Bylaws - Loislaw.com Inc.



                                     BYLAWS

                                       OF

                               LOISLAW.COM, INC.


                                   ARTICLE I

                               CORPORATE OFFICES

     Section 1.1    Registered Office.  The address of the Corporation's
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registered office in the State of Delaware is Corporation Trust Center, 1209
Orange Street, in the City of Wilmington County of New Castle Center 19801.  The
name of its registered agent at such address is the Corporation Trust Company.

     Section 1.2    Other Offices.   The Board of Directors may at any time
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establish other offices at any place or places where the Corporation is
qualified to do business.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     Section 2.1    Place of Meetings.   Meetings of stockholders shall be held
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at any place, within or outside the State of Delaware, designated by the Board
of Directors.  In the absence of any such designation, stockholders' meetings
shall be held at the registered office of the Corporation.

     Section 2.2    Annual Meeting.
                    -------------- 

          (a)       The annual meeting of stockholders shall be held each year
on a date and at a time designated by the Board of Directors. At the meeting,
directors shall be elected and any other proper business may be transacted.

          (b)       For nominations of persons for election to the Board of
Directors of the Corporation and the proposal of business to be transacted by
the stockholders may be made at an annual meeting of stockholders (i) pursuant
to the Corporation's notice with respect to such meeting, (ii) by or at the
direction of the Board of Directors or (iii) by any stockholder of the
Corporation who was a stockholder of record at the time of giving of the notice
provided for in this Section 2.2, who is entitled to vote at the meeting and who
has complied with the notice procedures set forth in this Section 2.2.

          (c)       Nominations of persons for election as directors of the
Corporation or other business to be properly brought before an annual meeting by
a stockholder pursuant to clause (iii) of paragraph (b) of this Section 2.2, the
stockholder must have given timely notice thereof in writing to the secretary of
the Corporation and such business must be a proper matter for stockholder action
under the Delaware General Corporation Law.  To be timely, a stockholder's
notice shall be delivered to the secretary at the principal executive offices of
the Corporation not less than 30 days nor more than 90 days prior to the first
anniversary of the preceding year's annual meeting of stockholders; provided,
however, that in the event that the date of the annual meeting is more than 

 
30 days prior to or more than 60 days after such anniversary date, notice by the
stockholder to be timely must be so delivered not earlier than the 90th day
prior to such annual meeting and not later than the close of business on the
later of the 20th day prior to such annual meeting or the 10th day following the
day on which public announcement of the date of such meeting is first made. Such
stockholder's notice shall set forth (i) as to each person whom the stockholder
proposes to nominate for election or re-election as a director all information
relating to such person that is required to be disclosed in solicitations of
proxies for election of directors, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
(the 'Exchange Act') (including such person's written consent to being named in
the proxy statement as a nominee and to serving as a director if elected); (ii)
as to any other business that the stockholder 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
stockholder and the beneficial owner, if any, on whose behalf the proposal is
made; and (iii) as to the stockholder giving the notice and the beneficial
owner, if any, on whose behalf the nomination or proposal is made:

                    (A)   The name and address of such stockholder, as they
appear on the Corporation's books, and of such beneficial owner; and

                    (B)   The class and number of shares of capital stock of the
Corporation that are owned beneficially and of record by such stockholder and
such beneficial owner.

          (d)       Only such business shall be conducted at an annual meeting
of stockholders as shall have been brought before the meeting in accordance with
the procedures set forth in this Section 2.2. The chairman of the meeting shall
determine whether a nomination or any business proposed to be transacted by the
stockholders has been properly brought before the meeting and, if any proposed
nomination or business has not been properly brought before the meeting, the
chairman shall declare that such proposed business or nomination shall not be
presented for stockholder action at the meeting.

          (e)       For purposes of this Section 2.2, 'public announcement'
shall mean disclosure in a press release reported by the Dow Jones News Service,
Associated Press or a comparable national news service or the filing of
information with the Securities and Exchange Commission via the EDGAR filing
system.

          (f)       Nothing in this Section 2.2 shall be deemed to affect any
rights of stockholders to request inclusion of proposals in the Corporation's
proxy statement pursuant to Rule 14a-8 (or any successor rule) promulgated under
the Exchange Act.

     Section 2.3    Special Meeting.
                    --------------- 

          (a)       A special meeting of the stockholders may be called at any
time by the Board of Directors, the chairman of the board, the president or the
holders of a majority of the outstanding shares of capital stock entitled to
vote on such matters properly coming before a special meeting of the
stockholders of the Corporation.

          (b)       Nominations of persons for election to the Board of
Directors may be made at a special meeting of stockholders at which directors
are to be elected pursuant to such notice of 

                                       2

 
meeting (i) by or at the direction of the Board of Directors or (ii) by any
stockholder of the Corporation who is a stockholder of record at the time of
giving of notice provided for in Section 2.5, who shall be entitled to vote at
the meeting and who complies with the notice procedures set forth in Section 
2.5.

