<PAGE>
Exhibit 3.2
BLUESKY VENTURES INC.
BY-LAWS
ARTICLE I
OFFICES
The registered office of the Corporation shall be in the City
of Wilmington, County of New Castle, State of Delaware.
The Corporation may also have offices at such other places,
both within and without the State of Delaware, as may from time to time be
designated by the Board of Directors.
ARTICLE II
BOOKS
The books and records of the Corporation may be kept (except
as otherwise provided by the laws of the State of Delaware) outside of the State
of Delaware and at such place or places as may from time to time be designated
by the Board of Directors.
ARTICLE III
STOCKHOLDERS
Section 1. ANNUAL MEETINGS. The annual meeting of the
stockholders of the Corporation for the election of Directors and the
transaction of such other business as may properly come before said meeting
shall be held at the principal business office of the Corporation or at such
other place or places either within or without the State of Delaware as may be
designated by the Board of Directors and stated in the notice of the meeting, on
the first Monday of July in each year, if not a legal holiday, and, if a legal
<PAGE>
2
holiday, then on the next day not a legal holiday, at 10:00 o'clock in the
forenoon, or such other day as shall be determined by the Board of Directors.
Written notice of the place designated for the annual meeting
of the stockholders of the Corporation shall be delivered personally or mailed
to each stockholder entitled to vote thereat not less than ten (10) and not more
than sixty (60) days prior to said meeting, but at any meeting at which all
stockholders shall be present, or of which all stockholders not present have
waived notice in writing, the giving of notice as above described may be
dispensed with. If mailed, said notice shall be directed to each stockholder at
his address as the same appears on the stock ledger of the Corporation unless he
shall have filed with the Secretary of the Corporation a written request that
notices intended for him be mailed to some other address, in which case it shall
be mailed to the address designated in such request.
Section 2. SPECIAL MEETINGS. Special meetings of the
stockholders of the Corporation shall be held whenever called in the manner
required by the laws of the State of Delaware for purposes as to which there are
special statutory provisions, and for other purposes whenever called by
resolution of the Board of Directors, or by the President, or by the holders of
a majority of the outstanding shares of capital stock of the Corporation the
holders of which are entitled to vote on matters that are to be voted on at such
meeting. Any such special meeting of stockholders may be held at the principal
business office of the Corporation or at such other place or places, either
within or without the State of Delaware, as may be specified in the notice
thereof. Business transacted at any special meeting of stockholders of the
Corporation shall be limited to the purposes stated in the notice thereof.
<PAGE>
3
Except as otherwise expressly required by the laws of the
State of Delaware, written notice of each special meeting, stating the day, hour
and place, and in general terms the business to be transacted thereat, shall be
delivered personally or mailed to each stockholder entitled to vote thereat not
less than ten (10) and not more than sixty (60) days before the meeting. If
mailed, said notice shall be directed to each stockholder at his address as the
same appears on the stock ledger of the Corporation unless he shall have filed
with the Secretary of the Corporation a written request that notices intended
for him be mailed to some other address, in which case it shall be mailed to the
address designated in said request. At any special meeting at which all
stockholders shall be present, or of which all stockholders not present have
waived notice in writing, the giving of notice as above described may be
dispensed with.
Section 3. LIST OF STOCKHOLDERS. The officer of the
Corporation who shall have charge of the stock ledger of the Corporation shall
prepare and make, at least ten (10) days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at said meeting, arranged in
alphabetical order and showing the address of each stockholder and the number of
shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours for a period of at least ten (10) days prior to
the meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.
<PAGE>
4
Section 4. QUORUM. At any meeting of the stockholders of the
Corporation, except as otherwise expressly provided by the laws of the State of
Delaware, the Certificate of Incorporation or these By-Laws, there must be
present, either in person or by proxy, in order to constitute a quorum,
stockholders owning a majority of the issued and outstanding shares of the
capital stock of the Corporation entitled to vote at said meeting. At any
meeting of stockholders at which a quorum is not present, the holders of, or
proxies for, a majority of the stock which is represented at such meeting, shall
have power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or represented. At
such adjourned meeting at which a quorum shall be present or represented any
business may be transacted which might have been transacted at the meeting as
originally noticed. If the adjournment is for more than thirty (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 5. ORGANIZATION. The President, or in his absence any
Vice President, shall call to order meetings of the stockholders and shall act
as chairman of such meetings. The Board of Directors or the stockholders may
appoint any stockholder or any Director or officer of the Corporation to act as
chairman of any meeting in the absence of the President and all of the Vice
Presidents.
