacted or election held at such special meeting
shall have the same effect as if transacted or held at the annual meeting. In
such case all references in these by-laws to the annual meeting of the
stockholders, or to the annual election of directors, shall be deemed to refer
to or include such special meeting. Any such special meeting shall be called,
and the purposes thereof shall be specified in the call, as provided in
Subsection 3.4.
 
      3.4 NOTICE OF ANNUAL MEETING. Written notice of the annual meeting stating
the place, date and hour of the meeting shall be given to each stockholder
entitled to vote at such meeting not less than ten nor more than sixty days
before the date of the meeting. Such notice may specify the business to be
transacted and
 
                                        1
 
<PAGE>   5
 
 
 
actions to be taken at such meeting. No action shall be taken at such meeting
unless such notice is given, or unless waiver of such notice is given by the
holders of outstanding capital stock having not less than the minimum number of
votes necessary to take such action at a meeting at which all shares entitled to
vote thereon were voted. Prompt notice of all actions taken in connection with
such waiver of notice shall be given to all stockholders not present or
represented at such meeting. If mailed, notice shall be deemed to have been
given when the notice is deposited in the United States mail, postage prepaid,
directed to the stockholder at the stockholder's address as it appears on the
records of the Corporation. An affidavit of the mailing or other means of giving
any notice of any stockholders' meeting, executed by the Secretary, any
Assistant Secretary or any transfer agent of the Corporation giving the notice,
shall be prima facie evidence of the giving of such notice.
 
      3.5 OTHER SPECIAL MEETINGS. Special meetings of the stockholders may be
called for any purpose or purposes by the Chairman of the Board, the Chief
Executive Officer (or if there is no Chief Executive Officer, the President) or
the board of directors. Business transacted at any special meeting of
stockholders shall be limited to matters relating to the purpose or purposes
stated in the notice of meeting.
 
      3.6 NOTICE OF SPECIAL MEETING. Unless otherwise prescribed by law, written
notice of each special meeting stating the place, date and hour of the meeting
and the purpose or purposes for which the meeting is called shall be given not
less than ten nor more than sixty days before the date of the meeting to each
stockholder entitled to vote at such meeting. If mailed, notice shall be deemed
to have been given when the notice is deposited in the United States mail,
postage prepaid, directed to the stockholder at the stockholder's address as it
appears on the records of the Corporation. An affidavit of the mailing or other
means of giving any notice of any stockholders' meeting, executed by the
Secretary, any Assistant Secretary or any transfer agent of the Corporation
giving the notice, shall be prima facie evidence of the giving of such notice.
 
      3.7 STOCKHOLDER LIST. The officer who has charge of the stock record books
of the Corporation shall prepare and make, at least ten 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 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.
 
      3.8 QUORUM OF STOCKHOLDERS. The holders of a majority of the shares of
capital stock of the Corporation issued and outstanding and entitled to vote
thereat, present in person or represented by proxy, shall constitute a quorum at
all meetings of the stockholders for the transaction of business except as
otherwise required by law, the certificate of incorporation or these by-laws.
Except as otherwise provided by law, no stockholder present at a meeting may
withhold shares owned by such stockholder from the quorum count by declaring
those shares to be absent from the meeting.
 
      3.9 ADJOURNMENT. Any meeting of stockholders may be adjourned from time to
time to any other time and place at which a meeting of stockholders may be held
under these by-laws, which time and place shall be announced at the meeting, by
a majority of votes cast upon the question, whether or not a quorum is present,
or, if no stockholder is present, by any officer entitled to preside at or to
act as secretary of such meeting. If a quorum shall be present or represented at
any adjourned meeting, any business may be transacted that might have been
transacted at the original meeting. If the adjournment is for less than thirty
days and the time and place of the adjourned meeting are announced at the
meeting at which adjournment is taken, it shall not be necessary to notify any
stockholder of the adjournment unless after the adjournment
 
                                        2
 
<PAGE>   6
 
 
 
a new record date is fixed for the adjourned meeting. If the adjournment is for
more than thirty days, the time and place of the adjourned meeting are not
announced at the meeting at which adjournment is taken, or a new record date is
fixed for the adjourned meeting after the adjournment, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the
meeting.
 
      3.10 PROXY REPRESENTATION. Any stockholder may authorize another person or
persons to act for such stockholder by proxy in all matters in which the
stockholder is entitled to participate, whether by waiving notice of any
meeting, objecting to or voting or participating at a meeting, or expressing
consent or dissent without a meeting. Every proxy must be signed by the
stockholder or the stockholder's attorney-in-fact. No proxy shall be voted or
acted upon after three years from its date unless such proxy provides for a
longer period. Except as provided by law, a revocable proxy shall be deemed
revoked if the stockholder is present at the meeting for which the proxy was
given. A duly executed proxy shall be irrevocable if it states that it is
irrevocable and, if, and only as long as, it is coupled with an interest
sufficient in law to support an irrevocable power. A proxy may be made
irrevocable regardless of whether the interest with which it is coupled is an
interest in the stock itself or an interest in the Corporation generally. The
authorization of a proxy may but need not be limited to specified action,
provided, however, that if a proxy limits its authorization to a meeting or
meetings of stockholders, unless otherwise specifically provided such proxy
shall entitle the holder thereof to vote at any adjourned session but shall not
be valid after the final adjournment thereof.
 