     Section 2.4    Notice of Stockholder's Meetings; Affidavit of Notice.
                    ----------------------------------------------------- 

          (a)       All notices of meetings of stockholders shall be in writing
and shall be sent or otherwise given in accordance with this Section 2.4 of
these Bylaws not less than 10 nor more than 60 days before the date of the
meeting to each stockholder entitled to vote at such meeting (or such longer or
shorter time as is required by Section 2.5 of these Bylaws, if applicable). The
notice shall specify the place, date, and hour of the meeting, and, in the case
of a special meeting, the purpose or purposes for which the meeting is called.

          (b)       Written notice of any meeting of stockholders, if mailed, is
given when deposited in the United States mail, postage prepaid, directed to the
stockholder at his or her address as it appears on the records of the
Corporation. An affidavit of the secretary or an assistant secretary or of the
transfer agent of the Corporation that the notice has been given shall, in the
absence of fraud, be prima facie evidence of the facts stated therein.

     Section 2.5    Quorum.  The holders of a majority of the stock issued and
                    ------                                                    
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
Certificate of Incorporation.  If, however, such quorum is not present or
represented at any meeting of the stockholders, then either (a) the chairman of
the meeting or (b) a majority of the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum is present or represented.  At such adjourned meeting at
which a quorum is present or represented, any business may be transacted that
might have been transacted at the meeting as originally noticed.  If the
adjournment is for more than 30 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 stockholder of record entitled to vote at the meeting.

     Section 2.6    Conduct of Business.  The chairman of any meeting of
                    -------------------                                 
stockholders shall determine the order of business and the procedure at the
meeting, including the manner of voting and the conduct of business.

     Section 2.7    Voting.  The stockholders entitled to vote at any meeting of
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stockholders shall be determined in accordance with the provisions of Section
2.9 of these Bylaws, subject to the provisions of Sections 217 and 218 of the
Delaware General Corporation Law (relating to voting rights of fiduciaries,
pledgors and joint owners of stock and to voting trusts and other voting
agreements).  Except as may be otherwise provided in the Certificate of
Incorporation, each stockholder shall be entitled to one vote for each share of
capital stock held by such stockholder.

     Section 2.8    Waiver of Notice.  Whenever notice is required to be given
                    ----------------                                          
under any provision of the Delaware General Corporation Law or of the
Certificate of Incorporation or these Bylaws, a written waiver thereof, signed
by the person entitled to notice, whether before or after the 

                                       3

 
time stated therein, shall be deemed equivalent to notice. Attendance of a
person at a meeting shall constitute a waiver of notice of such meeting, except
when the person attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened. Neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the stockholders need be
specified in any written waiver of notice unless so required by the Certificate
of Incorporation or these Bylaws.

     Section 2.9    Record Date for Stockholder Notice.  In order that the
                    ----------------------------------                    
Corporation may determine the stockholders entitled to notice of or to vote at
any meeting of stockholders or any adjournment thereof 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 change, conversion or exchange
of stock or for the purpose of any other lawful action, the Board of Directors
may fix, in advance, a record date, which shall not be more than 60 nor less
than 10 days before the date of such meeting, nor more than 60 days prior to any
other action.  If the Board of Directors does not so fix a record date:

          (a)       The record date for determining stockholders entitled to
notice of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given, or, if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held.

          (b)       The record date for determining stockholders for any other
purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto. 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 2.10   Proxies.  Each stockholder entitled to vote at a meeting of
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stockholders may authorize another person or persons to act for such stockholder
by a written proxy, signed by the stockholder and filed with the secretary of
the Corporation, but no such proxy shall be voted or acted upon after three
years from its date, unless the proxy provides for a longer period.  A proxy
shall be deemed signed if the stockholder's name is placed on the proxy (whether
by manual signature, typewriting, telegraphic transmission or otherwise) by the
stockholder or the stockholder's attorney-in-fact.  The revocability of a proxy
that states on its face that it is irrevocable shall be governed by the
provisions of Section 212(e) of the Delaware General Corporation Law.

     Section 2.11   Stockholder Action by Unanimous Written Consent without a
                    ---------------------------------------------------------
Meeting. Unless otherwise restricted by the Certificate of Incorporation or
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these Bylaws, any action required or permitted to be taken at any meeting of the
stockholders of the Corporation may be taken without a meeting if holders of all
the shares of capital stock entitled to vote thereon consent thereto in writing.
Written consents representing actions taken by the stockholders of the
Corporation may be executed by telex, telecopy or other facsimile transmission,
and such facsimile shall be valid and binding to the same extent as if it were
an original.

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                                  ARTICLE III

                                   DIRECTORS

     Section 3.1    Powers.  Subject to the provisions of the Delaware General
                    ------                                                    
Corporation Law and any limitations in the Certificate of Incorporation or these
Bylaws relating to action required to be approved by the stockholders, 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 3.2    Number of Directors.  The number of directors constituting
                    -------------------                                       
the initial Board of Directors shall be as set forth in the Certificate of
Incorporation.  Subject to the limitations contained in the Certificate of
Incorporation, the number of directors of the Corporation shall be fixed from
time to time by resolution adopted by a vote of a majority of the entire Board
of Directors, provided that the number so fixed shall not be less than four nor
more than 15.