The Secretary of the Corporation shall act as secretary of all
meetings of the stockholders, but in the absence of the Secretary the presiding
officer may appoint any other person to act as secretary of any meeting.
<PAGE>
5
Section 6. VOTING. Except as otherwise provided in the
Certificate of Incorporation or these By-Laws, each stockholder of record of the
Corporation shall, at every meeting of the stockholders of the Corporation, be
entitled to one (l) vote for each share of stock standing in his name on the
books of the Corporation on any matter on which he is entitled to vote, and such
votes may be cast either in person or by proxy, appointed by an instrument in
writing, subscribed by such stockholder or by his duly authorized attorney, and
filed with the Secretary before being voted on, but no proxy shall be voted
after three (3) years from its date, unless said proxy provides for a longer
period. If the Certificate of Incorporation provides for more or less than one
(l) vote for any share of capital stock of the Corporation, on any matter, then
any and every reference in these By-Laws to a majority or other proportion of
capital stock shall refer to such majority or other proportion of the votes of
such stock.
The vote on all elections of Directors and on any other
questions before the meeting need not be by ballot, except upon demand of any
stockholder.
When a quorum is present at any meeting of the stockholders of
the Corporation, the vote of the holders of a majority of the capital stock
entitled to vote at such meeting and present in person or represented by proxy
shall decide any question brought before such meeting, unless the question is
one upon which, under any provision of the laws of the State of Delaware or of
the Certificate of Incorporation, a different vote is required in which case
such provision shall govern and control the decision of such question.
Section 7. CONSENT. Except as otherwise provided by the
Certificate of Incorporation, whenever the vote of the stockholders at a meeting
thereof is required or
<PAGE>
6
permitted to be taken in connection with any corporate action by any provision
of the laws of the State of Delaware or of the Certificate of Incorporation,
such corporate action may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by the holders of outstanding capital stock of the Corporation
having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares entitled to vote
thereon were present and voted. Prompt notice of the taking of the corporate
action without a meeting by less than unanimous written consent shall be given
to those stockholders who have not consented thereto in writing.
Section 8. JUDGES. At every meeting of the stockholders of the
Corporation at which a vote by ballot is taken, the polls shall be opened and
closed, the proxies and ballots shall be received and taken in charge, and all
questions touching the qualifications of voters, the validity of proxies and the
acceptance or rejection of votes shall be decided by, two (2) judges. Said
judges shall be appointed by the Board of Directors before the meeting, or, if
no such appointment shall have been made, by the presiding officer of the
meeting. If for any reason any of the judges previously appointed shall fail to
attend or refuse or be unable to serve, judges in place of any so failing to
attend, or refusing or unable to serve, shall be appointed in like manner.
ARTICLE IV
DIRECTORS
Section 1. NUMBER, ELECTION AND TERM OF OFFICE. The business
and affairs of the Corporation shall be managed by the Board of Directors. The
number of Directors which shall constitute the whole Board shall be between one
(1) and eight (8).
<PAGE>
7
Within such limits, the number of Directors may be fixed from time to time by
vote of the stockholders or of the Board of Directors, at any regular or special
meeting, subject to the provisions of the Certificate of Incorporation.
Directors need not be stockholders. Directors shall be elected at the annual
meeting of the stockholders of the Corporation, except as provided in Section 2
of this Article, to serve until the next annual meeting of stockholders and
until their respective successors are duly elected and have qualified.
In addition to the powers by these By-Laws expressly conferred
upon them, the Board may exercise all such powers of the Corporation as are not
by the laws of the State of Delaware, the Certificate of Incorporation or these
By-Laws required to be exercised or done by the stockholders.
Section 2. VACANCIES AND NEWLY CREATED DIRECTORSHIPS. Except
as hereinafter provided, any vacancy in the office of a Director occurring for
any reason other than the removal of a Director pursuant to Section 3 of this
Article, and any newly created Directorship resulting from any increase in the
authorized number of Directors, may be filled by a majority of the Directors
then in office or by a sole remaining Director. In the event that any vacancy in
the office of a Director occurs as a result of the removal of a Director
pursuant to Section 3 of this Article, or in the event that vacancies occur
contemporaneously in the offices of all of the Directors, such vacancy or
vacancies shall be filled by the stockholders of the Corporation at a meeting of
stockholders called for the purpose. Directors chosen or elected as aforesaid
shall hold office until the next annual meeting of stockholders and until their
respective successors are duly elected and have qualified.
