EXHIBIT 3.2
 
                                     BYLAWS
 
                                       OF
 
                         DIAGNOSTIC PRODUCTS CORPORATION
 
                            A CALIFORNIA CORPORATION
 
 
 
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                                                  TABLE OF CONTENTS
 
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ARTICLE I         OFFICES..................................................................      1
         Section 1.        Principal Executive Office......................................      1
         Section 2.        Other Offices...................................................      1
 
ARTICLE II        MEETINGS OF SHAREHOLDERS.................................................      1
         Section 1.        Place of Meetings...............................................      1
         Section 2.        Annual Meetings.................................................      1
         Section 3.        Special Meetings................................................      2
         Section 4.        Notice of Meetings of Shareholders..............................      2
         Section 5.        Quorum..........................................................      4
         Section 6.        Adjourned Meetings and Notice Thereof...........................      4
         Section 7.        Voting..........................................................      5
         Section 8.        Waiver of Notice and Consent of Absentees.......................      8
         Section 9.        Action Without a Meeting........................................      9
         Section 10.       Proxies.........................................................     11
         Section 11.       Inspectors of Election..........................................     12
         Section 12.       Nomination of Directors.........................................     13
         Section 13.       Business At Annual Meetings.....................................     13
         Section 14.       Conduct of Meetings.............................................     14
 
ARTICLE III       DIRECTORS................................................................     15
         Section 1.        Powers..........................................................     15
         Section 2.        Number and Qualification of Directors...........................     15
         Section 3.        Election and Term of Office.....................................     15
         Section 4.        Resignation and Removal of Directors............................     16
         Section 5.        Vacancies.......................................................     16
         Section 6.        Place of Meetings...............................................     16
         Section 7.        Regular Meetings................................................     17
         Section 8.        Special Meetings................................................     17
         Section 9.        Quorum; Action by Directors.....................................     17
         Section 10.       Waiver of Notice or Consent.....................................     17
         Section 11.       Adjournment.....................................................     18
         Section 12.       Meetings By Conference Telephone................................     18
         Section 13.       Action Without a Meeting........................................     18
         Section 14.       Fees and Compensation...........................................     18
         Section 15.       Committees......................................................     18
         Section 16.       Indemnification of Agents.......................................     19
         Section 17.       Loans to Directors and Officers.................................     22
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ARTICLE IV        OFFICERS.................................................................     23
         Section 1.        Officers........................................................     23
         Section 2.        Elections.......................................................     23
         Section 3.        Other Officers..................................................     23
         Section 4.        Removal and Resignation.........................................     24
         Section 5.        Vacancies.......................................................     24
         Section 6.        Chairman of the Board...........................................     24
         Section 7.        Chief Executive Officer.........................................     24
         Section 8.        President.......................................................     25
         Section 9.        Vice President..................................................     25
         Section 10.       Secretary.......................................................     25
         Section 11.       Chief Financial Officer.........................................     25
 
ARTICLE V         MISCELLANEOUS............................................................     26
         Section 1.        Inspection of Corporate Records.................................     26
         Section 2.        Checks, Drafts, etc.............................................     27
         Section 3.        Annual and Other Reports........................................     27
         Section 4.        Contracts, etc., How Executed...................................     28
         Section 5.        Certificate For Shares..........................................     28
         Section 6.        Representation of Shares of Other Corporations..................     29
         Section 7.        Inspection of Bylaws............................................     29
         Section 8.        Seal............................................................     30
         Section 9.        Construction and Definitions....................................     30
 
ARTICLE VI        ADOPTION, AMENDMENT OR REPEAL............................................     30
         Section 1.        Power of Shareholders...........................................     30
         Section 2.        Power of Directors..............................................     30
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                                       ii
 
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                                     BYLAWS
 
                                       OF
 
                         DIAGNOSTIC PRODUCTS CORPORATION
 
                            A CALIFORNIA CORPORATION
 
                                    ARTICLE I
 
                                     OFFICES
 
         Section 1.        Principal Executive Office.
 
         The principal executive office of the corporation shall be located at
such place as the board of directors shall from time to time determine.
 
         Section 2.        Other Offices.
 
         Other business offices may at any time be established by the board of
directors at any place or places where the corporation is qualified to do
business.
 
                                   ARTICLE II
 
                            MEETINGS OF SHAREHOLDERS
 
         Section 1.        Place of Meetings.
 
         All meetings of shareholders shall be held at the principal executive
office of the corporation or at any other place within or without the State of
California which may be designated either by the board of directors or by the
shareholders in accordance with these bylaws.
 
         Section 2.        Annual Meetings.
 
         The board of directors by resolution shall designate the time, place
and date (which shall be in the case of the first annual meeting, not more than
15 months after the organization of the corporation and, in the case of all
other annual meetings, no more than 15 months after the date of the last annual
meeting) of the annual meeting of the shareholders for the election of directors
and the transaction of any other business properly brought before the meeting in
accordance with these bylaws.
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         Section 3.        Special Meetings.
 
         Special meetings of the shareholders, for the purpose of taking any
action which is within the powers of the shareholders, may be called by the
chairman of the board, the chief executive officer, the president, or the board
of directors, or by the holders of shares entitled to cast not less than ten
percent of the votes at the meeting. For a special meeting of the shareholders
to be properly called by any shareholder(s) pursuant to the preceding sentence,
the shareholders(s) calling the meeting must have given timely notice thereof in
writing to the secretary of the corporation and the business proposed to be
conducted at such meeting must otherwise be a proper matter for shareholder
action.
 
         To be timely, such notice shall be delivered to the secretary at the
principal executive offices of the corporation not later than 60 days nor
earlier than 75 days prior to the date of the meeting proposed by the
shareholder(s) calling the meeting. Such notice shall set forth (a) the proposed
date and time of the meeting; (b) as to each person whom the shareholder(s)
calling the meeting proposes to nominate for election or reelection as a
director, all information relating to such nominee that is required to be
disclosed in a solicitation of proxies for election of directors in an election
contest, or that is otherwise required, in each case pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended (or any successor thereto)
(the "Proxy Rules") and Rule 14a-11 thereunder (or any successors thereto)
(including such nominee's written consent to be named in the proxy statement as
a nominee and to serve as a director if elected); (c) as to any other business
that the shareholder(s) calling the meeting proposes to bring before the
meeting, a brief description of such business, the reasons for conducting such
business at the meeting and any material interest in such business of such
shareholder(s) and any other person or entity, if any, on whose behalf the
proposal is made; and (d) as to any shareholder(s) giving the notice (i) the
name and address of such shareholder(s), as they appear on the corporation's
books and (ii) the class and number of shares of the corporation that are owned
beneficially and of record by such shareholder(s). Upon notice meeting the
requirements of this Section 3 by any shareholder(s) entitled to call a special
meeting of shareholders, the corporation shall cause notice to be given to
shareholders entitled to vote that a meeting will be held. Notice of special
meetings shall be given in the manner set forth in Section 4 of Article II of
these bylaws.
 
         Section 4.        Notice of Meetings of Shareholders.
 
         (a)      Written notice of each meeting of shareholders, whether annual
or special, shall be given to each shareholder entitled to vote thereat, either
personally or by first class mail or by other means of written communication,
charges prepaid, addressed to such shareholder at the address of such
shareholder appearing on the books of the corporation or given by such
shareholder to the corporation for the purpose of notice. If any notice
addressed to the shareholder 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 shareholder at such address, all future mailing of the same shall be
available for the shareholder upon written demand of the shareholder at the
principal executive
 
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office of the corporation for a period of one year from the date of the giving
of the notice to all other shareholders. If no address appears on the books of
the corporation or is given by the shareholder to the corporation for the
purpose of notice, notice shall be deemed to have been given to such shareholder
if given either personally or by first class mail or other means of written
communication addressed to the place where the principal executive office of the
corporation is located, or by publication at least once in a newspaper of
general circulation in the county in which the principal executive office is
located.
 
         (b)      All such notices shall be given not less than ten days nor
more than 60 days before the meeting to each shareholder entitled to vote
thereat. Any such notice shall be deemed to have been given at the time when
delivered personally or deposited in the mail or sent by other means of written
communication. An affidavit of mailing of any such notice in accordance with the
foregoing provisions, executed by the secretary, assistant secretary or any
transfer agent of the corporation shall be prima facie evidence of the giving of
the notice.
 
         (c)      All such notices shall state the place, date and hour of such
meeting. In the case of a special meeting such notice shall also state the
general nature of the business to be transacted at such meeting, and no other
business may be transacted thereat. In the case of an annual meeting, such
notice shall also state those matters which the board of directors at the time
of the mailing of the notice intends to present for action by the shareholders,
but, subject to the provisions of subsection (d) of this Section 4 and Sections
12 and 13 of this Article II, any proper matter may be presented at an annual
meeting of shareholders though not stated in the notice.
 