     Section 3.3    Election, Qualification and Term of Office of Directors.
                    -------------------------------------------------------  
Subject to the provisions of Article V of the Certificate of Incorporation
concerning a classified board of directors and except as provided in Section 3.4
of these Bylaws, the successors of the class of directors whose term expires at
that annual meeting of stockholders shall be elected to hold office until the
annual meeting of stockholders held in the third year following the year of
their election.  Directors need not be stockholders unless so required by the
Certificate of Incorporation, wherein other qualifications for directors may be
prescribed.  Each director, including a director elected to fill a vacancy,
shall hold office until his or her successor is elected and qualified or until
his or her earlier resignation or removal.  Elections of directors need not be
by written ballot.

     Section 3.4    Resignation and Vacancies.  Any director may resign at any
                    -------------------------                                 
time upon written notice to the attention of the secretary of the Corporation.
When one or more directors so resign and the resignation is effective at a
future date, a majority of the directors then in office, including those who
have so resigned, shall have the sole power to fill such vacancy or vacancies,
the vote thereon to take effect when such resignation or resignations shall
become effective.  Subject to the rights of holders of capital stock of the
Corporation pursuant to any valid and binding agreement, any vacancy occurring
on the Board of Directors created by reason of newly created directorships
resulting from the issuance of any class or series of capital stock of the
Corporation or newly created directorships resulting from any increase in the
number of directors and any vacancy occurring on the Board of Directors
resulting from death, resignation, removal or other cause shall be filled solely
by the affirmative vote of a majority of the remaining directors then in office,
even though less than a quorum of the Board of Directors, or by a sole remaining
director.  Any such director elected to fill a vacancy on the Board of Directors
shall hold such office for the remainder of the full term of the class of
directors in which the new directorship was created or the vacancy occurred and
until such director's successor shall have been elected and qualified.

     Unless otherwise provided in the Certificate of Incorporation or these
Bylaws, whenever any holders of a class or series of capital stock of the
Corporation have the right to elect one or more directors pursuant to the
Certificate of Incorporation or the provisions of any valid and binding
agreement, vacancies in directorships to which such right relates may be filled
by a majority of the directors elected by the holders of such class or classes
or series then in office, or by a sole remaining director so elected.

     If at any time, by reason of death or resignation or other cause, the
Corporation should have no directors in office, then any officer or any
stockholder or an executor, administrator, trustee or

                                       5

 
guardian of a stockholder, or other fiduciary entrusted with like responsibility
for the person or estate of a stockholder, may call a special meeting of
stockholders in accordance with the provisions of the Certificate of
Incorporation or these Bylaws, or may apply to the Court of Chancery for a
decree summarily ordering an election as provided in Section 211 of the Delaware
General Corporation Law.

     Section 3.5    Place of Meetings; Meetings by Telephone.
                    ---------------------------------------- 

     (a)  The Board of Directors of the Corporation may hold meetings, both
regular and special, either within or outside the State of Delaware.

     (b)  Unless otherwise restricted by the Certificate of Incorporation or
these Bylaws, members of the Board of Directors, or any committee designated by
the Board of Directors, may participate in a meeting of the Board of Directors,
or any committee, by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and such participation in a meeting shall constitute presence in
person at the meeting.

     Section 3.6    Regular Meetings.  Regular meetings of the Board of
                    ----------------                                   
Directors may be held without notice at such time and at such place as shall
from time to time be determined by the Board of Directors.

     Section 3.7    Special Meetings; Notice.
                    ------------------------ 

     (a)  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 or any two
directors.

     (b)  Notice of the time and place of special meetings shall be delivered
personally or by telephone to each director or sent by first-class mail or
telegram, charges prepaid, addressed to each director at that director's address
as it is shown on the records of the Corporation.  If the notice is mailed, it
shall be deposited in the United States mail at least four days before the time
of the holding of the meeting.  If the notice is delivered personally or by
telephone or by telegram, it shall be delivered personally or by telephone or to
the telegraph company at least 24 hours before the time of the holding of the
meeting.  Any oral notice given personally or by telephone may be communicated
either to the director or to a person at the office of the director who the
person giving the notice has reason to believe will promptly communicate it to
the director.  The notice need not specify the purpose or the place of the
meeting, if the meeting is to be held at the principal executive office of the
Corporation.

     Section 3.8    Quorum.  At all meetings of the Board of Directors, a
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majority of the authorized number of directors shall constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board of
Directors, except as may be otherwise specifically provided by statute or by the
Certificate of Incorporation.  If a quorum is not present at any meeting of the
Board of Directors, then the directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the meeting, until
a quorum is present.

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     A meeting at which a quorum is initially present may continue to transact
business notwithstanding the withdrawal of directors, if any action taken is
approved by at least a majority of the required quorum for that meeting.