      3.11 INSPECTORS. The directors or the person presiding at the meeting may,
but need not, appoint one or more inspectors of election and any substitute
inspectors to act at the meeting or any adjournment thereof. Before entering
upon the discharge of the duties of inspector, each inspector shall take and
sign an oath to execute faithfully the duties of inspector at such meeting with
strict impartiality and according to the best of the inspector's ability. The
inspectors, if any, shall (a) determine the number of shares of capital stock
outstanding and the voting power of each, the shares of capital stock
represented at the meeting, the existence of a quorum and the validity and
effect of proxies, and (b) receive votes, ballots or consents, hear and
determine all challenges and questions arising in connection with the right to
vote, count and tabulate all votes, ballots or consents, determine the result,
and do such acts as are proper to conduct the election or vote with fairness to
all stockholders. On request of the person presiding at the meeting, the
inspectors shall make a report in writing of any challenge, question or matter
determined by them and execute a certificate of any fact found by them.
 
      3.12 ACTION BY VOTE. When a quorum is present at any meeting, whether an
original or adjourned session, a plurality of the votes properly cast for
election to any office shall elect to such office and a majority of the votes
(or if there are two or more classes of capital stock entitled to vote as
separate classes, then in the case of each such class, the holders of a majority
of the capital stock of that class) properly cast upon any question other than
an election to an office shall decide such question, except when a larger vote
is required by law, the certificate of incorporation or these by-laws. No ballot
shall be required for any election unless requested by a stockholder present or
represented at the meeting and entitled to vote in the election.
 
      3.13 NOMINATION OF DIRECTORS. Only persons who are nominated in accordance
with the following procedures shall be eligible for election as directors.
Nomination for election to the board of directors at a meeting of stockholders
may be made by the board of directors or by any stockholder of the Corporation
entitled to vote for the election of directors at such meeting who complies with
the notice procedures set forth in this Subsection 3.13. Such nominations, other
than those made by or on behalf of the board of directors, shall be made by
notice in writing delivered or mailed by first class United State mail, postage
prepaid, to the Secretary, and received not less than sixty days nor more than
ninety days prior to such meeting; provided, however, that if less than seventy
days' notice or prior public disclosure of the date of
 
                                        3
 
<PAGE>   7
 
 
 
the meeting is given to stockholders, such nomination shall have been mailed or
delivered to the Secretary not later than the close of business on the tenth day
following the date on which the notice of the meeting was mailed or such public
disclosure was made, whichever occurs first. Such notice shall set forth: (a) as
to each proposed nominee, (i) the name, age, business address and, if known,
residence address of each such nominee, (ii) the principal occupation or
employment of each such nominee, (iii) the number of shares of capital stock of
the Corporation beneficially owned by each such nominee, and (iv) any other
information concerning the nominee that must be disclosed as to nominees in
proxy solicitations pursuant to Regulation 14A under the Securities Exchange Act
of 1934, as amended (including such person's written consent to be named as a
nominee and to serve as a director if elected); and (b) as to the stockholder
giving the notice, (i) the name and address, as they appear on the Corporation's
books, of such stockholder and (ii) the number of shares of each class and
series of capital stock of the Corporation beneficially owned by such
stockholder. The Corporation may require any proposed nominee to furnish such
other information as may reasonably be required by the Corporation to determine
the eligibility of such proposed nominee to serve as a director. The chairman of
the meeting may, if the facts warrant, determine and declare at the meeting that
a nomination was not made in accordance with the foregoing procedure, and if the
chairman should so determine, the chairman shall so declare at the meeting and
the defective nomination shall be disregarded.
 