         (d)      Unless the general nature of a proposal to be approved by the
shareholders relating to the following matters is stated in the notice or in a
written waiver of notice, any such shareholders approval will require unanimous
approval of all shareholders entitled to vote:
 
                  (1)      A proposal to approve a contract or other transaction
between the corporation and one or more of its directors or any corporation,
firm or association in which one or more of its directors has a material
financial interest or is also a director;
 
                  (2)      A proposal to amend the articles of incorporation;
 
                  (3)      A proposal to approve the principal terms of a
reorganization as defined in Section 181 of the General Corporation Law;
 
                  (4)      A proposal to elect voluntarily to wind up and
dissolve the corporation; and
 
                  (5)      If the corporation has both preferred and common
shares outstanding and the corporation is in the process of winding up a
proposal to adopt a plan of distribution of shares, obligations or securities of
any other corporation, domestic or foreign, or assets other than money which is
not in accordance with the liquidation rights of the preferred shares as
specified in the articles.
 
                                       3
 
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         (e)      The notice of any meeting at which directors are to be elected
shall include the names of nominees intended at the time of the notice to be
presented by the board for election.
 
         (f)      Upon request in writing that a special meeting of shareholders
be called for any proper purpose which satisfies the requirements of Section 3
of this Article II, directed to the secretary by any person (other than the
chairman, the chief executive officer, president or the board) entitled to call
a special meeting of shareholders, the officer forthwith shall cause notice to
be given to the shareholders entitled to vote that a meeting will be held at a
time requested by the person or persons calling the meeting, which meeting time
shall be not less than 35 nor more than 60 days after receipt of the request.
 
         (g)      Any previously scheduled or noticed meeting of shareholders
(other than a special meeting called by one or more shareholders) may be
cancelled by resolution of the board of directors upon public notice given by a
mailing to shareholders or a general press release prior to the date previously
scheduled for such meeting.
 
         Section 5.        Quorum.
 
         The presence in person or by proxy of the holders of a majority of the
shares entitled to vote at any meeting shall constitute a quorum for the
transaction of business. The shareholders present at a duly called or held
meeting at which a quorum is present may continue to transact business until
adjournment, notwithstanding the withdrawal of enough shareholders to leave less
than a quorum, if any action taken (other than adjournment) is approved by at
least a majority of the shares required to constitute a quorum.
 
         Section 6.        Adjourned Meetings and Notice Thereof.
 
         (a)      Any shareholders' meeting, annual or special, whether or not a
quorum is present, may be adjourned from time to time by the chairman of the
meeting or by the vote of a majority of the shares, the holders of which are
either present in person or by proxy thereat, but in the absence of a quorum no
other business may be transacted at any such meeting, except as provided in
Section 5 of this Article II.
 
         (b)      When a shareholders' meeting is adjourned to another time or
place, except as provided in this subsection (b), notice need not be given of
the adjourned meeting if the time and place thereof are announced at the meeting
at which the adjournment is taken. At the adjourned meeting the corporation may
transact any business which might have been transacted at the original meeting.
If the adjournment is for more than 45 days or if after the adjournment a new
record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each shareholder of record entitled to vote at the
meeting.
 
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         Section 7.        Voting.
 
         (a)      Voting Rights of Shares and Shareholders.
 
                  (1)      Except as provided in Section 708 of the General
Corporation Law and except as may be otherwise provided in the articles of
incorporation of this corporation, each outstanding share, regardless of class,
shall be entitled to one vote on each matter submitted to a vote of
shareholders.
 
                  (2)      Any holder of shares entitled to vote on any matter
may vote part of the shares in favor of the proposal and refrain from voting the
remaining shares or vote them against the proposal, other than elections to
office, but, if the shareholder fails to specify the number of shares such
shareholder is voting affirmatively, it will be conclusively presumed that the
shareholder's approving vote is with respect to all shares such shareholder is
entitled to vote.
 
                  (3)      Except as provided in Section 5 of this Article II or
subsection (f) of this Section 7, the affirmative vote of a majority of the
shares represented and voting at a duly held meeting at which a quorum is
present (which shares voting affirmatively also constitute at least a majority
of the required quorum) shall be the act of the shareholders, unless the vote of
a greater number or voting by classes is required by the General Corporation Law
or the articles of incorporation.
 
         (b)      Record Date Requirements.
 
                  (1)      In order that the corporation may determine the
shareholders entitled to notice of any meeting or to vote 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 other lawful action, the board
may fix, in advance, a record date, which shall not be more than 60 nor less
than 10 days prior to the date of such meeting nor more than 60 days prior to
any other action.
 
                  (2)      If no record date is fixed:
 
                           (i)      The record date for determining shareholders
entitled to notice of or to vote at a meeting of shareholders shall at the close
of business on the business day 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.
 
                           (ii)     Except as provided in Section 9 of Article
II hereof, the record date for determining shareholders entitled to give consent
to corporate action in writing without a meeting, when no prior action by the
board has been taken, shall be the day on which the first written consent is
given.
 
                                       5
 
<PAGE>
 
                           (iii)    The record date for determining shareholders
for any other purpose shall be at the close of business on the day on which the
board adopts the resolution relating thereto, or the 60th day prior to the date
of such other action, whichever is later.
 
                  (3)      A determination of shareholders of record entitled to
notice of or to vote at a meeting of shareholders shall apply to any adjournment
of the meeting unless the board fixes a new record date for the adjourned
meeting, but the board shall fix a new record date if the meeting is adjourned
for more than 45 days from the date set for the original meeting.
 
                  (4)      Shareholders at the close of business on the record
date are entitled to notice and to vote or to receive the dividend, distribution
or allotment of rights or to exercise the rights, as the case may be,
notwithstanding any transfer of any shares on the books of the corporation after
the record date, except as otherwise provided in the articles of incorporation
or by agreement or in the General Corporation Law.
 
         (c)      Voting of Shares by Fiduciaries, Receivers, Pledgeholders and
Minors.
 
                  (1)      Subject to subdivision (3) of subsection (d) hereof,
shares held by an administrator, executor, guardian, conservator or custodian
may be voted by such holder either in person or by proxy, without a transfer of
such shares into the holder's name; and shares standing in the name of a trustee
may be voted by the trustee, either in person or by proxy, but no trustee shall
be entitled to vote shares held by such trustee without a transfer of such
shares into the trustee's name.
 
                  (2)      Shares standing in the name of a receiver may be
voted by such receiver; and shares held by or under the control of a receiver
may be voted by such receiver without the transfer thereof into the receiver's
name if authority to do so is contained in the order of the court by which such
receiver was appointed.
 
                  (3)      Subject to the provisions of Section 10 of this
Article II and except where otherwise agreed in writing between the parties, a
shareholder whose shares are pledged shall be entitled to vote such shares until
the shares have been transferred into the name of the pledgee, and thereafter
the pledgee shall be entitled to vote the shares so transferred.
 
                  (4)      Shares standing in the name of a minor may be voted
and the corporation may treat all rights incident thereto as exercisable by the
minor, in person or by proxy, whether or not the corporation has notice, actual
or constructive, of the nonage, unless a guardian of the minor's property has
been appointed and written notice of such appointment given to the corporation.
 
         (d)      Voting of Shares by Corporations.
 
                  (1)      Shares of this corporation standing in the name of
another corporation, domestic or foreign, may be voted by such officer, agent or
proxyholder as the bylaws of such
 
                                       6
 
<PAGE>
 
other corporation may prescribe or, in the absence of such provision, as the
board of such other corporation may determine or, in the absence of such
determination, by the chairman of the board, president or any vice president of
such other corporation, or by any other person authorized to do so by the
chairman of the board, president or any vice president of such other
corporation. Shares which are purported to be voted or any proxy purported to be
executed in the name of a corporation (whether or not any title of the person
signing is indicated) shall be presumed to be voted or the proxy executed in
accordance with the provisions of this subsection, unless the contrary is shown.
 
                  (2)      Shares of this corporation owned by a subsidiary of
this corporation shall not be entitled to vote on any matter.
 
                  (3)      Shares of this corporation held by this corporation
or a subsidiary of this corporation in a fiduciary capacity shall not be
entitled to vote on any matter, except to the extent that the settlor or
beneficial owner possesses and exercises a right to vote or to give this
corporation or the subsidiary of this corporation binding instructions as to how
to vote such shares.
 
         (e)      Voting of Shares Owned of Record by Two or More Persons.
 
                  (1)      If shares stand of record in the names of two or more
persons, whether fiduciaries, members of a partnership, joint tenants, tenants
in common, husband and wife as community property, tenants by the entirely,
voting trustees, persons entitled to vote under a shareholder voting agreement
or otherwise, or if two or more persons (including proxyholders) have the same
fiduciary relationship respecting the same shares, unless the secretary of the
corporation is given written notice to the contrary and is furnished with a copy
of the instrument or order appointing them or creating the relationship wherein
it is so provided, their acts with respect to voting shall have the following
effect:
 
                  (i)      If only one votes, such act binds all;
 
                  (ii)     If more than one vote, the act of the majority so
voting binds all;
 
                  (iii)    If more than one vote, but the vote is evenly split
on any particular matter, each faction may vote the securities in question
proportionately.
 