     Section 3.9    Waiver of Notice.  Whenever notice is required to be given
                    ----------------                                          
under any provision of the Delaware General Corporation Law or of the
Certificate of Incorporation or these Bylaws, a written waiver thereof, signed
by the person entitled to notice, whether before or after the time stated
therein, shall be deemed equivalent to notice.  Attendance of a person at a
meeting shall constitute a waiver of notice of such meeting, except when the
person attends a meeting for the express purpose of objecting, at the beginning
of the meeting, to the transaction of any business because the meeting is not
lawfully called or convened.  Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the directors, or members of a
committee of directors, need be specified in any written waiver of notice unless
so required by the Certificate of Incorporation or these Bylaws.

     Section 3.10   Board Action by Written Consent without a Meeting.  Unless
                    -------------------------------------------------         
otherwise restricted by the Certificate of Incorporation or these Bylaws, any
action required or permitted to be taken at any meeting of the Board of
Directors, or of any committee thereof, may be taken without a meeting if all
members of the Board of Directors or committee, as the case may be, consent
thereto in writing and the writing or writings are filed with the minutes of
proceedings of the Board of Directors or committee.  Written consents
representing actions taken by the board or committee may be executed by telex,
telecopy or other facsimile transmission, and such facsimile shall be valid and
binding to the same extent as if it were an original.

     Section 3.11   Fees and Compensation of Directors.  Unless otherwise
                    ----------------------------------                   
restricted by the Certificate of Incorporation or these Bylaws, the Board of
Directors shall have the authority to fix the compensation of directors and no
such compensation shall preclude any director from serving the Corporation in
any other capacity and receiving compensation therefor.

     Section 3.12   Approval of Loans to Officers.  The Corporation may lend
                    -----------------------------                           
money to, or guarantee any obligation of, or otherwise assist any officer or
other employee of the Corporation or of its subsidiary, including any officer or
employee who is a director of the Corporation or its subsidiary, whenever, in
the judgment of the directors, such loan, guaranty or assistance may reasonably
be expected to benefit the Corporation.  The loan, guaranty or other assistance
may be with or without interest and may be unsecured, or secured in such manner
as the Board of Directors shall approve, including, without limitation, a pledge
of shares of stock of the Corporation.  Nothing contained in this Section 3.12
shall be deemed to deny, limit or restrict the powers of guaranty or warranty of
the Corporation at common law or under any statute.

     Section 3.13   Removal of Directors.  Subject to provisions of the Delaware
                    --------------------                                        
General Corporation Law and the rights of the holders of any shares of capital
stock of the Corporation, any director may be removed from office only for cause
and only by the affirmative vote of the holders of a majority of the combined
voting power of the then outstanding shares of voting capital stock of the
Corporation, voting together as a single class.  For purposes of this Section
3.13, 'cause' shall mean the willful and continuous failure of a director
substantially to perform such director's duties to the Corporation (other than
any such failure resulting from incapacity due to physical or mental 

                                       7

 
illness) or the willful engaging by a director in gross misconduct materially
and demonstrably injurious to the Corporation.

     Section 3.14   Chairman of the Board of Directors.  The Corporation may
                    ----------------------------------                      
also have, at the discretion of the Board of Directors, a chairman of the Board
of Directors who shall not be considered an officer of the Corporation.

                                   ARTICLE IV

                                   COMMITTEES

     Section 4.1    Committees of Directors.  The Board of Directors may, by
                    -----------------------                                 
resolution passed by a majority of the whole Board of Directors, designate one
or more committees, with each committee to consist of one or more of the
directors of the Corporation.  The Board of Directors may designate one or more
directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee.  In the absence or
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not such
member or members constitute a quorum, may unanimously appoint another member of
the Board of Directors to act at the meeting in the place of any such absent or
disqualified member.  Any such committee, to the extent provided in the
resolution of the Board of Directors or in the Bylaws of the Corporation, shall
have and may exercise all the powers and authority of the Board of Directors in
the management of the business and affairs of the Corporation, and may authorize
the seal of the Corporation to be affixed to all papers that may require it; but
no such committee shall have the power or authority to (a) amend the Certificate
of Incorporation (except that committee may, to the extent authorized in the
resolution or resolutions providing for the issuance of shares of stock adopted
by the Board of Directors as provided in Section 151(a) of the Delaware General
Corporation Law, fix the designations and any of the preferences or rights of
such shares relating to dividends, redemption, dissolution, any distribution of
assets of the Corporation or the conversion into, or the exchange of such shares
for, shares of any other class or classes or any other series of the same or any
other class or classes of stock of the Corporation or fix the number of shares
of any series of stock or authorize the increase or decrease of the shares of
any series), (b) adopt an agreement of merger or consolidation under Sections
251, 252, 254, 255, 256, 257, 258, 263 or 264 of the Delaware General
Corporation Law, (c) recommend to the stockholders the sale, lease or exchange
of all or substantially all of the Corporation's property and assets, (d)
recommend to the stockholders a dissolution of the Corporation or a revocation
of a dissolution, or (e) amend the Bylaws of the Corporation; and, unless the
Board resolution establishing the committee, the Bylaws or the Certificate of
Incorporation expressly so provide, no such committee shall have the power or
authority to declare a dividend, to authorize the issuance of stock, or to adopt
a certificate of ownership and merger pursuant to Section 253 of the Delaware
General Corporation Law.