      3.14 NOTICE OF BUSINESS AT ANNUAL MEETINGS. At an annual meeting of the
stockholders, only such business shall be conducted as shall have been properly
brought before the meeting. To be properly brought before an annual meeting,
business must be (a) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the board of directors, (b) otherwise
properly brought before the meeting by or at the direction of the board of
directors, or (c) otherwise properly brought before an annual meeting by a
stockholder. For business to be properly brought before an annual meeting by a
stockholder, if such business relates to the election of directors of the
Corporation, the procedures in Subsection 3.13 must be complied with, and if
such business relates to any other matter, the stockholder must have given
timely notice thereof in writing to the Secretary. To be timely, a stockholder's
notice must be delivered to or mailed and received at the principal executive
offices of the Corporation not less than sixty days nor more than ninety days
prior to the meeting; provided, however, that in the event that less than
seventy days' notice or prior public disclosure of the date of the meeting is
given or made to stockholders, notice by the stockholder to be timely must be so
received not later than the close of business on the tenth day following the
date on which such notice of the date of the meeting was mailed or such public
disclosure was made, whichever occurs first. A stockholder's notice to the
Secretary shall set forth as to each matter the stockholder proposes to bring
before the annual meeting (a) 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, (b) the name and address, as they appear on the
Corporation's books, of the stockholder proposing such business, (c) the number
of shares of each class and series of capital stock of the Corporation
beneficially owned by the stockholder and (d) any material interest of the
stockholder in such business. Notwithstanding anything in these by-laws to the
contrary, no business shall be conducted at any annual meeting except in
accordance with the procedures set forth in this Subsection 3.14 and except that
any stockholder proposal that complied with Rule 14a-8 (or any successor
provision) under the Securities Exchange Act of 1934, as amended, and is to be
included in the Corporation's proxy statement for an annual meeting of
stockholders shall be deemed to comply with the requirements of this Subsection
3.14. The chairman of the meeting shall, if the facts warrant, determine and
declare at the meeting that business was not properly brought before the meeting
in accordance with the provisions of this Subsection 3.14, and if the chairman
should so determine, the chairman shall so declare at the meeting that any such
business not properly brought before the meeting shall not be transacted.
 
      3.15 ORGANIZATION. The Chairman of the Board or, in the absence thereof,
the Chief Executive Officer (or if there is no Chief Executive Officer, the
President) shall call meetings of stockholders to order and shall
 
                                        4
 
<PAGE>   8
 
 
 
act as chairman of such meeting, provided, however, that the board of directors
may appoint any stockholder to act as chairman of any meeting in the absence of
the Chairman of the Board. The Secretary shall act as secretary at all meetings
of the stockholders, but in the absence of the Secretary at any meeting of the
stockholders, the chairman may appoint any person to act as secretary of the
meeting.
 
      3.16 ACTION WITHOUT MEETINGS. Stockholders may not take any action by
written consent in lieu of a meeting.
 
 
SECTION 4  DIRECTORS.
 
      4.1 POWERS. The business of the Corporation shall be managed by or under
the direction of the board of directors, which shall have and may exercise all
the powers of the Corporation and do all such lawful acts and things as are not
by law, the certificate of incorporation or these by-laws directed or required
to be exercised or done by the stockholders.
 
      4.2 NUMBER. The number of directors that shall constitute the board of
directors shall be determined by resolution of the board of directors, but in no
event shall be less than three. The number of directors may be decreased at any
time and from time to time by vote of a majority of the directors then in
office, but only to eliminate vacancies existing by reason of the death,
resignation, removal or expiration of the term of one or more directors. The
directors shall be elected at the annual meeting of the stockholders, except as
provided in Subsection 4.3 of these by-laws. Directors need not be stockholders.
 
      4.3 VACANCIES. Newly created directorships resulting from any increase in
the number of directors and other vacancies may be filled by vote of a majority
of the directors then in office, although less than a quorum, or by a sole
remaining director. When one or more directors shall resign from the board of
directors, effective at a future date, a majority of the directors then in
office, including those who have resigned, shall have power to fill such vacancy
or vacancies, the vote or action by writing thereon to take effect when such
resignation or resignations shall become effective. The directors shall have and
may exercise all their powers notwithstanding the existence of one or more
vacancies in their number, subject to any requirements of law or of the
certificate of incorporation or of these by-laws as to the number of directors
required for a quorum or for any vote or other actions. A director elected to
fill a vacancy shall be elected for the unexpired term of such director's
predecessor in office, and a director chosen to fill a position resulting from
an increase in the number of directors shall hold office until the next election
of the class for which such director shall have been chosen, subject to the
election and qualification of any such director's successor and to any such
director's earlier death, resignation or removal.
 
      4.4 CLASSES OF DIRECTORS. The board of directors shall be divided into
three classes, consisting of Class I, Class II and Class III. No class of
directors shall have more than one director more than any other class. If a
fraction is contained in the quotient arrived at by dividing the designated
number of directors by three, then, if such fraction is one-third, the extra
director shall be a member of Class I, and if such fraction is two-thirds, one
of the extra directors shall be a member of Class I and one of the extra
directors shall be a member of Class II, except as otherwise may be provided
from time to time by the board of directors.
 