If the instrument so filed or the registration of the shares shows that any such
tenancy is held in unequal interest, a majority or even split for the purpose of
this subdivision shall be a majority or even split in interest.
 
                                       7
 
<PAGE>
 
         (f)      Election of Directors; Cumulative Voting.
 
                  (1)      Every shareholder complying with subdivision (2) and
entitled to vote in any election of directors may cumulate such shareholder's
votes and give one candidate a number of votes equal to the number of directors
to be elected multiplied by the number of votes to which the shareholder's
shares are normally entitled, or distribute the shareholder's votes on the same
principle among as many candidates as the shareholder thinks fit.
 
                  (2)      No shareholder shall be entitled to cumulate votes
(i.e., cast for any candidate a number of votes greater than the number of votes
which such shareholder normally is entitled to cast) unless such candidate or
candidates' names have been placed in nomination prior to the voting in
accordance with the provisions of Section 12 of this Article II and the
shareholder has given notice at the meeting prior to the voting of the
shareholder's intention to cumulate the shareholder's votes. If any one
shareholder has given such notice, all shareholders may cumulate their votes for
candidates in nomination.
 
                  (3)      In any election of directors, the candidates
receiving the highest number of affirmative votes of the shares entitled to be
voted for them up to the number of directors to be elected by such shares are
elected; votes against the director and votes withheld shall have no legal
effect.
 
                  (4)      Elections of directors need not be by ballot unless a
shareholder demands election by ballot at the meeting and before the voting
begins.
 
         Section 8.        Waiver of Notice and Consent of Absentees.
 
         The transactions of any meeting of shareholders, however called and
noticed and wherever held, are as valid as though had at a meeting duly held
after regular call and notice, if a quorum is present either in person or by
proxy, and if, either before or after the meeting, each of the persons entitled
to vote, 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 thereof.
All such waivers, consents and approvals shall be filed with the corporate
records or made a part of the minutes of the meeting. Attendance of a person at
a meeting shall constitute a waiver of notice of and presence at such 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 and except that attendance at a meeting is not a waiver of any right to
object to the consideration of matters required to be included in the notice but
not so included if such objection is expressly made at the meeting, provided
however that any person making such objection at the beginning of the meeting or
to the consideration of matters required to be but not included in the notice
may orally withdraw by signing a written waiver thereof or a consent to the
holding of the meeting or approval of the minutes of the meeting. Neither the
business to be transacted at nor the purpose of any annual or special meeting of
shareholders need be specified in any written waiver of notice, consent to the
holding of the meeting or approval of the minutes thereof, except as specified
in subdivisions (1) through (5) of subsection (d) of Section 4 of this Article
II.
 
                                       8
 
<PAGE>
 
         Section 9.        Action Without a Meeting.
 
         (a)      Directors may be elected without a meeting by consent in
writing, setting forth the action so taken, signed by all of the persons who
would be entitled to vote for the election of directors, provided that, a
director may be elected at any time to fill a vacancy (other than a vacancy
created by removal) by the written consent of a majority of the outstanding
shares entitled to vote for the election of directors.
 
         (b)      Any other action which under any provision of the General
Corporation Law may be taken at any annual or special meeting of the
shareholders may be taken without a meeting and without prior notice, except as
hereinafter set forth, if a consent in writing, setting forth the action so
taken, is signed by the holders of outstanding shares having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and
voted.
 
         (c)      Unless the consents of all shareholders entitled to vote have
been solicited in writing:
 
                  (1)      Notice of any shareholder approval without a meeting,
by less than a unanimous written consent, of (i) a contract or other transaction
between the corporation and one or more of its directors or any corporation,
firm or association in which one or more of its directors has a material
financial interest or is also a director, (ii) indemnification of an agent of
the corporation as authorized by Section 16 of Article III of these bylaws,
(iii) a reorganization of the corporation as defined in Section 181 of the
General Corporation Law, or (iv) if the corporation has both preferred and
common shares outstanding and the corporation is in the process of winding up,
the distribution of shares, obligations or securities of any other corporation,
domestic or foreign, or assets other than money which is not in accordance with
the liquidation rights of preferred shares, shall be given at least ten days
before the consummation of the action authorized by such approval; and
 
                  (2)      Prompt notice shall be given of the taking of any
other corporate action including the filling of a vacancy on the board of
directors approved by shareholders without a meeting by less than unanimous
written consent, to those shareholders entitled to vote who have not consented
in writing. Such notices shall be given in the manner and shall be deemed to
have been given as provided in Section 4 of Article II of these bylaws.
 
         (d)      Any shareholder giving a written consent, or the shareholder's
proxyholders, or a transferee of the shares of a personal representative of the
shareholder or their respective proxyholders, may revoke the consent by a
writing received by the corporation prior to the time that written consents of
the number of shares required to authorize the proposed action have been filed
with the secretary of the corporation, but may not do so thereafter. Such
revocation is effective upon its receipt by the secretary of the corporation.
 
                                       9
 
<PAGE>
 
         (e)      Any shareholder of record or other person or entity seeking to
have the shareholders authorize or take corporate action by written consent
shall, by written notice to the secretary, request the board of directors to fix
a record date pursuant to Section 7(b) of Article II hereof. The board of
directors may, at any time within ten (10) days after the date on which such a
request is received, adopt a resolution fixing the record date (unless a record
date has previously been fixed pursuant to Section 7(b) of Article II hereof).
If no record date has been fixed by the board of directors pursuant to Section
7(b) of Article II hereof or otherwise within ten (10) days of the date on which
such a request is received, the record date for determining shareholders
entitled to consent to corporate action in writing without a meeting, when no
prior action by the board of directors is required by applicable law, shall be
the first date on which a signed written consent setting forth the action taken
or proposed to be taken is delivered to the secretary of the corporation at its
principal place of business. Delivery shall be by hand or by certified or
registered mail, return receipt requested. If no record date has been fixed by
the board of directors and prior action by the board of directors is required by
applicable law, the record date for determining shareholders entitled to consent
to corporate action in writing without a meeting shall be at the close of
business on the date on which the board of directors adopts the resolution
taking such prior action.
 
                  In the event of the delivery, in the manner provided by this
Section 9(e), to the corporation of the requisite written consent or consents to
take corporate action and/or any related revocation or revocations, the
corporation may engage independent inspectors of elections for the purpose of
performing promptly a ministerial review of the validity of the consents and
revocations. For the purpose of permitting the inspectors to perform such
review, in the event such inspectors are appointed, no action by written consent
without a meeting shall be effective until such date as such appointed
independent inspectors certify to the corporation that the consents delivered to
the corporation in accordance herewith represent at least the minimum number of
votes that would be necessary to take the corporate action. Nothing contained in
this Section 9(e) shall in any way be construed to suggest or imply that the
board of directors or any shareholder shall not be entitled to contest the
validity of any consent or revocation thereof, whether before or after any
certification by any independent inspectors, or to take any other action
(including, without limitation, the commencement, prosecution or defense of any
litigation with respect thereto, and the seeking of injunctive relief in such
litigation).
 
                  Every written consent shall bear the date of signature of each
shareholder who signs the consent and no written consent shall be effective to
take the corporate action referred to therein unless, within sixty (60) days of
the earliest dated written consent received in accordance with this Section
9(e), a written consent or consents signed by a sufficient number of holders to
take such action are delivered to the corporation in the manner prescribed
herein.
 
                                       10
 
<PAGE>
         Section 10.       Proxies.
 
         (a)      Every person entitled to vote shares may authorize another
person or persons to act by proxy with respect to such shares. Any proxy
purporting to be signed and transmitted in accordance with the provisions of
Section 178 of the General Corporation Law shall be presumptively valid.
 
         (b)      No proxy shall be valid after the expiration of 11 months from
the date thereof unless otherwise provided in the proxy. Every proxy continues
in full force and effect until revoked by the person executing it prior to the
vote pursuant thereto, except as otherwise provided in this section. Such
revocation may be effected by a writing delivered to the corporation stating
that the proxy is revoked or by a subsequent proxy executed by the person
executing the prior proxy and presented to the meeting, or as to any meeting by
attendance at
 
such meeting and voting in person by the person executing the proxy. The dates
contained on the forms of proxy presumptively determine the order of execution,
regardless of the postmark dates on the envelopes in which they are mailed.
 
         (c)      A proxy is not revoked by the death or incapacity of the maker
unless, before the vote is counted, written notice of such death or incapacity
is received by the corporation.
 