     Section 4.2    Committee Minutes.  Each committee shall keep regular
                    -----------------                                    
minutes of its meetings and report the same to the Board of Directors when
required.

     Section 4.3    Meetings and Action of Committees.  Meetings and actions of
                    ---------------------------------                          
committees shall be governed by, and held and taken in accordance with, the
provisions of Section 3.5 (place of meetings and meetings by telephone), Section
3.6 (regular meetings), Section 3.7 (special meetings 

                                       8

 
and notice), Section 3.8 (quorum), Section 3.9 (waiver of notice), and Section
3.10 (action without a meeting) of these Bylaws, with such changes in the
context of such provisions as are necessary to substitute the committee and its
members for the Board of Directors and its members; provided, however, that the
time of regular meetings of committees may be determined either by resolution of
the Board of Directors or by resolution of the committee, that special meetings
of committees may also be called by resolution of the Board of Directors and
that notice of special meetings of committees shall also be given to all
alternate members, who shall have the right to attend all meetings of the
committee. The Board of Directors may adopt rules for the governance of any
committee not inconsistent with the provisions of these Bylaws.

                                   ARTICLE V

                                   OFFICERS

     Section 5.1    Officers.  The officers of the Corporation shall be a chief
                    --------                                                   
executive officer, a president, 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 any such other officers as may be appointed in accordance with
the provisions of Section 5.3 of these Bylaws.  Any number of offices may be
held by the same person.

     Section 5.2    Appointment of Officers.  The officers of the Corporation,
                    -----------------------                                   
except such officers as may be appointed in accordance with the provisions of
Sections 5.3 or 5.5 of these Bylaws, shall be elected by the Board of Directors,
subject to the rights, if any, of an officer under any contract of employment.

     Section 5.3    Subordinate Officers.  The Board of Directors may appoint,
                    --------------------                                      
or empower the chief executive officer or the president to appoint, such other
officers and agents 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 these Bylaws or as the Board of Directors may from time to
time determine.

     Section 5.4    Removal and Resignation of Officers.  Subject to the rights,
                    -----------------------------------                         
if any, of an officer under any contract of employment, any officer may be
removed, either with or without cause, by an affirmative vote of the majority of
the Board of Directors at any regular or special meeting of the Board of
Directors or, except in the case of an officer chosen by the Board of Directors,
by any officer upon whom such power of removal may be conferred by the Board of
Directors.

     Any officer may resign at any time by giving written notice to the
attention of the secretary of the Corporation.  Any resignation shall take
effect at the date of the receipt of that notice or at any later time specified
in that notice; and, unless otherwise specified in that notice, the acceptance
of the resignation shall not be necessary to make it effective.  Any resignation
is without prejudice to the rights, if any, of the Corporation under any
contract to which the officer is a party.

     Section 5.5    Vacancies in Offices.  Any vacancy occurring in any office
                    --------------------                                      
of the Corporation shall be filled by the Board of Directors.

                                       9

 
     Section 5.6    Chief Executive Officer.  Subject to such supervisory
                    -----------------------                              
powers, if any, as may be given by the Board of Directors to the chairman of the
board, if any, the chief executive officer of the Corporation shall, subject to
the control of the Board of Directors, have general supervision, direction, and
control of the business and the officers of the Corporation.  He or she shall
preside at all meetings of the stockholders and, in the absence or nonexistence
of a chairman of the board, at all meetings of the Board of Directors and shall
have the general powers and duties of management usually vested in the office of
chief executive officer of a corporation and shall have such other powers and
duties as may be prescribed by the Board of Directors or these Bylaws.

     Section 5.7    President.  Subject to such supervisory powers, if any, as
                    ---------                                                 
may be given by the Board of Directors to the chairman of the board (if any) or
the chief executive officer, the president shall have general supervision,
direction, and control of the business and other officers of the Corporation.
He or she shall have the general powers and duties of management usually vested
in the office of the chief operating officer of a corporation and such other
powers and duties as may be prescribed by the Board of Directors or these
Bylaws.

     Section 5.8    Vice Presidents.  In the absence or disability of the chief
                    ---------------                                            
executive officer and president, the vice presidents, if any, in order of their
rank as fixed by the Board of Directors or, if not ranked, a vice president
designated by the Board of Directors, shall perform all the duties of the
president and when so acting shall have all the powers of, and be subject to all
the restrictions upon, the president.  The vice presidents shall have such other
powers and perform such other duties as from time to time may be prescribed for
them respectively by the Board of Directors, these Bylaws, the chief executive
officer, the president or the chairman of the board.

