<PAGE>
 
          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.  At any such adjourned meeting at
which a quorum shall be present, any business may be transacted which might have
been transacted at the meeting as originally called.

          SECTION 8.   Voting at Meetings.   Any holder of shares of capital
stock of the Corporation entitled to vote shall be entitled to one vote for each
such share, either in person or by proxy executed in writing by him or by his
duly authorized attorney in fact.  No proxy shall be valid after eleven months
from the date of its execution unless otherwise provided in the proxy.  Each
proxy shall be revocable unless expressly provided therein to be irrevocable and
unless it is coupled with an interest sufficient in law to support an
irrevocable power.  Stockholders of the Corporation shall not have cumulative
voting rights in the election of directors.

                                  ARTICLE III

                               Board of Directors

          SECTION 1.   General Powers.   The property, business and affairs of
the Corporation shall be managed by the Board of Directors which may exercise
all such powers of the Corporation and do all such lawful acts and things as are
not by statute or by the Certificate of Incorporation or by these By-laws
directed or required to be exercised or done by the stockholders.

          SECTION 2.   Number and Term of Office.  The number of directors that
shall constitute the whole Board of Directors shall be fixed by, and may be
increased or decreased from time to time by, the affirmative vote of a majority
of the numbers at any time constituting the Board of Directors of the
Corporation.  In the absence of such a designation, the number of directors
constituting the whole Board of Directors shall be five (5).  Directors need not
be stockholders.  Each director shall hold office for the full term of office to
which he

                                       3