      4.5 TERMS OF OFFICE. Each director shall serve for a term ending on the
date of the third annual meeting following the annual meeting at which such
director was elected; provided that each initial director in Class I shall serve
for a term ending on the date of the annual meeting of stockholders in 2000,
each initial director in Class II shall serve for a term ending on the date of
the annual meeting of stockholders in 1998 and each initial director in Class
III shall serve for a term ending on the date of the annual meeting of
 
                                        5
 
<PAGE>   9
 
 
 
stockholders in 1999 and provided further that the term of each director shall
be subject to the election and qualification of a successor to such director and
to the earlier death, resignation or removal of such director.
 
      4.6 COMMITTEES. The board of directors may, by vote of a majority of the
whole board: (a) designate, change the membership of or terminate the existence
of any committee or committees, each committee to consist of one or more of the
directors; (b) designate one or more directors as alternate members of any such
committee who may replace any absent or disqualified member at any meeting of
the committee; and (c) determine the extent to which each such committee shall
have and may exercise the powers and authority of the board of directors in the
management of the business and affairs of the Corporation, including the power
to authorize the seal of the Corporation to be affixed to all papers that
require it and the power and authority to declare dividends or to authorize the
issuance of capital stock; excepting, however, such powers that by law, the
certificate of incorporation or these by-laws the board is prohibited from so
delegating. In the absence or disqualification of any member of a committee and
such member's alternate, if any, the member or members thereof present at any
meeting and not disqualified from voting, whether or not constituting a quorum,
may unanimously appoint another member of the board of directors to act at the
meeting in the place of any such absent or disqualified member. Except as the
board of directors may otherwise determine, any committee may make rules for the
conduct of its business, but unless otherwise provided by the board or such
rules, its business shall be conducted as nearly as may be in the same manner as
is provided by these by-laws for the conduct of business by the board of
directors. Each committee shall keep regular minutes of its meetings and report
the same to the board of directors upon request.
 
      4.7 REGULAR MEETINGS. Regular meetings of the board of directors may be
held without call or notice at such times and at such places, within or without
the State of Delaware, as the board of directors may from time to time
determine, provided that any director who was absent when such determination was
made shall be given notice of the determination. A regular meeting of the
directors may be held without call or notice immediately after and at the same
place as an annual meeting of the stockholders.
 
      4.8 SPECIAL MEETINGS. Special meetings of the board of directors may be
held at such times and at such places, within or without the State of Delaware,
designated in a notice of the meeting, when called by the Chairman of the Board
or the Chief Executive Officer (or if there is no Chief Executive Officer, the
President) or by two or more directors, reasonable notice thereof being given to
each director by the Secretary, the officer or any of the directors calling the
meeting.
 
      4.9 NOTICE. It shall be reasonable and sufficient notice to a director:
(a) to send notice by mail at least forty-eight hours, or by telegram, telex,
facsimile or hand at least twenty-four hours, before the meeting, or directed to
the director at the director's usual or last known business or residence
address; or (b) to give notice to the director in person or by telephone at
least twenty-four hours before the meeting. Notice of a meeting need not be
given to any director if a written waiver of notice, executed by the director
before or after the meeting, is filed with the records of the meeting, or to any
director who attends the meeting without protesting prior thereto or at its
commencement the lack of notice to the director. Neither notice of a meeting nor
a waiver of a notice need specify the purposes of the meeting.
 
      4.10 QUORUM. Except as may be otherwise provided by law, the certificate
of incorporation or these by-laws, at any meeting of the board of directors a
majority of the directors then in office shall constitute a quorum. A quorum
shall not in any case be less than one-third of the total number of directors
constituting the whole board. In the event one or more of the directors shall be
disqualified to vote at any meeting, then the required quorum shall be reduced
by one for each such director so disqualified, subject to the preceding
sentence. Any meeting may be adjourned from time to time by a majority of the
directors present at the
 
                                        6
 
<PAGE>   10
 
 
 
meeting, whether or not a quorum is present, and the meeting may be held as
adjourned without further notice.
 
      4.11 ACTION BY VOTE. Except as may be otherwise provided by law, the
certificate of incorporation or these by-laws, when a quorum is present at any
meeting the vote of a majority of the directors present shall be the act of the
board of directors.
 
      4.12 ACTION WITHOUT A MEETING. Any action required or permitted to be
taken at any meeting of the board of directors or of any committee thereof may
be taken without a meeting if all the members of the board or such committee, as
the case may be, consent to the action in writing, and the written consent is
filed with the records of the meetings of the board or such committee. Such
consent shall be treated for all purposes as the act of the board or of such
committee, as the case may be.
 
      4.13 PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE. Members of the
board of directors or of any committee thereof may participate in a meeting of
such board or committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other. Such participation shall constitute presence in
person at such meeting.
 