     Section 5.9    Secretary.  The secretary shall keep or cause to be kept, at
                    ---------                                                   
the principal executive office of the Corporation or such other place as the
Board of  Directors may direct, a book of minutes of all meetings and actions of
directors, committees of directors, and stockholders.  The minutes shall show
the time and place of each meeting, the names of those present at directors'
meetings or committee meetings, the number of shares present or represented at
stockholders' meetings, and the proceedings thereof.

     The secretary shall keep, or cause to be kept, at the principal executive
office of the Corporation or at the office of the Corporation's transfer agent
or registrar, as determined by resolution of the Board of Directors, a share
register, or a duplicate share register, showing the names of all stockholders
and their addresses, the number and classes of shares held by each, the number
and date of certificates evidencing such shares, and the number and date of
cancellation of every certificate surrendered for cancellation.

     The secretary shall give, or cause to be given, notice of all meetings of
the stockholders and of the Board of Directors required to be given by law or by
these Bylaws.  He or she shall keep the seal of the Corporation, if one be
adopted, in safe custody and shall have such other powers and perform such other
duties as may be prescribed by the Board of Directors or by these Bylaws.

     Section 5.10   Chief Financial Officer.  The chief financial officer shall
                    -----------------------                                    
keep and maintain, or cause to be kept and maintained, adequate and correct
books and records of accounts of the properties and business transactions of the
Corporation, including accounts of its assets, liabilities, 

                                       10

 
receipts, disbursements, gains, losses, capital, retained earnings and shares.
The books of account shall at all reasonable times be open to inspection by any
director.

     The chief financial officer shall deposit all moneys and other valuables in
the name and to the credit of the Corporation with such depositories as may be
designated by the Board of Directors. He or she shall disburse the funds of the
Corporation as may be ordered by the Board of Directors, shall render to the
president, the chief executive officer, or the directors, upon request, an
account of all his or her transactions as chief financial officer and of the
financial condition of the Corporation, and shall have other powers and perform
such other duties as may be prescribed by the Board of Directors or the Bylaws.

     Section 5.11   Representation of Shares of Other Corporations.  The
                    ----------------------------------------------      
chairman of the board, the chief executive officer, the president, any vice
president, the chief financial officer, the secretary or assistant secretary of
this Corporation, or any other person authorized by the Board of Directors or
the chief executive officer or the president or a vice president, is 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 granted herein may be exercised
either by such person directly or by any other person authorized to do so by
proxy or power of attorney duly executed by the person having such authority.

     Section 5.12   Authority and Duties of Officers.  In addition to the
                    --------------------------------                     
foregoing authority and duties, all officers of the Corporation shall
respectively have such authority and perform such duties in the management of
the business of the Corporation as may be designated from time to time by the
Board of Directors or the stockholders.

                                   ARTICLE VI

                         INDEMNIFICATION OF DIRECTORS,
                     OFFICERS, EMPLOYEES, AND OTHER AGENTS

     Section 6.1    Indemnification of Directors and Officers.  The Corporation
                    -----------------------------------------                  
shall, to the maximum extent and in the manner permitted by the Delaware General
Corporation Law, indemnify each of its directors and officers against expenses
(including attorneys' fees), judgments, fines, settlements and other amounts
actually and reasonably incurred in connection with any proceeding, arising by
reason of the fact that such person is or was a director or officer of the
Corporation.  For purposes of this Section 6.1, a 'director' or 'officer' of the
Corporation includes any person (a) who is or was a director or officer of the
Corporation, (b) who is or was serving at the request of the Corporation as a
director or officer of another corporation, partnership, joint venture, trust or
other enterprise, or (c) who was a director or officer of a corporation which
was a predecessor corporation of the Corporation or of another enterprise at the
request of such predecessor corporation.

     Section 6.2    Indemnification of Others.  The Corporation may indemnify
                    -------------------------                                
each of its employees and agents (other than directors and officers) against
expenses  (including attorneys' fees), judgments, fines, settlements and other
amounts actually and reasonably incurred in connection with any proceeding,
arising by reason of the fact that such person is or was an employee or agent of
the Corporation.  For purposes of this Section 6.2, an 'employee' or 'agent' of
the Corporation (other than a director or officer) includes any person (a) who
is or was an employee or agent of the 

                                       11

 
Corporation, (b) who is or was serving at the request of the Corporation as an
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, or (c) who was an employee or agent of a corporation which was
a predecessor corporation of the Corporation or of another enterprise at the
request of such predecessor corporation.

     Section 6.3    Payment of Expenses in Advance.  Expenses incurred in
                    ------------------------------                       
defending any action or proceeding for which indemnification is required
pursuant to Section 6.1 or for which indemnifications permitted pursuant to
Section 6.2 following authorization thereof by the Board of Directors shall be
paid by the Corporation in advance of the final disposition of such action or
proceeding upon receipt of an undertaking by or on behalf of the indemnified
party to repay such amount if it shall ultimately be determined that the
indemnified party is not entitled to be indemnified as authorized in this
Article VI.

