<PAGE>
 
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 regular or special
meeting, pursuant to law.  Dividends may be paid in cash, in property, or in
shares of the capital stock, subject to the provisions of the Certificate of
Incorporation.  Before payment of any dividend, there may be set aside out of
any funds of the Corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the directors shall think conducive to the interest of the
Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.


                                  ARTICLE VII

                            Miscellaneous Provisions
                            ------------------------

          SECTION 1.   Corporate Seal.   The seal of the Corporation shall be
circular in form with the words "Corporate SEAL Delaware" in the center and the
name of the Corporation around the margin thereof.

          SECTION 2.   Fiscal Year.   The fiscal year of the Corporation shall
end at the close of business on the 30th day of September in each year.

          SECTION 3.   Annual Reports.   The Board of Directors shall present at
each annual meeting of the stockholders a full report of the business and
condition of the Corporation.

          SECTION 4.   Execution of Contracts.   The Board may authorize any
officer or officers, agent or agents, or attorney or attorneys, to enter into
any contract or execute and deliver any instrument in the name and on behalf of
the Corporation, and such authority may be general or confined to specific
instances; and, unless so authorized by the Board or expressly authorized by
these By-laws, no officer, agent or employee shall have any power or authority
to bind the Corporation by any contract or other engagement or to pledge its
credit or to render it liable pecuniarily for any purpose or in any amount.

          SECTION 5.   Loans.  No loan shall be contracted on behalf of the
Corporation, and no negotiable paper shall be issued in its name, unless
authorized by the Board or by a committee of the Board to whom the Board has
delegated such power.

          SECTION 6.   Checks, Drafts, Etc.   All checks, drafts, bills, notes
and other negotiable instruments and orders for the payment of money issued in
the name of the Corporation, shall be signed by such officer or officers,
employee or employees, agent or agents,

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