         (d)      Except when other provision shall have been made by written
agreement between the parties, the record holder of shares which such person
holds as pledgee or otherwise as security or which belong to another shall issue
to the pledgor or to the owner of such shares, upon demand therefor and payment
of necessary expenses thereof, a proxy to vote or take other action thereon.
 
         (e)      A proxy which states that it is irrevocable is irrevocable for
the period specified therein (notwithstanding subsection (c)) when it is held by
any of the following or a nominee of any of the following:
 
                  (1)      A pledgee;
 
                  (2)      A person who has purchased or agreed to purchase or
holds an option to purchase the shares or a person who has sold a portion of
such person's shares in the corporation to the maker of the proxy;
 
                  (3)      A creditor or creditors of the corporation or the
shareholder who extended or continued credit to the corporation or the
shareholder in consideration of the proxy if the proxy states that it was given
in consideration of such extension or continuation of credit and the name of the
person extending or continuing credit;
 
                                       11
 
<PAGE>
 
                  (4)      A person who has contracted to perform services as an
employee of the corporation, if a proxy is required by the contract of
employment and if the proxy states that it was given in consideration of such
contract of employment, the name of the employee and the period of employment
contracted for;
 
                  (5)      A person designated by or under an agreement under
Section 706 of the General Corporation Law; or
 
                  (6)      A beneficiary of a trust with respect to shares held
by the trust.
 
         Notwithstanding the period of irrevocability specified, the proxy
becomes revocable when the pledge is redeemed, the option or agreement to
purchase is terminated or the seller no longer owns any shares of the
corporation or dies, the debt of the corporation or the shareholder is paid, the
period of employment provided for in the contract of employment has terminated,
the agreement under Section 706 of the General Corporation Law has terminated,
or the person ceases to be a beneficiary of the trust. In addition to the
foregoing clauses (1) through (5), a proxy may be made irrevocable
(notwithstanding subsection (c)) if it is given to secure the performance of a
duty or to protect a title, either legal or equitable, until the happening of
events which, by its terms discharge the obligations secured by it.
 
         (f)      A proxy may be revoked notwithstanding a provision making it
irrevocable, by a transferee of shares without knowledge of the existence of the
provision unless the existence of the proxy and its irrevocability appears on
the certificate representing such shares.
 
         Section 11.       Inspectors of Election.
 
         (a)      In advance of any meeting of shareholders, the board of
directors may appoint inspectors of election to act at such meeting and any
adjournment thereof. If inspectors of election are not so appointed, or if any
persons so appointed fail to appear or refuse to act, the chairman of any such
meeting may, and on the request of any shareholder or his proxy shall, appoint
inspectors of election (or persons to replace those who so fail or refuse) at
the meeting. The number of inspectors shall be either one or three. If appointed
at a meeting on the request of one or more shareholders or proxies, the majority
of shares represented in person or by proxy shall determine whether one or three
inspectors are to be appointed.
 
         (b)      The inspectors of election shall determine the number of
shares outstanding and the voting power of each, the shares represented at the
meeting, the existence of a quorum and the authenticity, validity and effect of
proxies, receive votes, ballots or consents, hear and determine all challenges
and questions in any way arising in connection with the right to vote, count and
tabulate all votes or consents, determine when the polls shall close, determine
the result and do such acts as may be proper to conduct the election or vote
with fairness to all shareholders.
 
                                       12
 
<PAGE>
 
         (c)      The inspectors of election shall perform their duties
impartially, in good faith, to the best of their ability and as expeditiously as
is practical. If there are three inspectors of election the decision, act or
certificate of a majority is effective in all respects as the decision, act or
certificate of all. Any report or certificate made by the inspectors of election
is prima facie evidence of the facts stated therein.
 
         Section 12.       Nomination of Directors.
 
         Subject to the rights of holders of any outstanding preferred stock,
only persons who are nominated in accordance with the following procedures
shall be eligible for election as directors of the corporation. Nominations for
election of directors at an annual meeting of shareholders may be made either by
the board of directors or by any shareholder who is a shareholder of record on
the date of the giving of the notice provided for in this Section 12 and on the
record date for the determination of shareholders entitled to vote at such
annual meeting. An eligible shareholder may nominate persons for election as
directors at an annual meeting of shareholders only if such shareholder has
caused proper written notice with respect thereto to be delivered to, or mailed
and received at, the principal executive offices of the corporation not more
than 90 nor less than 60 days prior to the first anniversary of the day on which
notice of the date of the prior year's annual meeting was mailed. For such
notice by an eligible shareholder to be proper, such notice shall set forth: (a)
the name and business or residential address of the shareholder who intends to
make the nomination and of the person or persons to be nominated; (b) the
principal occupation or employment of the shareholder; (c) the class and number
of shares of capital stock of the corporation that are owned beneficially and of
record by such shareholder; (d) a representation that such shareholder intends
to appear in person or by proxy as a holder of record at the meeting to nominate
the person or persons specified in the notice; (e) a description of all
arrangements or understandings between such shareholder and each nominee
proposed by the shareholder and any other person or persons (identifying such
person or persons) pursuant to which the nomination or nominations are to be
made by the shareholder; (f) the principal occupation or employment of, and the
classes and number of shares of capital stock of the corporation that are owned
beneficially and of record by, the person or persons to be nominated and such
other information regarding each nominee proposed by such shareholder as would
be required to be included in a proxy statement pursuant to the Proxy Rules; and
(g) the consent of each nominee to serve as a director of the corporation if so
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 12. If the facts show that a nomination was not made in accordance with
the foregoing provisions, the chairman of the meeting shall so determine and
declare to the meeting, whereupon the defective nomination shall be disregarded.
 
         Section 13.       Business At Annual Meetings.
 
         No business may be transacted at an annual meeting of shareholders
other than business that is (i) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the board of directors, (ii)
otherwise properly brought before the annual meeting by
 
                                       13
 
<PAGE>
 
or at the direction of the board of directors or (iii) otherwise properly
brought before the annual meeting by a shareholder who (y) is a shareholder of
record on the date of the giving of the notice provided for in this Section 13
and on the record date for the determination of shareholders entitled to vote at
such annual meeting and (z) complies with the notice procedures set forth in
this Section 13. An eligible shareholder may bring business before an annual
meeting only if such shareholder has caused proper written notice with respect
thereto to be delivered to, or mailed and received at, the principal executive
offices of the corporation not more than 90 days nor less than 60 days prior to
the first anniversary of the day on which notice of the date of the prior year's
annual meeting was mailed. For such notice by an eligible shareholder to be
proper, such notice must set forth as to each matter such shareholder proposes
to bring before the annual meeting: (a) a brief description of the business
desired to be brought before the meeting and the reasons for conducting such
business at the meeting; (b) the name and business or residential address of the
shareholder who intends to propose such business; (c) the class and number of
shares of capital stock of the corporation that are owned beneficially and of
record by such shareholder; (d) a description of all arrangements or
understandings between such shareholder and any other person or persons
(including their names) in connection with the proposal of such business by such
shareholder and any material interest of the shareholder or such other persons
in such business; (e) any other information that is required by the Proxy Rules
to be provided by the shareholder in his capacity as a proponent of a
stockholder proposal; and (f) a representation that such shareholder intends to
appear in person or by proxy at the annual meeting to bring such business before
the meeting.
 
         No business shall be conducted at the annual meeting of shareholders
except business brought before the annual meeting in accordance with the
procedures set forth in this Section 13, provided, however, that once business
has been properly brought before the annual meeting in accordance with such
procedures, nothing in this Section 13 shall be deemed to preclude discussions
by any shareholder of any such business. If the chairman of an annual meeting
determines that business was not properly brought before the annual meeting in
accordance with the foregoing procedures, the chairman shall declare to the
meeting that the business was not properly brought before the meeting and such
business shall not be transacted.
 
         Notwithstanding the foregoing provisions of this Section 13, a
shareholder shall also comply with all applicable requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and the rules and
regulations thereunder with respect to the matters set forth in this Section 13.
Nothing in this Section 13 shall be deemed to affect any rights of shareholders
to request inclusion of proposals in the Company's proxy statement pursuant to
Rule 14a-8 under the Exchange Act.
 
         Section 14.       Conduct of Meetings.
 
         At every meeting of shareholders, the chairman of the board, or, if a
chairman has not been appointed or is absent, the person appointed by the board
of directors, shall act as chairman of the meeting. The secretary, or, in his
absence, the person appointed by the chairman of the meeting, shall act as
secretary of the meeting. The chairman of the meeting shall have the
 
                                       14
 
<PAGE>
 
absolute right and authority to prescribe such rules, regulations and
procedures and to do all such acts as, in the sole judgment of such chairman,
are necessary, appropriate or convenient for the proper conduct of the meeting,
and there shall be no appeal from the ruling of the chairman. Unless and to the
extent determined by the board of directors or the chairman of the meeting,
meetings of shareholders shall not be required to be held in accordance with
rules of parliamentary procedure.
 
