<PAGE>
 
shall be cancelled, and no new certificate or certificates shall be issued in
exchange for any existing certificate until such existing certificate shall have
been so cancelled, except in cases provided for in SECTION 5 of this ARTICLE VI.

          SECTION 2.    Classes and Series of Classes of Stock.   If the
Corporation shall be authorized to issue more than one class of stock  or more
than  one  series  of  any  class,  the  designations, preferences and relative,
participating,  optional or other special rights of each class of stock or
series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights shall be set forth in full or summarized on the face
or back of the certificate which the Corporation shall issue to represent such
class or series of stock; provided that, in lieu of the foregoing requirements,
there may be  set  forth on the  face  or back of  the Certificate which the
Corporation shall issue to represent such class or series of stock, a statement
that the Corporation will furnish without charge to each stockholder who so
requests the designations, preferences and relative, participating, optional or
other special rights of each class of stock or series thereof and the
qualifications, limitations or restrictions of such preferences and/or rights.

          SECTION 3.    Transfer of Stock.  Transfers of shares of the capital
stock of the Corporation shall be made only on the books of the Corporation by
the registered holder thereof,  or by his attorney thereunto authorized by power
of attorney duly executed and filed with the Secretary of the Corporation, or
with a transfer agent appointed as in SECTION 4 of this ARTICLE VI provided, and
on surrender of the certificate or certificates for such shares properly
endorsed and the payment of all taxes thereon.  The person in whose name shares
of stock stand on the books of the Corporation shall be deemed the owner thereof
for all purposes as regards the Corporation; provided, however, that whenever
any transfer of shares shall be made for collateral security, and not
absolutely,  such fact,  if known to the Secretary of the Corporation, shall be
so expressed in the entry of transfer.

          SECTION 4.    Regulations.   The Board may make such rules and
regulations as it may deem expedient, not inconsistent with the Certificate of
Incorporation or these By-laws, concerning  the issue, transfer and registration
of certificates for shares of the stock of the Corporation.  It may appoint, or
authorize any principal officer or officers to appoint, one or more Transfer
Agents and one or more Registrars,  and may require all certificates of stock to
bear the signature or signatures of any of them.

          SECTION 5. Lost, Destroyed or Mutilated Certificates. In case of
loss, destruction or mutilation of any certificates of stock, another
certificate or certificates may be issued in place thereof upon proof of such
loss, destruction, or mutilation and upon the giving of a bond of indemnity to
the Corporation in such form and in such sum as the Board may direct; provided,
however, that a new certificate may be issued without requiring any bond when,
in the judgment of the Board, it is proper so to do.

          SECTION 6.    Dividends.   Dividends upon the capital stock of the
Corporation, subject to the provisions of the Certificate of Incorporation, if
any, may be declared by the Board of Directors at any

                                       11