      4.14 COMPENSATION. The board of directors shall have the authority to fix
from time to time the compensation of directors. The directors may be paid their
expenses, if any, of attendance at each meeting of the board of directors and
the performance of their responsibilities as directors and may be paid a fixed
sum for attendance at each meeting of the board of directors and/or a stated
salary as director. No such payment shall preclude any director from serving the
Corporation or its parent or subsidiary corporations in any other capacity and
receiving compensation therefor. The board of directors may also allow
compensation for members of special or standing committees for service on such
committees.
 
      4.15 REMOVAL OR RESIGNATION OF DIRECTORS. Directors may be removed only
for cause by the affirmative vote of the holders of at least two-third of the
shares of capital stock of the Corporation issued, outstanding and entitled to
vote. Any director may resign at any time by delivering a resignation in writing
to the Chief Executive Officer (or if there is no Chief Executive Officer, the
President) or the Secretary or to a meeting of the board of directors. Such
resignation shall be effective upon receipt unless specified to be effective at
some other time and without in either case the necessity of its being accepted,
unless the resignation shall so state. No director resigning and (except where a
right to receive compensation shall be expressly provided in a duly authorized
written agreement with the Corporation) no director removed shall have any right
to receive compensation as such director for any period following the director's
resignation or removal, or any right to damages on account of such removal,
whether the director's compensation be by the month or by the year or otherwise;
unless in the case of a resignation, the directors, or in the case of removal,
the body acting on the removal, shall in their or its discretion provide for
compensation.
 
 
SECTION 5  NOTICES.
 
      5.1 FORM OF NOTICE. Whenever, under the provisions of law, or of the
certificate of incorporation or of these by-laws, notice is required to be given
to any director or stockholder, such notice may be given by mail, addressed to
such director or stockholder, at the director's or stockholder's address as it
appears on the records of the Corporation, with postage thereon prepaid, and
such notice shall be deemed to be given at the time when the same shall be
deposited in the United States mail. Unless written notice by mail is required
by law, written notice may also be given by telegram, cable, facsimile,
commercial delivery service, telex or similar means, addressed to such director
or stockholder at the address thereof as such address appears on the records of
the Corporation, in which case such notice shall be deemed to be given when
delivered into
 
                                        7
 
<PAGE>   11
 
 
 
the control of the persons charged with effecting such transmission, the
transmission charge to be paid by the Corporation or the person sending such
notice and not by the addressee. Oral notice or other in-hand delivery (in
person or by telephone) shall be deemed given at the time it is actually given.
 
      5.2 WAIVER OF NOTICE. Whenever notice is required to be given under the
provisions of law, the certificate of incorporation or these by-laws, a written
waiver thereof, signed by the person entitled to notice, whether before or after
the time stated therein, shall be deemed equivalent to notice. Attendance of a
person at a meeting shall constitute a waiver of notice of such meeting, except
when the person attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened. Neither the business to be transacted at,
nor the purpose of, any meeting of the stockholders, directors or members of a
committee of the board of directors need be specified in any written waiver of
notice.
 
 
SECTION 6  OFFICERS AND AGENTS.
 
      6.1 ENUMERATION; QUALIFICATION. The officers of the Corporation shall
consist of a President, a Treasurer, a Secretary and such other officers, if
any, as the board of directors from time to time may in its discretion elect or
appoint, including a Chairman of the Board, a Chief Executive Officer, a Chief
Financial Officer , a Chief Legal Officer and one or more Vice Presidents,
Assistant Treasurers and Assistant Secretaries. Any officer may be, but none
need be, a director or stockholder. Any two or more offices may be held by the
same person. Any officer may be required by the board of directors to secure the
faithful performance of the officer's duties to the Corporation by giving bond
in such amount and with sureties or otherwise as the board of directors may
determine.
 
      6.2 ELECTION. The board of directors shall choose a President, a Secretary
and a Treasurer at the first meeting of the board following each annual meeting
of stockholders. Other officers may be appointed by the board of directors at
such meeting, at any other meeting or by written consent. At any time or from
time to time, the directors may delegate to any officer their power to elect or
appoint any other officer or any agents.
 
      6.3 TENURE. Except as otherwise provided by law, the certificate of
incorporation or these by-laws, each officer shall hold office until a successor
is elected and qualified, unless a shorter period shall have been specified in
the vote approving the officer's election or appointment, or until the officer
sooner dies, resigns or is removed. Each agent of the Corporation shall retain
authority at the pleasure of the directors, or the officer by whom the agent was
appointed or by the officer who then holds agent appointive power.
 
      6.4 POWERS. Subject to law, the certificate of incorporation and these
by-laws, each officer shall have, in addition to the duties and powers herein
set forth, such duties and powers as are commonly incident to the officer's
office and such additional duties and powers as the board of directors may from
time to time designate.
 