                                  ARTICLE III
 
                                    DIRECTORS
 
         Section 1.        Powers.
 
         Subject to the provisions of the General Corporation Law and any
limitations in the articles of incorporation of this corporation relating to
action requiring approval by the shareholders 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.
 
         Section 2.        Number and Qualification of Directors.
 
         The number of directors of the corporation shall not be less than five
(5) nor more than seven (7) until changed by amendment of the articles of
incorporation or by a bylaw amending this Section 2 duly adopted by the vote or
written consent of holders of a majority of the outstanding shares entitled to
vote; provided that a proposal to reduce the authorized number of directors to a
number less than five (5) cannot be adopted if the votes cast against its
adoption at a meeting, or the shares not consenting in the case of action by
written consent, are equal to more than 16-2/3 percent of the outstanding shares
entitled to vote. The exact number of directors shall be fixed from time to
time, within the limits specified in the articles of incorporation or in this
Section 2, by a bylaw or amendment to the bylaws duly adopted by the vote of a
majority of the shares entitled to vote represented and voting at a duly held
meeting at which a quorum is present (which shares voting affirmatively also
constitute a majority of the required quorum), or by the written consent of the
holders of a majority of the outstanding shares entitled to vote, or by
resolution of the board of directors.
 
         Subject to the foregoing provisions for changing the number of
directors, the number of directors of this corporation has been fixed at six
(6).
 
         Section 3.        Election and Term of Office.
 
         The directors shall be elected at each annual meeting of shareholders,
but if any such annual meeting is not held or the directors are not elected at
any annual meeting, the directors may be elected at any special meeting of
shareholders held for that purpose. Each director,
 
                                       15
 
<PAGE>
 
including a director elected to fill a vacancy, shall hold office until the
expiration of the term for which elected and until his successor has been
elected and qualified.
 
         Section 4.        Resignation and Removal of Directors.
 
         Any director may resign effective upon giving written notice to the
chairman of the board, the president, the secretary or the board of directors of
the corporation, unless the notice specifies a later time for the effectiveness
of such resignation. If the resignation is effective at a future time a
successor may be elected to take office when the resignation becomes effective.
Any or all of the directors may be removed without cause if such removal is
approved by the affirmative vote of a majority of the outstanding shares
entitled to vote provided that no director may be removed (unless the entire
board is removed) when the votes cast against removal or not consenting in
writing to such removal would be sufficient to elect such director if voted
cumulatively at an election at which the same total number of votes were cast
(or, if such action is taken by written consent, all shares entitled to vote
were voted) and the entire number of directors authorized at the time of the
director's most recent election were then being elected. No reduction of the
authorized number of directors shall have the effect of removing any director
prior to the expiration of his term of office.
 
         Section 5.        Vacancies.
 
         A vacancy or vacancies on the board of directors shall exist on the
death, resignation or removal of any director, or if the board declares vacant
the office of a director if he is declared of unsound mind by an order of court
or is convicted of a felony, or if the authorized number of directors is
increased or if the shareholders fail to elect the full authorized number of
directors to be voted for at any shareholders' meeting at which an election of
directors is held. Vacancies on the board of directors (except vacancies created
by the removal of a director) may be filled by action of the board in accordance
with Section 9 of this Article III or if the number of directors then in office
is less than a quorum by (1) the unanimous written consent of the directors then
in office, (2) the affirmative vote of a majority of the directors then in
office at a meeting held pursuant to notice or waivers of notice complying with
these bylaws, or (3) by a sole remaining director. The shareholders may elect a
director at any time to fill any vacancy not filled by the directors. Any such
election by written consent of shareholders (other than to fill a vacancy
created by removal, which shall require the unanimous written consent of all
shares entitled to vote for the election of directors) shall require the consent
of a majority of the outstanding shares entitled to vote.
 
         Section 6.        Place of Meetings.
 
         Regular and special meetings of the board of directors may be held at
any place within or without the State of California which has been designated in
the notice of the meeting, or, if not stated in the notice or there is no
notice, designated by resolution or by written consent of all of the members of
the board of directors. If the place of a regular or special meeting is not
 
                                       16
 
<PAGE>
 
designated in the notice or fixed by a resolution of the board or consented to
in writing by all members of the board of directors, it shall be held at the
corporation's principal executive office.
 
         Section 7.        Regular Meetings.
 
         Regular meetings of the board may be held without notice if the time
and place of the meetings are fixed in these bylaws or by resolution of the
board of directors.
 
         Section 8.        Special Meetings.
 
         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, any vice
president, the secretary or any two directors. A special meeting of the board of
directors may be held upon 48 hours' notice delivered personally or by
telephone, including a voice messaging system or technology designed to record
and communicate messages, telegraph, facsimile, electronic mail, or other
electronic means. If notice is mailed, it shall be deposited in the United
States mail at least four days before the meeting. Such mailing, facsimile or
delivery, personally or by telephone or other electronic means, as provided in
this Section 8 of Article III, shall be due, legal and personal notice to such
director. The notice shall state the time and place of a special meeting, but
need not specify the purpose of any regular or special meeting of the board of
directors.
 
         Section 9.        Quorum; Action by Directors.
 
         A majority of the authorized number of directors shall constitute a
quorum of the board for the transaction of business. Every act or decision done
or made by a majority of the directors present at a meeting duly held at which a
quorum is present is the act of the board of directors, subject to the
provisions of Section 310 (Transactions Between Corporations and Directors or
Corporations Having Interrelated Directors) and subdivision (e) of Section 317
(Indemnification of Corporate "Agent") of the General Corporation Law. A meeting
at which a quorum is initially present may continue to transact business
notwithstanding the withdrawal of directors, provided that any action taken is
approved by at least a majority of the required quorum for such meeting.
 
         Section 10.       Waiver of Notice or Consent.
 
         The transactions of any meetings of the board of directors, however
called and noticed or wherever held, shall be as valid as though had at a
meeting duly held after regular call and notice, if a quorum is present, and if
either before or after the meeting, each of the directors not present or who,
though present, has prior to the meeting or at its commencement, protested the
lack of proper notice to him, signs a written waiver of notice, or a consent to
holding the meeting, or an approval of the minutes of the meeting. All such
waivers, consents and approvals shall be filed with the corporate records or
made a part of the minutes of the meeting. A waiver of notice need not specify
the purpose of any regular or special meeting of the directors. Notices of a
meeting need not be given to any director who attends the meeting without
protesting, prior to or at the commencement, the lack of notice to such
director.
 
                                       17
 
<PAGE>
 
         Section 11.       Adjournment.
 
         A majority of the directors present, whether or not a quorum is
present, may adjourn any meeting to another time and place. If the meeting is
adjourned for more than 24 hours, notice of the adjournment to another time or
place shall be given prior to the time of the adjourned meeting to the directors
who were not present at the time of the adjournment.
 
         Section 12.       Meetings By Conference Telephone.
 
         Members of the board of directors may participate in a meeting through
use of conference telephone equipment so long as all members participating in
such meeting can hear one another, or through use of electronic video screen
communication or other communications equipment so long as the requirements of
Section 307(a)(6) of the General Corporation Law have been satisfied.
Participation by directors in a meeting in the manner provided in this section
constitutes presence in person at such meeting.
 
         Section 13.       Action Without a Meeting.
 
         Any action required or permitted to be taken by the board of directors
may be taken without a meeting, if all members of the board shall individually
or collectively consent in writing to such action. Such written consent or
consents shall be filed with the minutes of the proceedings of the board. Such
action by written consent shall have the same force and effect as a unanimous
vote of such directors.
 
         Section 14.       Fees and Compensation.
 
         Directors and members of committees may receive such compensation, if
any, for their services, and such reimbursement for expenses, as may be fixed or
determined by resolution of the board. This Section 14 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 such
services.
 
         Section 15.       Committees.
 
         The board of directors may, by resolution adopted by a majority of the
authorized number of directors, designate one or more committees, each
consisting of two or more directors, to serve at the pleasure of the board. The
board may designate one or more directors as alternate members of any committee,
who may replace any absent member at any meeting of the committee. The
appointment of members or alternate members of a committee requires the vote of
a majority of the authorized number of directors. The board may delegate to any
such committee, to the extent provided in such resolution, any of the board's
powers and authority in the management of the corporation's business and affairs
except with respect to:
 
                                       18
 
<PAGE>
 
         (a)      The approval of any action for which the General Corporation
Law also requires shareholders' approval or approval of the outstanding shares;
 
         (b)      The filling of vacancies on the board of directors or any
committee;
 
         (c)      The fixing of compensation of directors for serving on the
board or on any committee;
 
         (d)      The amendment or repeal of bylaws or the adoption of new
bylaws;
 
         (e)      The amendment or repeal of any resolution of the board which
by its express terms is not so amendable or repealable;
 
         (f)      A distribution to the shareholders of the corporation, except
at a rate or in a periodic amount or within a price range determined by the
board; and
 
         (g)      The appointment of other committees of the board or the
members thereof.
 