<PAGE>
8
Section 3. REMOVALS. At any meeting of stockholders of the
Corporation called for the purpose, the holders of a majority of the shares of
capital stock of the Corporation entitled to vote at such meeting may remove
from office, with or without cause, any or all of the Directors.
Section 4. REGULAR MEETINGS. Regular meetings of the Board of
Directors may be held without notice at such time and place, either within or
without the State of Delaware, as shall from time to time be determined by
resolution of the Board.
Section 5. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by the President or any two Directors on notice given to
each Director, and such meetings shall be held at the principal business office
of the Corporation or at such other place or places, either within or without
the State of Delaware, as shall be specified in the notices thereof.
Section 6. ANNUAL MEETINGS. The first meeting of each newly
elected Board of Director shall be held as soon as practicable after each annual
election of Directors and on the same day, at the same place at which regular
meetings of the Board of Directors are held, or at such other time and place as
may be provided by resolution of the Board. Such meeting may be held at any
other time or place which shall be specified in a notice given, as hereinafter
provided, for special meetings of the Board of Directors.
Section 7. NOTICE. Notice of any meeting of the Board of
Directors requiring notice shall be given to each Director by mailing the same,
addressed to him at his residence or usual place of business, at least
forty-eight (48) hours, or shall be sent to him at such place by facsimile
transmission, courier, telegraph, cable or wireless, or shall be delivered
personally or by telephone, at least twelve (12) hours, before the time fixed
<PAGE>
9
for the meeting. At any meeting at which every Director shall be present or at
which all Directors not present shall waive notice in writing, any and all
business may be transacted even though no notice shall have been given.
Section 8. QUORUM. At all meetings of the Board of Directors,
the presence of one-third or more of the Directors constituting the Board shall
constitute a quorum for the transaction of business. Except as may be otherwise
specifically provided by the laws of the State of Delaware, the Certificate of
Incorporation or these By-Laws, the affirmative vote of a majority of the
Directors present at the time of such vote shall be the act of the Board of
Directors if a quorum is present. If a quorum shall not be present at any
meeting of the Board of Directors, the Directors present thereat may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.
Section 9. CONSENT. Unless otherwise restricted by the
Certificate of Incorporation or these By-Laws, any action required or permitted
to be taken at any meeting of the Board of Directors may be taken without a
meeting, if all members of the Board consent thereto in writing, and the writing
or writings are filed with the minutes of proceedings of the Board.
Section 10. TELEPHONIC MEETINGS. Unless otherwise restricted
by the Certificate of Incorporation or these By-Laws, members of the Board of
Directors may participate in a meeting of the Board by means of conference
telephone or similar communications equipment by means of which all persons
participating in such meeting can hear each other, and participation in a
meeting pursuant to this Section 10 shall constitute presence in person at such
meeting.
<PAGE>
10
Section 11. COMPENSATION OF DIRECTORS. Directors, as such,
shall not receive any stated salary for their services, but, by resolution of
the Board, a fixed sum and expenses of attendance, if any, may be allowed for
attendance at each regular or special meeting of the Board; provided that
nothing herein contained shall be construed to preclude any Director from
serving the Corporation in any other capacity and receiving compensation
therefor.
Section 12. RESIGNATIONS. Any Director of the Corporation may
resign at any time by giving written notice to the Board of Directors or to the
President or the Secretary of the Corporation. Any such resignation shall take
effect at the time specified therein, or, if the time be not specified, upon
receipt thereof; and unless otherwise specified therein, acceptance of such
resignation shall not be necessary to make it effective.
ARTICLE V
OFFICERS
Section 1. NUMBER, ELECTION AND TERM OF OFFICE. The officers
of the Corporation shall be a President, one or more Vice Presidents, a
Secretary and a Treasurer, and may at the discretion of the Board of Directors
include one or more Assistant Treasurers and Assistant Secretaries. The officers
of the Corporation shall be elected annually by the Board of Directors at its
meeting held immediately after the annual meeting of the stockholders, and shall
hold their respective offices until their successors are duly elected and have
qualified. Any number of offices may be held by the same person. The Board of
Directors may from time to time appoint such other
<PAGE>
11
officers and agents as the interest of the Corporation may require and may fix
their duties and terms of office.