      6.5 PRESIDENT. If there is no Chief Executive Officer, the President of
the Corporation shall be the chief executive officer of the Corporation. The
President shall, when and in the absence of a Chairman of the Board, preside at
all meetings of the stockholders and at all meetings of the board of directors.
The President may sign all authorized contracts in the name of the Corporation,
shall have general charge and supervision of the business of the Corporation,
subject to the control of the board of directors and shall be the medium of
communication of the board of directors and any board committee of reports,
proposals and recommendations for their respective consideration or action. The
President may sign certificates representing capital stock of the Corporation as
provided in Subsection 7.1, and the President shall do and
 
                                        8
 
<PAGE>   12
 
 
 
perform such other duties as may be assigned from time to time by the board of
directors. All officers shall report to the President or according to the
President's direction in respect of any matters within the President's
jurisdiction. The board of directors may delegate from time to time certain or
all of the aforesaid powers and responsibilities to the Chief Executive Officer,
if any.
 
      6.6 VICE PRESIDENT. The Vice President, or if there shall be more than
one, the Vice Presidents in the order determined by the board of directors,
shall, in the absence or disability of the President, perform the duties and
exercise the powers of the President and shall perform such other duties and
have such other powers as the board of directors may from time to time
prescribe. If a Vice President is designated as the chief operating officer of
the Corporation, then such Vice President shall be deemed to be the most senior
Vice President of the Corporation.
 
      6.7    SECRETARY AND ASSISTANT SECRETARIES.
 
             (a) The Secretary shall attend all meetings of the board of
      directors and all meetings of the stockholders and record all the
      proceedings of the meetings of the stockholders and of the board of
      directors in a book to be kept for that purpose and shall perform like
      duties for the standing committees when required. The Secretary shall
      give, or cause to be given, notice of all meetings of the stockholders and
      special meetings of the board of directors, and shall perform such other
      duties as may be prescribed by the board of directors or the Chief
      Executive Officer (or if there is no Chief Executive Officer, the
      President), under whose supervision the Secretary shall be. The Secretary
      shall keep in safe custody the seal of the Corporation and, when
      authorized by the board of directors, affix the same to any instrument
      requiring it and, when so affixed, it shall be attested by his signature
      or by the signature of an Assistant Secretary.
 
             (b) The Assistant Secretary, or if there be more than one, the
      Assistant Secretaries in the order determined by the board of directors,
      shall, in the absence or disability of the Secretary, perform the duties
      and exercise the powers of the Secretary and shall perform such other
      duties and have such other powers as the board of directors may from time
      to time prescribe.
 
      6.8    TREASURER AND ASSISTANT TREASURERS.
 
             (a) If there is no Chief Financial Officer, the Treasurer shall be
      the chief financial officer of the Corporation. The Treasurer shall have
      the custody of the corporate funds and securities and shall keep full and
      accurate accounts of receipts and disbursements in books belonging to the
      Corporation and shall deposit all moneys and other valuable effects in the
      name and to the credit of the Corporation in such depositories as may be
      designated by the board of directors. The Treasurer shall disburse funds
      of the Corporation as may be ordered by the board of directors, taking
      proper vouchers for such disbursements, and shall render to the Chief
      Executive Officer (or if there is no Chief Executive Officer, the
      President) and the board of directors, at its regular meetings, or when
      the board of directors so requires, an account of all such officer's
      transactions as Treasurer and of the financial condition of the
      Corporation. If required by the board of directors, the Treasurer shall
      give the Corporation a bond (which shall be renewed as and when required)
      in such sum and with such surety and sureties as shall be satisfactory to
      the board of directors for the faithful performance of the duties of the
      Treasurer's office and for the restoration of the Corporation, in case of
      the Treasurer's death, resignation or removal from office, of all books,
      papers, vouchers, money and other property of whatever kind in the
      Treasurer's possession or under the Treasurer's control belonging to the
      Corporation. The board of directors may delegate from time to time certain
      or all of the aforesaid powers and responsibilities to the Chief Financial
      Officer, if any.
 
                                        9
 
<PAGE>   13
 
 
 
             (b) The Assistant Treasurer, or if there shall be more than one,
      the Assistant Treasurers in the order determined by the board of
      directors, shall in the absence or disability of the Treasurer, perform
      the duties and exercise the powers of the Treasurer and shall perform such
      other duties and have such other powers as the board of directors may from
      time to time prescribe.
 
      6.9 RESIGNATION AND REMOVAL. Any officer may resign at any time by
delivering a resignation in writing to the Chief Executive Officer (or if there
is no Chief Executive Officer, the President), the Secretary or a meeting of the
board of directors. Such resignation shall be effective upon receipt unless
specified to be effective at some other time, and without in any case the
necessity of its being accepted unless the resignation shall so state. The board
of directors may, by a majority vote, at any time remove any officer either with
or without cause. The board of directors may at any time terminate or modify the
authority of any agent. No officer resigning and (except where a right to
receive compensation shall be expressly provided in a duly authorized written
agreement with the Corporation) no officer removed shall have any right to any
compensation as such officer for any period following the officer's resignation
or removal, or any right to damages on account of such removal, whether the
officer's compensation be by the month or by the year or otherwise, unless in
the case of a resignation, the directors, or in the case of removal, the body
acting on the removal, shall in their or its discretion provide for
compensation.
 