         The board may prescribe appropriate rules, not inconsistent with these
bylaws, by which proceedings of any such committee shall be conducted. The
provisions of these bylaws relating to the calling of meetings of the board,
notice of meetings of the board and waiver of such notice, adjournments of
meetings of the board, written consents to board meetings and approval of
minutes, action by the board by consent in writing without a meeting, the place
of holding such meetings, meetings by conference telephone or similar
communications equipment, the quorum for such meetings, the vote required at
such meetings and the withdrawal of directors after commencement of a meeting
shall apply to committees of the board and action by such committees. In
addition, any member of the committee designated by the board as the chairman or
as secretary of the committee or any two members of a committee may call
meetings of the committee. Regular meetings of any committee may be held without
notice if the time and place of such meetings are fixed by the board of
directors or the committee.
 
         Section 16.       Indemnification of Agents.
 
         (a)      Definitions. For purposes of this Section, "agent" means any
person who is or was a director, officer, employee or other agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee of agent of another foreign or domestic corporation,
partnership, joint venture, trust or other enterprise, or was a director,
officer, employee or agent of a foreign or domestic corporation that was a
predecessor corporation of the corporation or of another enterprise at the
request of such predecessor corporation; and "proceeding" means any threatened,
pending or completed action or proceeding, whether civil, criminal,
administrative or investigative.
 
         (b)      Indemnification of Directors and Officers. The corporation
shall indemnify and hold harmless each of its directors and officers, acting in
any capacity as an agent of the
 
                                       19
 
<PAGE>
 
corporation, to the fullest extent permissible under California law, as now in
effect or as hereafter amended, including those circumstances in which
indemnification would otherwise be discretionary, against any and all costs
charges, expenses, liabilities and losses (including, without limitation,
attorneys' fees, judgments, fines, amounts paid in settlement and ERISA excise
taxes or penalties, and including attorneys' fees and any expenses of
establishing a right to indemnification under this Section) reasonably incurred
or suffered by such person in connection with any proceedings, whether brought
by or in the right of the corporation or otherwise, in which such person may be
involved, as a party or otherwise, by reason of such person being or having been
an agent of the corporation, and such right of indemnification shall inure to
the benefit of such person's heirs, executors, personal representatives and
estate.
 
         Expenses incurred in defending any proceeding shall be advanced by the
corporation before the final disposition of the proceeding upon receipt of a
written undertaking by or on behalf of an agent covered by this Section to repay
the amount of the advance if it shall be determined ultimately that the agent is
not entitled to be indemnified as authorized by these bylaws, law, the articles
of incorporation or agreement.
 
         The termination of any proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere shall not, of itself, create a
presumption that a person is not entitled to indemnification hereunder. The
corporation shall determine whether a person has met the applicable standard
under California law to be permitted to indemnification hereunder by any of the
following: (i) a majority vote of a quorum consisting of directors who are not
parties to the involved proceeding, (ii) if such quorum of directors is not
obtainable, by independent legal counsel, selected by the mutual agreement of
the corporation and the person seeking indemnification, in a written opinion, or
(iii) approval by the affirmative vote of a majority of the shares of the
corporation entitled to vote; provided, that, for purposes of determining the
required quorum of any meeting of shareholders called to approve indemnification
of such person and the vote or written consent required therefor, the shares
owned by the person to be indemnified shall not be considered outstanding and
shall not be entitled to vote thereon.
 
         The rights of a person covered by this subsection (b) to bring suit
against the corporation shall include the following:
 
                  (i)  In the case of a director, if there has been no
         determination by the corporation, or if the corporation determines,
         that the director substantively would not be permitted to be
         indemnified in whole or in part under the General Corporation Law, such
         director shall have the right to bring suit seeking an initial
         determination by the court or challenging any such determination by the
         corporation or any aspect thereof, and the corporation, by this
         subsection (b), consents to service of process and to appear in any
         such proceeding. Any determination by the corporation otherwise shall
         be conclusive and binding on the corporation and such director.
 
                                       20
 
<PAGE>
 
                  (ii) If a claim for advances under this Section is not paid in
         full by the corporation within 30 days after a written demand and
         appropriate undertakings has been received by the corporation, such
         person may at any time thereafter bring suit against the corporation to
         +-recover the unpaid amount. If successful, in whole or in part, such
         person shall be entitled to be paid also the expenses of prosecuting
         such claim.
 
         In any action brought by a person to enforce a right of indemnification
hereunder, or by the corporation to recover payments by the corporation of
expenses incurred by such person in connection with a proceeding in advance of
its final disposition, the burden of proving that such person is not entitled to
be indemnified under this Section or otherwise shall be on the corporation.
Neither the failure of the corporation to have made a determination prior to the
commencement of a proceeding that indemnification of a person covered by this
Section is proper in the circumstances because such person has met the
applicable standard of conduct under the General Corporation Law, nor an actual
determination by the corporation that such person has not met the applicable
standard of conduct shall create a presumption that such person has not met the
applicable standard of conduct or, in the case of an action brought by such
person, be a defense to the action.
 
         (c)      Indemnification of Other Agents. The corporation shall have
the power, but except as provided in subsection (b) shall not be obligated, to
indemnify each of its agents to the fullest extent permissible under the General
Corporation Law, as now in effect or as hereafter amended, including those
circumstances in which indemnification would otherwise be discretionary, against
any and all costs, charges, expenses, liabilities and losses (including, without
limitation, attorneys' fees, judgments, fines and ERISA excise taxes or
penalties) reasonably incurred or suffered by such person in connection with any
proceedings, whether brought by or in the right of the corporation or otherwise,
in which such person may be involved, as a party or otherwise, by reason of such
person being or having been an agent of the corporation, and any such
indemnification shall inure to the benefit of such person's heirs, executors,
personal representatives and estate.
 
         Expenses incurred in defending any proceeding may, in the discretion of
the corporation, be advanced by the corporation before the final disposition of
the proceeding upon receipt of a written undertaking by or on behalf of an agent
covered by this Section to repay the amount of the advance if it shall be
determined ultimately that the agent is not entitled to be indemnified as
authorized by these bylaws, law, the articles of incorporation or agreement.
 
         The termination of any proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere, shall not, of itself, create a
presumption that a person is not eligible to be indemnified hereunder. The
corporation shall determine whether a person seeking indemnification hereunder
is eligible to be so indemnified and whether the corporation shall indemnify
such person or shall provide advances to such person by any of the following, at
the corporation's sole option: (i) a majority vote of a quorum consisting of
directors who are not parties to the involved proceeding; (ii) if such a quorum
is not obtainable, by independent legal
 
                                       21
 
<PAGE>
 
counsel in a written opinion; or (iii) approval by the affirmative vote of a
majority of the shares of the corporation entitled to vote represented at a duly
held meeting at which a quorum is present or by the written consent of holders
of a majority of the outstanding shares entitled to vote; provided, that, for
purposes of determining the required quorum of any meeting of shareholders
called to approve indemnification of or advances to such person and the vote or
written consent required therefor, the shares owned by the person to be
indemnified or to whom advances are to be made shall not be considered
outstanding and shall not be entitled to vote thereon. Any such determination by
the corporation shall be conclusive and binding on the corporation and such
person.
 
         (d)      Nonexclusivity of Bylaws; Nature and Extent of Rights. The
indemnification provided for in this Section 16 shall not be deemed exclusive of
any other rights to indemnification which any person may have or hereafter
acquire under any statute, provision of the articles of incorporation or bylaws,
agreement, vote of shareholders or disinterested directors or otherwise. The
right of indemnification under Section 16(b) shall be deemed to create
contractual rights in favor of persons entitled to indemnification thereunder.
The provisions of this Section 16 shall be applicable to claims commenced after
the adoption hereof, whether arising from acts or omissions occurring before or
after the adoption hereof.
 
         (e)      Amendment or Repeal. Neither the amendment nor repeal of this
Section 16, nor the adoption of any provision of the articles of incorporation
or bylaws or of any statute inconsistent with this Section 16, shall adversely
affect any right or protection of a director, officer or agent of the
corporation existing at the time of such a provision.
 
         Section 17.       Loans to Directors and Officers.
 
         (a)      The corporation shall not make any loan of money or property
to, or guarantee the obligation of, any director or officer of the corporation
or of its parent, unless the transaction or an employee benefit plan authorizing
such loans or guaranties, after disclosure of the right under such a plan to
include officers or directors, is approved by a majority of the shareholders
entitled to act thereon as provided in Section 315(g) of the General Corporation
Law.
 
         (b)      Notwithstanding subsection (a) above, if the corporation has
outstanding shares held of record by 100 or more persons (determined as provided
in Section 605 of the General Corporation Law) on the date of approval by the
board of directors, a loan or guaranty to an officer, whether or not a director,
or an employee benefit plan authorizing such a loan or guaranty to an officer,
may be approved by the board of directors alone by a vote sufficient without
counting the vote of any interested director or directors if the board of
directors determines that such a loan or guaranty or plan may reasonably be
expected to benefit the corporation.
 