Section 2. PRESIDENT. The President shall be the chief
executive officer of the Corporation and shall have general and active
management of the business of the Corporation, and shall see that all orders and
resolutions of the Board are carried into effect. He shall ensure that the
books, reports, statements, certificates and other records of the Corporation
are kept, made or filed in accordance with the laws of the State of Delaware. He
shall preside at all meetings of the Board of Directors and at all meetings of
the stockholders. He shall cause to be called regular and special meetings of
the stockholders and of the Board of Directors in accordance with these By-Laws.
He may sign, execute and deliver in the name of the Corporation all deeds,
mortgages, bonds, contracts or other instruments authorized by the Board of
Directors, except in cases where the signing, execution or delivery thereof
shall be expressly delegated by the Board of Directors or by these By-Laws to
some other officer or agent of the Corporation or where any of them shall be
required by law otherwise to be signed, executed or delivered. He may sign, with
the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant
Secretary, certificates of stock of the Corporation. He shall appoint and
remove, employ and discharge, and fix the compensation of all servants, agents,
employees and clerks of the Corporation other than the duly elected or appointed
officers, subject to the approval of the Board of Directors. In addition to the
powers and duties expressly conferred upon him by these By-Laws, he shall,
except as otherwise specifically provided by the laws of the State of Delaware,
have such other powers and duties as shall from time to time be assigned to him
by the Board of Directors.
<PAGE>
12
Section 3. VICE PRESIDENTS. The Vice Presidents shall perform
such duties as the President or the Board of Directors shall require. Any Vice
President shall, during the absence or incapacity of the President, assume and
perform his duties.
Section 4. SECRETARY. The Secretary may sign all certificates
of stock of the Corporation. He shall record all the proceedings of the meetings
of the Board of Directors and of the stockholders of the Corporation in books to
be kept for that purpose. He shall have custody of the seal of the Corporation
and may affix the same to any instrument requiring such seal when authorized by
the Board of Directors, and when so affixed he may attest the same by his
signature. He shall keep the transfer books, in which all transfers of the
capital stock of the Corporation shall be registered, and the stock books, which
shall contain the names and addresses of all holders of the capital stock of the
Corporation and the number of shares held by each; and he shall keep such stock
and transfer books open daily during business hours to the inspection of every
stockholder and for transfer of stock. He shall notify the Directors and
stockholders of their respective meetings as required by law or by these
By-Laws, and shall perform such other duties as may be required by law or by
these By-Laws, or which may be assigned to him from time to time by the Board of
Directors.
Section 5. ASSISTANT SECRETARIES. The Assistant Secretaries
shall, during the absence or incapacity of the Secretary, assume and perform all
functions and duties which the Secretary might lawfully do if present and not
under any incapacity.
Section 6. TREASURER. The Treasurer shall have charge of the
funds and securities of the Corporation. He may sign all certificates of stock.
He shall keep full and accurate accounts of all receipts and disbursements of
the Corporation in books
<PAGE>
13
belonging to the Corporation and shall deposit all monies and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board of Directors. He shall disburse the funds of the
Corporation as may be ordered by the Board, and shall render to the President or
the Directors, whenever they may require it, an account of all his transactions
as Treasurer and an account of the business and financial position of the
Corporation.
Section 7. ASSISTANT TREASURERS. The Assistant Treasurers
shall, during the absence or incapacity of the Treasurer, assume and perform all
functions and duties which the Treasurer might lawfully do if present and not
under any incapacity.
Section 8. TREASURER'S BOND. The Treasurer and Assistant
Treasurers shall, if required so to do by the Board of Directors, each give a
bond (which shall be renewed every six (6) years) in such sum and with such
surety or sureties as the Board of Directors may require.
Section 9. TRANSFER OF DUTIES. The Board of Directors in its
absolute discretion may transfer the power and duties, in whole or in part, of
any officer to any other officer, or persons, notwithstanding the provisions of
these By-Laws, except as otherwise provided by the laws of the State of
Delaware.
Section 10. VACANCIES. If the office of President, Vice
President, Secretary or Treasurer, or of any other officer or agent becomes
vacant for any reason, the Board of Directors may choose a successor to hold
office for the unexpired term.
Section 11. REMOVALS. At any meeting of the Board of Directors
called for the purpose, any officer or agent of the Corporation may be removed
from office,
<PAGE>
14
with or without cause, by the affirmative vote of a majority of the entire Board
of Directors.
Section 12. COMPENSATION OF OFFICERS. The officers shall
receive such salary or compensation as may be determined by the Board of
Directors.