     Section 6.4    Indemnity Not Exclusive.  The indemnification provided by
                    -----------------------                                  
this Article VI shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any Bylaw, agreement, vote of
shareholders or disinterested directors or otherwise, both as to action in an
official capacity and as to action in another capacity while holding such
office, to the extent that such additional rights to indemnification are
authorized in the Certificate of Incorporation.

     Section 6.5    Insurance.  The Corporation may purchase and maintain
                    ---------                                            
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him or her and incurred by him or her in any such capacity, or arising out of
his or her status as such, whether or not the Corporation would have the power
to indemnify him or her against such liability under the provisions of the
Delaware General Corporation Law.

     Section 6.6    Conflicts.  No indemnification or advance shall be made
                    ---------                                              
under this Article VI, except where such indemnification or advance is mandated
by law or the order, judgment or decree of any court of competent jurisdiction,
in any circumstance where it appears:

          (a) That it would be inconsistent with a provision of the Certificate
of Incorporation, these Bylaws, a resolution of the stockholders or an agreement
in effect at the time of the accrual of the alleged cause of the action asserted
in the proceeding in which the expenses were incurred or other amounts were
paid, which prohibits or otherwise limits indemnification; or

          (b) That it would be inconsistent with any condition expressly imposed
by a court in approving a settlement.

                                       12

 
                                  ARTICLE VII

                              RECORDS AND REPORTS

     Section 7.1    Maintenance and Inspection of Records.  The Corporation
                    -------------------------------------                  
shall, either at its principal executive offices or at such place or places as
designated by the Board of Directors, keep a record of its stockholders listing
their names and addresses and the number and class of shares held by each
stockholder, a copy of these Bylaws as amended to date, accounting books, and
other records.

     Any stockholder of record, in person or by attorney or other agent, shall,
upon written demand under oath stating the purpose thereof, have the right
during the usual hours for business to inspect for any proper purpose the
corporation's stock ledger, a list of its stockholders, and its other books and
records and to make copies or extracts therefrom.  A proper purpose shall mean a
purpose reasonably related to such person's interest as a stockholder.  In every
instance where an attorney or other agent is the person who seeks the right to
inspection, the demand under oath shall be accompanied by a power of attorney or
such other writing that authorizes the attorney or other agent to so act on
behalf of the stockholder.  The demand under oath shall be directed to the
Corporation at its registered office in Delaware or at its principal place of
business.

     Section 7.2    Inspection by Directors.  Any director shall have the right
                    -----------------------                                    
to examine the Corporation's stock ledger, a list of its stockholders, and its
other books and records for a purpose reasonably related to his or her position
as a director.  The Court of Chancery is hereby vested with the exclusive
jurisdiction to determine whether a director is entitled to the inspection
sought.  The Court may summarily order the Corporation to permit the director to
inspect any and all books and records, the stock ledger, and the stock list and
to make copies or extracts therefrom.  The Court may, in its discretion,
prescribe any limitations or conditions with reference to the inspection, or
award such other and further relief as the Court may deem just and proper.

     Section 7.3    Annual Statement to Stockholders.  The Board of Directors
                    --------------------------------                         
shall present at each annual meeting, and at any special meeting of the
stockholders when called for by vote of the stockholders, a full and clear
statement of the business and condition of the Corporation.


                                 ARTICLE VIII

                                GENERAL MATTERS

     Section 8.1    Checks.  From time to time, the Board of Directors shall
                    ------                                                  
determine by resolution which person or persons may sign or endorse all checks,
drafts, other orders for payment of money, notes or other evidences of
indebtedness that are issued in the name of or payable to the Corporation, and
only the persons so authorized shall sign or endorse those instruments.

     Section 8.2    Execution of Corporate Contracts and Instruments.  The Board
                    ------------------------------------------------            
of Directors, except as otherwise provided in these Bylaws, may authorize any
officer or officers, or agent or agents, to enter into any contract or execute
any instrument in the name of and on behalf of the Corporation; such authority
may be general or confined to specific instances.  Unless so authorized 

                                       13

 
or ratified by the Board of Directors or within the agency power of an officer,
no officer, agent or employee shall have any power or authority to bind the
Corporation by any contract or engagement or to pledge its credit or to render
it liable for any purpose or for any amount.