      6.10 VACANCIES. The board of directors may fill any vacancy occurring in
any office for any reason and may, in its discretion, leave unfilled for such
period as it may determine any offices other than those of the President, the
Treasurer and the Secretary. Each such successor shall hold office for the
unexpired term of the predecessor and until a successor is elected and
qualified, or in each case until such officer sooner dies, resigns or is
removed.
 
 
SECTION 7  CAPITAL STOCK.
 
      7.1 STOCK CERTIFICATES. Each stockholder shall be entitled to a
certificate stating the number and the class and the designation of the class
and series, if any, of the shares held by the stockholder, in such form as
shall, in conformity to law, the certificate of incorporation and the by-laws,
be prescribed from time to time by the board of directors. Such certificate
shall be signed by, or in the name of the Corporation by, (a) the Chief
Executive Officer, the President or a Vice President and (b) the Chief Financial
Officer, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary. Any of the signatures on the certificate may be facsimiles. In case
an officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed on such 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 the signatory were such
officer, transfer agent, or registrar at the time of its issue.
 
      7.2 STOCK ISSUANCES. Unless otherwise voted by the stockholders and
subject to the provisions of the certificate of incorporation, the whole or any
part of any unissued balance of the authorized capital stock of the Corporation
or the whole or any part of any unissued balance of the authorized capital stock
of the Corporation held in its treasury may be issued, sold, transferred or
otherwise disposed of by vote of the board of directors in such manner, for such
consideration and on such terms as the board of directors may determine.
 
      7.3 STOCK TRANSFERS. Subject to any restrictions with respect to the
transfer of shares of capital stock, shares of capital stock may be transferred
on the books of the Corporation by the surrender to the Corporation or its
transfer agent of the certificate therefor properly endorsed or accompanied by a
written assignment and power of attorney properly executed, with necessary
transfer stamps affixed, and with such
 
                                       10
 
<PAGE>   14
 
 
 
proof of the authenticity of signature as the board of directors or the transfer
agent of the Corporation may reasonably require. Except as may be otherwise
required by law, the certificate of incorporation or these by-laws, the
Corporation shall be entitled to treat the record holder of capital stock as
shown on its books as the owner of such capital stock for all purposes,
including the payment of dividends and the right to receive notice and to vote
or to give any consent with respect thereto and to be held liable for such calls
and assessments, if any, as may lawfully be made thereon, regardless of any
transfer, pledge or other disposition of such capital stock until the shares
have been properly transferred on the books of the Corporation. It shall be the
duty of each stockholder to notify the Corporation of the stockholder's post
office address.
 
      7.4 LOST, STOLEN OR DESTROYED CERTIFICATES. The board of directors may
direct a new certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the Corporation alleged to
have been lost, stolen or destroyed, upon the making of an affidavit of that
fact by the person claiming the certificate of stock to be lost, stolen or
destroyed. When authorizing such issue of a new certificate or certificates, the
board of directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or destroyed
certificate or certificates, or such owner's legal representative, to advertise
the same in such manner as it shall require and/or to give the Corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the Corporation with respect to the certificate alleged to have
been lost, stolen or destroyed.
 
      7.5 RECORD DATE. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
adjournment thereof or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the board of directors may fix, in advance, a record date,
which shall not be more than sixty days nor less than ten days before the date
of such meeting, nor more than sixty days prior to any other action to which
such record date relates. A determination of stockholders of record entitled to
notice of or to vote at a meeting of stockholders shall apply to any adjournment
of the meeting; provided, however, that the board of directors may fix a new
record date for the adjourned meeting. If no record date is fixed:
 
             (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 day next preceding the day on which notice is given, or,
      if notice is waived, at the close of business on the day next preceding
      the day on which the meeting is held;
 
             (b) the record date for determining stockholders entitled to
      express consent to corporate action in writing without a meeting, when no
      prior action by the board of directors is necessary, shall be the day on
      which the first written consent is expressed; and
 
             (c) the record date for determining stockholders for any other
      purpose shall be at the close of business on the day on which the board of
      directors adopts the resolution relating to such purpose.
 
 
SECTION 8  GENERAL PROVISIONS.
 
      8.1 FISCAL YEAR. The fiscal year of the Corporation shall begin on the
first day of July in each calendar year and shall end on the last day of June in
the immediately following calendar year.
 