         (c)      The corporation shall not make any loan of money or property
to, or guarantee the obligation of, any person upon the security of shares of
the corporation or of its parent if the corporation's recourse in the event of
default is limited to the security for the loan or guaranty,
 
                                       22
 
<PAGE>
 
unless the loan or guaranty is adequately secured without considering these
shares, or the loan or guaranty is approved by a majority of the shareholders
entitled to act thereon as provided in Section 315(g) of the General Corporation
Law.
 
         (d)      Notwithstanding subsection (a) above, the corporation may
advance money to a director or officer of the corporation or of its parent for
any expenses reasonably anticipated to be incurred in the performance of the
duties of the director or officer, provided that in the absence of the advance
the director or officer would be entitled to be reimbursed for the expenses by
the corporation, its parent, or any subsidiary.
 
         (e)      The provisions of subsection (a) above do not apply: (i) to
the payment of premiums in whole or in part by the corporation on a life
insurance policy on the life of a director or officer so long as repayment to
the corporation of the amount paid by it is secured by the proceeds of the
policy and its cash surrender value; or (ii) to any transaction, plan, or
agreement permitted under Section 408 of the General Corporation Law.
 
                                   ARTICLE IV
 
                                    OFFICERS
 
         Section 1.        Officers.
 
         The officers of the corporation shall be a chairman of the board or a
chief executive officer or a president, or all three, a secretary and a chief
financial officer. The corporation may also have, at the discretion of the board
of directors, one or more vice presidents, one or more assistant secretaries,
one or more assistant treasurers and such other officers as may be appointed in
accordance with the provisions of Section 3 of this Article IV. Any number of
offices may be held by the same person.
 
         Section 2.        Elections.
 
         The officers of the corporation, except such officers as may be
appointed in accordance with the provisions of Section 3 of this Article IV,
shall be chosen by, and shall serve at the pleasure of, the board of directors.
 
         Section 3.        Other Officers.
 
         The board of directors may appoint, and may empower the chairman of the
board or the chief executive officer or both of them 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 the bylaws or as the board of directors or such appointing officer
may from time to time determine.
 
                                       23
 
<PAGE>
 
         Section 4.        Removal and Resignation.
 
         Any officer may be removed with or without cause either by the board of
directors or, except for an officer chosen by the board, by an officer upon whom
the power of removal may be conferred by the board (subject, in each case, to
the rights, if any, of any officer under any contract of employment). Any
officer may resign at any time upon written notice to the corporation (without
prejudice however, to the rights, if any, of the corporation under any contract
to which the officer is a party). Any such resignation shall take effect upon
receipt of such notice or at any later time specified therein. If the
resignation is effective at a future time, a successor may be elected to take
office when the resignation becomes effective. Unless a resignation specifies
otherwise, its acceptance by the corporation shall not be necessary to make it
effective.
 
         Section 5.        Vacancies.
 
         A vacancy in any office because of death, resignation, removal,
disqualification or any other cause shall be filled in the manner prescribed in
the bylaws for regular appointments to such office.
 
         Section 6.        Chairman of the Board.
 
         The board of directors may, in its discretion, elect a chairman of the
board, who, unless otherwise determined by the board of directors, shall preside
at all meetings of the board of directors at which he is present and shall
exercise and perform any other powers and duties assigned to him by the board or
prescribed in the bylaws. If the office of chief executive officer is vacant,
the chairman of the board shall exercise the duties of the chief executive
officer as set forth in Section 7. He shall preside as chairman at all meetings
of the shareholders unless otherwise determined by the board of directors.
 
         Section 7.        Chief Executive Officer.
 
         Subject to any supervisory powers, if any, that may be given by the
board of directors or the bylaws to the chairman of the board, if there be such
an officer, the chief executive officer shall, subject to the control of the
board of directors, have general supervision, direction and control of the
business, affairs and officers of the corporation. Unless otherwise determined
by the board of directors, in the absence of the chairman of the board, or if
there be none, the chief executive officer shall have the powers and perform the
duties of the chairman of the board, shall have any other powers and duties that
are prescribed by the board of directors or the bylaws and he shall be primarily
responsible for carrying out all orders and resolutions of the board of
directors.
 
                                       24
 
<PAGE>
 
         Section 8.        President.
 
         The president of the corporation shall be the chief operating officer
of the corporation and shall have the responsibility for the day-to-day
operation and management of the business of the corporation, subject to the
general supervision and direction of the chief executive officer. The president
shall have such other powers and duties as may be prescribed by the board of
directors or the bylaws.
 
         Section 9.        Vice President.
 
         Each vice president shall have the powers and perform the duties that
from time to time may be prescribed for him the by board of directors or the
bylaws or the chief executive officer.
 
         Section 10.       Secretary.
 
         The secretary shall keep or cause to be kept a book of minutes of all
meetings and actions by written consent of directors, shareholders and
committees of the board of directors. The minutes of each meeting shall state
the time and place that it was held and such other information as shall be
necessary to determine whether the meeting was held in accordance with law and
these bylaws and the actions taken thereat. The secretary shall keep or cause to
be kept at the corporation's principal executive office, or at the office of its
transfer agent or registrar, a record of the shareholders of the corporation
giving the names and addresses of all shareholders and the number and class of
shares held by each. The secretary shall give, or cause to be given, notice of
all meetings of shareholders, directors and committees required to be given
under these bylaws or law, shall keep or cause the keeping of the corporate seal
in safe custody and shall have any other powers and perform any other duties
that are prescribed by the board of directors or the bylaws or the chief
executive officer. If the secretary refuses or fails to give notice of any
meeting lawfully called, any other officer of the corporation may give notice of
such meeting. The assistant secretary, or if there be more than one, any
assistant secretary may perform any or all of the duties and exercise any or all
of the powers of the secretary unless prohibited from doing so by the board of
directors, the chief executive officer or the secretary, and shall have such
other powers and perform any other duties as are prescribed for him by the board
of directors or the chief executive officer.
 
         Section 11.       Chief Financial Officer.
 
         The chief financial officer, who shall also be deemed to be the
treasurer, when a treasurer may be required, shall keep and maintain, or cause
to be kept and maintained, adequate and correct books and records of account.
The chief financial officer shall cause all money and other valuables in the
name and to the credit of the corporation to be deposited at the depositories
designated by the board of directors or by any person authorized by the board of
directors to designate such depositories. He shall render to the chief executive
officer and board of directors when requested by either of them, an account of
all his transactions as chief financial officer and of the financial condition
of the corporation; and shall have any other powers and perform any
 
                                       25
 
<PAGE>
 
other duties that are prescribed by the board of directors or the bylaws or the
chief executive officer. The assistant treasurer, or if there be more than one,
any assistant treasurer, may perform any or all of the duties and exercise any
or all of the powers of the chief financial officer unless prohibited from doing
so by the board of directors, the chief executive officer or the chief financial
officer, and shall have such other powers and perform any other duties as are
prescribed for him by the board of directors, the chief executive officer or the
chief financial officer.
 
                                    ARTICLE V
 
                                  MISCELLANEOUS
 
         Section 1.        Inspection of Corporate Records.
 
         The accounting books and records and record of shareholders, and
minutes of proceedings of the shareholders and the board and committees of the
board of this corporation or a subsidiary of this corporation shall be open to
inspection upon the written demand on the corporation of any shareholder or
holder of a voting trust certificate at any time during usual business hours,
for a purpose reasonably related to such holder's interests as a shareholder or
as the holder of such voting trust certificate. Such inspection by a shareholder
or holder of a voting trust certificate may be made in person or by agent or
attorney, and the right of inspection includes the right to copy and make
extracts.
 
         The corporation shall keep at its principal executive office or at the
office of its transfer agent or registrar, if either be designated and as
determined by resolution of the board of directors, a record of its
shareholders, giving the names and addresses of all shareholders and the number
and class of shares held by each shareholder.
 
         A shareholder or shareholders holding at least five percent in the
aggregate of the outstanding voting shares of the corporation or who hold at
least one percent of such voting shares and have filed a Schedule 14B with the
Securities and Exchange Commission relating to the election of directors of the
corporation shall have (in person, or by agent or attorney) the absolute right
to do either or both of the following: (a) inspect and copy the record of
shareholders' names and addresses and shareholdings during usual business hours
upon five business days' prior written demand upon the corporation or (b) obtain
from the transfer agent for the corporation, upon written demand and upon the
tender of its usual charges, a list of the shareholders' names and addresses,
who are entitled to vote for the election of directors, and their shareholdings,
as of the most recent record date for which it has been compiled or as of a date
specified by the shareholder subsequent to the date of demand. The list shall be
made available on or before the later of five business days after the demand is
received or the date specified therein as the date as of which the list is to be
compiled.
 