Section 13. RESIGNATIONS. Any officer or agent of the
Corporation may resign at any time by giving written notice to the Board of
Directors or to the President or the Secretary of the Corporation. Any such
resignation shall take effect at the time specified therein or, if the time be
not specified, upon receipt thereof; and unless otherwise specified therein,
acceptance of such resignation shall not be necessary to make it effective.
ARTICLE VI
CONTRACTS, CHECKS AND NOTES
Section 1. CONTRACTS. Unless the Board of Directors shall
otherwise specifically direct, all contracts of the Corporation shall be
executed in the name of the Corporation by the President or a Vice President.
Section 2. CHECKS AND NOTES. All checks, drafts, bills of
exchange and promissory notes and other negotiable instruments of the
Corporation shall be signed by such officers or agents of the Corporation as may
be designated by the Board of Directors.
ARTICLE VII
STOCK
Section 1. CERTIFICATES OF STOCK. The certificates for shares
of the stock of the Corporation shall be in such form, not inconsistent with the
Certificate of
<PAGE>
15
Incorporation, as shall be prepared or approved by the Board of Directors. Every
holder of stock in the Corporation shall be entitled to have a certificate
signed by, or in the name of the Corporation by, the President or a Vice
President, and by the Treasurer or an Assistant Treasurer or the Secretary or an
Assistant Secretary certifying the number of shares owned by him and the date of
issue; and no certificate shall be valid unless so signed. All certificates
shall be consecutively numbered and shall be entered in the books of the
Corporation as they are issued.
Where a certificate is countersigned (l) by a transfer agent
other than the Corporation or its employee, or, (2) by a registrar other than
the Corporation or its employee, any other signature on the certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have 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 were
such officer, transfer agent or registrar at the date of issue.
All certificates surrendered to the Corporation shall be
cancelled and, except in the case of lost or destroyed certificates, no new
certificates shall be issued until the former certificates for the same number
of shares of the same class of stock shall have been surrendered and cancelled.
Section 2. 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, assignment 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 upon its books.
<PAGE>
16
ARTICLE VIII
REGISTERED STOCKHOLDERS
The Corporation shall be entitled to treat the holder of
record of any share or shares of stock as the holder in fact thereof and,
accordingly, shall not be bound to recognize any equitable or other claim to, or
interest in, such share or shares on the part of any other person, whether or
not it shall have express or other notice thereof, save as expressly provided by
the laws of the State of Delaware.
ARTICLE IX
LOST CERTIFICATES
Any person claiming a certificate of stock to be lost or
destroyed, shall make an affidavit or affirmation of the fact and advertise the
same in such manner as the Board of Directors may require, and the Board of
Directors may, in its discretion, require the owner of the lost or destroyed
certificate, or his legal representative, to give the Corporation a bond in a
sum sufficient, in the opinion of the Board of Directors, to indemnify the
Corporation against any claim that may be made against it on account of the
alleged loss of any such certificate. A new certificate of the same tenor and
for the same number of shares as the one alleged to be lost or destroyed may be
issued without requiring any bond when, in the judgment of the Directors, it is
proper so to do.
ARTICLE X
FIXING OF RECORD DATE
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 to express consent to corporate action in writing
without a meeting, or to receive payment of
<PAGE>
17
any dividend or other distribution or allotment of any rights, or 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 sixty (60) nor less than ten (10)
days before the date of such meeting, nor more than sixty (60) days prior to any
other action. 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.
ARTICLE XI
DIVIDENDS
Subject to the relevant provisions of the Certificate of
Incorporation, dividends upon the capital stock of the Corporation 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 of the Corporation, 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 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.
<PAGE>
18
ARTICLE XII
WAIVER OF NOTICE
Whenever any notice whatever is required to be given by
statute or under the provisions of the Certificate of Incorporation or these
By-Laws, a waiver thereof in writing signed by the person or persons entitled to
said notice, whether before or after the time stated therein, shall be
equivalent thereto.
ARTICLE XIII
SEAL
The corporate seal of the Corporation shall have inscribed
thereon the name of the Corporation, the year of its organization and the words
"Corporate Seal, Delaware."
ARTICLE XIV
AMENDMENTS
Subject to the provisions of the Certificate of Incorporation,
these By-Laws may be altered, amended or repealed or new By-Laws may be adopted
by the stockholders or by the Board of Directors, at any regular meeting of the
stockholders or of the Board of Directors or at any special meeting of the
stockholders or of the Board of Directors if notice of such alteration,
amendment or repeal of the By-Laws or of adoption of new By-Laws be contained in
the notice of such special meeting.