      8.2 SEAL. The board of directors may, by resolution, adopt a corporate
seal. The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization and the word "Delaware."
 
                                       11
 
<PAGE>   15
 
 
 
The seal may be used by causing it or a facsimile thereof to be impressed or
affixed or reproduced or otherwise. The seal may be altered from time to time by
the board of directors.
 
      8.3 DIVIDENDS. Dividends upon the capital stock of the Corporation may be
declared by the board of directors at any regular or special meeting or by
written consent, pursuant to law. Dividends may be paid in cash, property or
shares of the capital stock, subject to the provisions of the certificate of
incorporation. Before payment of any dividend, there may be set aside out of any
funds of the Corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the directors shall think conducive to the interest of the
Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.
 
      8.4 CHECKS. All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers or such other person or persons as
the board of directors may from time to time designate.
 
      8.5 VOTING OF SECURITIES. Except as the directors may otherwise designate,
the Chief Executive Officer, the President, the Chief Financial Officer, the
Treasurer or the Chief Legal Officer may waive notice of, and act as, or appoint
any person or persons to act as, proxy or attorney-in-fact for the Corporation
(with or without power of substitution) at any meeting of stockholders of any
other corporation or organization of which the Corporation holds securities.
 
      8.6 EVIDENCE OF AUTHORITY. A certificate of the Secretary, an Assistant
Secretary or a temporary Secretary as to any action taken by the stockholders,
the board of directors or a committee thereof, or any officer or representative
of the Corporation shall be conclusive evidence of such action as to all persons
who rely on the certificate in good faith.
 
      8.7    INTERESTED PARTIES.
 
             (a) 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 the Corporation's 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 that authorizes the contract or transaction, or solely because the
      vote of any such person is counted for such purpose, if:
 
             (1)  the material facts as to the relationship or interest of the
                  director or officer and the contract or transaction are
                  disclosed or known to the board of directors or the committee,
                  and the board or committee in good faith authorizes the
                  contract or transaction by the affirmative vote of a majority
                  of the disinterested directors, even though the disinterested
                  directors do not constitute a quorum;
 
             (2)  the material facts as to the relationship or interest of the
                  director or officer and the contract or transaction are
                  disclosed or 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
 
 
                                       12
 
<PAGE>   16
 
 
 
             (3)  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.
 
             (b) 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 thereof that authorizes the contract or transaction.
 
      8.8 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 by-laws.
Without limiting the generality of this provision, the singular number includes
the plural, the plural number includes the singular and the term "person"
includes both a corporation and a natural person. The term "including" as used
herein shall not be construed so as to exclude any other thing not referred to
or described..
 
      8.9 PROVISIONS ADDITIONAL TO PROVISIONS OF LAW. All restrictions,
limitations, requirements and other provisions of these by-laws shall be
construed, insofar as possible, as supplemental and additional to all provisions
of law applicable to the subject matter thereof and shall be fully complied with
in addition to such provisions of law unless such compliance shall be illegal.
 
      8.10 PROVISIONS CONTRARY TO PROVISIONS OF LAW. Any section, subsection,
subdivision, sentence, clause or phrase of these by-laws that, upon being
construed in the manner provided in Section 8.9 of these by-laws, shall be
contrary to or inconsistent with any applicable provision of law, shall not
apply so long as said provision of law shall remain in effect. Any such result
shall not affect the validity or applicability of any other portion of these
by-laws, it being hereby declared that these by-laws would have been adopted
irrespective of the fact that any one or more sections, subsections,
subdivisions, sentences, clauses or phrases of these by-laws is or are illegal.
 
 
SECTION 9  AMENDMENT OF BY-LAWS.
 
      9.1 BY BOARD OF DIRECTORS. These by-laws may be altered, amended or
repealed or new by-laws may be adopted by the affirmative vote of a majority of
the directors present at any regular or special meeting of the board of
directors at which a quorum is present.
 
      9.2 BY STOCKHOLDERS. These by-laws may be altered, amended or repealed or
new by-laws may be adopted by the affirmative vote of the holders of a majority
of the shares of capital stock of the Corporation issued, outstanding and
entitled to vote at any regular or special meeting of stockholders, provided
notice of such alteration, amendment, repeal or adoption of new by-laws shall
have been stated in the notice of such regular or special meeting.
Notwithstanding the foregoing or any other provision of law, the certificate of
incorporation or these by-laws, and notwithstanding the fact that a lesser
percentage may be specified by law, the affirmative vote of the holders of at
least seventy-five percent of the shares of the capital stock of the Corporation
issued, outstanding and entitled to vote shall be required to amend or repeal,
or to adopt any provision inconsistent with, Subsections 3.5, 3.13, 3.14 and
3.16, Section 4 or Section 9 of these by-laws.