         Every director shall have the absolute right at any reasonable time to
inspect and copy all books, records and documents of every kind and to inspect
the physical properties of this
 
                                       26
 
<PAGE>
 
corporation and any subsidiary of this corporation. Such inspection by a
director may be made in person or by agent or attorney and the right of
inspection includes the right to copy and make extracts.
 
         Section 2.        Checks, Drafts, etc.
 
         All checks, drafts or other orders for payment of money, notes or other
evidences of indebtedness, issued in the name of or payable to the corporation,
shall be signed or endorsed by such person or persons and in such manner as,
from time to time, shall be determined by resolution of the board of directors.
The board of directors may authorize one or more officers, of the corporation to
designate the person or persons authorized to sign such documents and the manner
in which such documents shall be signed.
 
         Section 3.        Annual and Other Reports.
 
         (a)      The board of directors of the corporation shall cause an
annual report to be sent to the shareholders not later than 120 days after the
close of the fiscal year and at least 15 days, if sent by first class mail, or
35 days, if sent by third class mail, prior to the annual meeting of
shareholders. Such report shall contain a balance sheet as of the end of such
fiscal year and an income statement and statement of changes in financial
position for such fiscal year, accompanied by any report of independent
accountants or, if there is no such report, the certificate of an authorized
officer of the corporation that such statements were prepared without audit from
the books and records of the corporation.
 
         (b)      If no annual report for the last fiscal year has been sent to
the shareholders, the corporation shall, upon the request of any shareholder
made more than 120 days after the close of such fiscal year, deliver or mail to
the person making the request within 30 days thereafter the annual report for
the last year. A shareholder or shareholders holding at least five percent of
the outstanding shares of any class of the corporation may make a written
request to the corporation for an income statement of the corporation for the
three month, six month or nine month period of the current fiscal year ended
more than 30 days prior to the date of the request and a balance sheet of the
corporation as of the end of such period and, in addition, if no annual report
for the last fiscal year has been sent to shareholders, then the annual report
for the last fiscal year. The statements shall be delivered or mailed to the
person making the request within 30 days thereafter. A copy of such statements
shall be kept on file in the principal executive office of the corporation for
12 months and they shall be exhibited at all reasonable times to any shareholder
demanding an examination of them or a copy shall be mailed to such shareholder.
 
         (c)      The quarterly income statements and balance sheets referred to
in this section shall be accompanied by the report thereon, if any, of any
independent accountants engaged by the corporation or the certificate of an
authorized officer of the corporation that such financial statements were
prepared without audit from the books and records of the corporation.
 
                                       27
 
<PAGE>
 
         (d)      Unless otherwise determined by the board of directors or the
chief executive officer, the chief financial officer and any assistant treasurer
are each authorized officers of the corporation to execute the certificate that
the annual report and quarterly income statements and balance sheets referred to
in this section were prepared without audit from the books and records of the
corporation.
 
         Any report sent to the shareholders shall be given personally or by
mail or other such means of written communication, charges prepaid, addressed to
such shareholder at the address of such shareholder appearing on the books of
the corporation or given by such shareholder to the corporation for the purpose
of notice as set forth in the written request of the shareholder as provided in
this section. If any report addressed to the shareholder at the address of such
shareholder 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 report to the shareholder
at such address, all future reports shall be deemed to have been duly given
without further mailing if the same shall be available for the shareholder upon
written demand of the shareholder at the principal executive office of the
corporation for a period of one year from the date of the giving of the report
to all other shareholders. If no address appears on the books of the corporation
or is given by the shareholder to the corporation for the purpose of notice or
is set forth in the written request of the shareholder as provided in this
section, such report shall be deemed to have been given to such shareholder if
sent by mail or other means of written communication addressed to the place
where the principal executive office of the corporation is located, or if by
publication at least once in a newspaper of general circulation in the county in
which the principal executive office is located. Any such report shall be deemed
to have been given at the time when delivered personally or deposited in the
mail or sent by other means of written communication. An affidavit of mailing of
any such report in accordance with the foregoing provisions, executed by the
secretary, assistant secretary or any transfer agent of the corporation shall be
prima facie evidence of the giving of the report.
 
         Section 4.        Contracts, etc., How Executed.
 
         The board of directors, except as the bylaws or articles of
incorporation otherwise provide, may authorize any officer or officers, agent or
agents, to enter into any contract or execute any instrument in the name of and
on behalf of the corporation and such authority may be general or confined to
specific instances.
 
         Section 5.        Certificate For Shares.
 
         (a)      Every holder of shares in the corporation shall be entitled to
have a certificate signed in the name of the corporation by the chairman or vice
chairman of the board or the president or a vice president and by the chief
financial officer or any assistant treasurer or the secretary or any assistant
secretary, certifying the number of shares and the class or series of shares
owned by the shareholder. Any and all of the signatures on the certificate may
be facsimile. In case any officer, transfer agent or
 
                                       28
 
<PAGE>
 
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may be issued by the corporation with the
same effect as if such person were such officer, transfer agent or registrar at
the date of issue.
 
         (b)      Any such certificate shall also contain such legend or other
statement as may be required by Section 418 of the General Corporation Law, the
Corporate Securities Law of 1968, and any agreement between the corporation and
the issue thereof, and may contain such legend or other statement as may be
required by any other applicable law or regulation or agreement.
 
         (c)      Certificates for shares may be issued prior to full payment
thereof, under such restrictions and for such purposes, as the board of
directors or the bylaws may provide, provided, however, that any such
certificates so issued prior to full payment shall state the total amount of the
consideration to be paid therefor and the amount paid thereon.
 
         (d)      No new certificate for shares shall be issued in place of any
certificate theretofore issued unless the latter is surrendered and cancelled at
the same time; provided, however, that a new certificate may be issued without
the surrender and cancellation of the old certificate if the certificate
theretofore issued is alleged to have been lost, stolen or destroyed. In case of
any such allegedly lost, stolen or destroyed certificate, the corporation may
require the owner thereof or the legal representative of such owner to give the
corporation a bond (or other adequate security) sufficient to indemnify it
against any claim that may be made against it (including any expense or
liability) on account of the alleged loss, theft or destruction of any such
certificate or the issuances of such new certificate.
 
         Section 6.        Representation of Shares of Other Corporations.
 
         Unless the board of directors shall otherwise determine, the chairman
of the board, the chief executive officer, the president, any vice president and
the secretary of this corporation are each 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 to such officers to vote or represent
on behalf of this corporation any and all shares held by this corporation in any
other corporation or corporations may be exercised either by such officers in
person or by any person authorized to do so by proxy or power of attorney or
other document duly executed by any such officer.
 
         Section 7.        Inspection of Bylaws.
 
         The corporation shall keep at its principal executive office in
California, or if its principal executive office is not in California, at its
principal business office in California, the original or a copy of the bylaws as
amended to date, which shall be open to inspection by the shareholders at all
reasonable times during office hours. If the corporation has no office in
California it shall upon the request of any shareholder, furnish to him a copy
of the bylaws as amended to date.
 
                                       29
 
<PAGE>
 
         Section 8.        Seal.
 
         The corporation may have a corporate seal.
 
         Section 9.        Construction and Definitions.
 
         Unless the context otherwise requires, the general provisions, rules of
construction an definitions contained in the General Corporation Law shall
govern the construction of these bylaws. Without limiting the generality of the
foregoing, the masculine gender includes the feminine and neuter, the singular
number includes the plural and the plural number includes the singular, and the
term "person" includes a corporation as well as a natural person.
 
                                   ARTICLE VI
 
                          ADOPTION, AMENDMENT OR REPEAL
 
         Section 1.        Power of Shareholders.
 
         New bylaws may be adopted or these bylaws may be amended or repealed by
the affirmative vote of a majority of the outstanding shares entitled to vote or
by the written consent of shareholders entitled to vote such shares, except as
otherwise provided by law or by the articles of incorporation of this
corporation.
 
         Section 2.        Power of Directors.
 
         Subject to the right of shareholders as provided in Section 1 of this
Article VI to adopt, amend or repeal bylaws, and except for a bylaw or amendment
thereof changing the authorized number of directors, the board of directors may
adopt, amend or repeal these bylaws.
 
                                       30
 
<PAGE>
 
                            CERTIFICATE OF SECRETARY
 
         I, the undersigned, do hereby certify:
 
         (1)      That I am the duly elected and acting secretary of DIAGNOSTIC
PRODUCTS CORPORATION, a California corporation; and
 
         (2)      That the foregoing bylaws, comprising 30 pages, constitute the
bylaws of such corporation as duly adopted by the board of directors of the
corporation by unanimous written consent as of February 10, 2003.
 
Dated: February 10, 2003
 
                                    /S/ Marilyn Ziering
                                    --------------------------------
                                    Marilyn Ziering, Secretary