     Section 8.3    Stock Certificates; Partly Paid Shares.  The shares of the
                    --------------------------------------                    
Corporation shall be represented by certificates, provided that the Board of
Directors of the Corporation may provide by resolution or resolutions that some
or all of any or all classes or series of its stock shall be uncertificated
shares.  Any such resolution shall not apply to shares represented by a
certificate until such certificate is surrendered to the Corporation.
Notwithstanding the adoption of such a resolution by the Board of Directors,
every holder of stock represented by certificates and upon request every holder
of uncertificated shares shall be entitled to have a certificate signed by, or
in the name of the Corporation by the chairman or vice chairman of the Board of
Directors, or the chief executive officer or the president or vice president,
and by the chief financial officer or an assistant treasurer, or the secretary
or an assistant secretary of the Corporation representing the number of shares
registered in certificate form.  Any or all of the signatures on the certificate
may be a facsimile.  In case any officer, transfer agent or registrar who has
signed or whose facsimile signature has been placed upon a certificate has
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 he or
she were such officer, transfer agent or registrar at the date of issue.  The
Corporation may issue the whole or any part of its shares as partly paid and
subject to call for the remainder of the consideration to be paid therefor.
Upon the face or back of each stock certificate issued to represent any such
partly paid shares, upon the books and records of the Corporation in the case of
uncertificated partly paid shares, the total amount of the consideration to be
paid therefor and the amount paid thereon shall be stated.  Upon the declaration
of any dividend on fully paid shares, the Corporation shall declare a dividend
upon partly paid shares of the same class, but only upon the basis of the
percentage of the consideration actually paid thereon.

     Section 8.4    Special Designation on Certificates.  If the Corporation is
                    -----------------------------------                        
authorized to issue more than one class of stock or more than one series of any
class, then the powers, the designations, the preferences, and the 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 that the Corporation shall issue to represent such class or
series of stock; provided, however, that, except as otherwise provided in
Section 202 of the Delaware General Corporation Law, in lieu of the foregoing
requirements there may be set forth on the face or back of the certificate that
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 powers, the designations, the preferences, and the 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 8.5    Lost Certificates.  Except as provided in this Section 8.5,
                    -----------------                                          
no new certificates for shares shall be issued to replace a previously issued
certificate unless the latter is surrendered to the Corporation and canceled at
the same time.  The Corporation may issue a new certificate of stock or
uncertificated shares in the place of any certificate previously issued by it,
alleged to have been lost, stolen or destroyed, and the Corporation may require
the owner of the lost, stolen or destroyed certificate, or the owner's legal
representative, to give the Corporation a bond sufficient to indemnify 

                                       14

 
it against any claim that may be made against it on account of the alleged loss,
theft or destruction of any such certificate or the issuance of such new
certificate or uncertificated shares.

     Section 8.6    Construction; Definitions.  Unless the context requires
                    -------------------------                              
otherwise, the general provisions, rules of construction, and definitions in the
Delaware General Corporation Law shall govern the construction of these Bylaws.
Without limiting the generality of this provision, the singular number includes
the plural, the plural number includes the singular, and the term 'person'
includes both a corporation and a natural person.

     Section 8.7    Dividends.  The directors of the Corporation, subject to any
                    ---------                                                   
restrictions contained in (a) the Delaware General Corporation Law or (b) the
Certificate of Incorporation, may declare and pay dividends upon the shares of
its capital stock.  Dividends may be paid in cash, in property, or in shares of
the Corporation's capital stock.

     The directors of the Corporation may set apart out of any of the funds of
the Corporation available for dividends a reserve or reserves for any proper
purpose and may abolish any such reserve.  Such purposes shall include but not
be limited to equalizing dividends, repairing or maintaining any property of the
Corporation, and meeting contingencies.

     Section 8.8    Fiscal Year.  The fiscal year of the Corporation shall be
                    -----------                                              
fixed by resolution of the Board of Directors and may be changed by the Board of
Directors.

     Section 8.9    Seal.  The Corporation may adopt a corporate seal, which may
                    ----                                                        
be altered at pleasure, and may use the same by causing it or a facsimile
thereof, to be impressed or affixed or in any other manner reproduced.

     Section 8.10   Transfer of Stock.  Upon surrender to the Corporation or the
                    -----------------                                           
transfer agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignation or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate, and record the
transaction in its books.

     Section 8.11   Stock Transfer Agreements.  The Corporation shall have power
                    -------------------------                                   
to enter into and perform any agreement with any number of stockholders of any
one or more classes of stock of the Corporation to restrict the transfer of
shares of stock of the Corporation of any one or more classes owned by such
stockholders in any manner not prohibited by the Delaware General Corporation
Law.

     Section 8.12   Registered Stockholders.  The Corporation shall be entitled
                    -----------------------                                    
to recognize the exclusive right of a person registered on its books as the
owner of shares to receive dividends and to vote as such owner, shall be
entitled to hold liable for calls and assessments the person registered on its
books as the owner of shares, and shall not be bound to recognize any equitable
or other claim to or interest in such share or shares on the part of another
person, whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of Delaware.

                                       15

 
                                  ARTICLE IX

                                  AMENDMENTS

     The Bylaws of the Corporation may be adopted, amended or repealed by the
stockholders entitled to vote; provided, however, that the Corporation may, in
its Certificate of Incorporation, confer the power to adopt, amend or repeal
Bylaws upon the directors.  The fact that such power has been so conferred upon
the directors shall not divest the stockholders of the power, nor limit their
power to adopt, amend or repeal Bylaws.

                                       16