<PAGE>
 
Board of Directors or by order of the Board of Directors and shall be called by
the Chairman of the Board of Directors or the Board of Directors upon the
written request of stockholders holding of record at least 80% of the
outstanding shares of stock of the Corporation entitled to vote at such meeting
as of the date of such request. Such written request shall state the purpose or
purposes for which such meeting is to be called. Business transacted at any such
special meeting shall be limited to the purposes stated in the notice.

          SECTION 4.   Notice of Meetings.   Except as otherwise expressly
required by law, notice of each meeting of stockholders, whether annual or
special, shall be given at least ten (10) days before the date on which the
meeting is to be held, to each stockholder of record entitled to vote thereat by
delivering a typewritten or printed notice thereof to him personally, or by
mailing such notice in a postage prepaid envelope directed to him at his address
as it appears on the stock book of the Corporation.  Every notice of a special
meeting of the stockholders, besides stating the time and place of the meeting,
shall state briefly the objects or purposes thereof.  Notice of any adjourned
meeting of the stockholders shall not be required to be given, except where
expressly required by law.

          SECTION 5.   Record Date.   The Board of Directors may fix, in
advance, a date as the record date for the purpose of determining stockholders
entitled to notice of, or to vote at, any meeting of stockholders, or
stockholders entitled to receive payment of any dividend or the allotment of any
rights, or in order to make a determination of stockholders for any other proper
purpose.  Such date, in any case, shall be not more than sixty days, and in case
of a meeting of stockholders not less than ten days, prior to the date on which
the particular action requiring such determination of stockholders is to be
taken.  A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.

          SECTION 6.   List of Stockholders.   It shall be the duty of the
Secretary or other officer of the Corporation who shall have charge of the stock
ledger, either directly or through a transfer agent appointed by the Board, to
prepare and make, at least ten (10) days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at such meeting, arranged in
alphabetical order.  Such list shall be open to the examination of any
stockholder at the place where said meeting is to be held for said ten (10)
days, and shall be produced and kept at the time and place of the meeting during
the whole time thereof, and subject to the inspection of any stockholder who may
be present.  The original or a duplicate stock ledger shall be the only evidence
as to who are the stockholders entitled to examine such list or the books of the
Corporation or to vote in person or by proxy at such meeting.

          SECTION 7.   Quorum.   At each meeting of the stockholders, the
holders of record of a majority of the issued and outstanding stock of the
Corporation entitled to vote at such meeting, present in person or by proxy,
shall constitute a quorum for the transaction of business, except where
otherwise provided by these By-laws, by the Certificate of Incorporation or by
law.  In the absence of a quorum, any officer entitled to preside at, or act as
Secretary of such meeting, shall have the power to adjourn the meeting from time
to time until a quorum shall be constituted.

                                       2