TABLE OF CONTENTS
                                      TO
                                    BYLAWS
                                      OF
                                CLIMACHEM, INC.
                           (AN OKLAHOMA CORPORATION)


 
 
                                                                             PAGE
                                                                             ----
                                                                          
ARTICLE I - NAME...........................................................    1

ARTICLE II - OFFICES.......................................................    1
     Section 2.1    Principal Office.......................................    1
     Section 2.2    Other Offices..........................................    1

ARTICLE III - MEETINGS OF SHAREHOLDERS.....................................    1
     Section 3.1    Annual Meetings........................................    1
     Section 3.2    Failure to Hold Annual Meeting.........................    1
     Section 3.3    Special Meetings.......................................    2
     Section 3.4    Place of Meetings......................................    2
     Section 3.5    Notice of Meetings.....................................    2
     Section 3.6    Voting List............................................    2
     Section 3.7    Quorum and Adjourned Meeting...........................    3
     Section 3.8    Voting.................................................    3
     Section 3.9    Vote Required..........................................    4
     Section 3.10   Proxies................................................    4
     Section 3.11   Order of Business......................................    4
     Section 3.12   Action Without Meeting.................................    5
     Section 3.13   Inspectors of Election.................................    5

ARTICLE IV - BOARD OF DIRECTORS............................................    6
     Section 4.1    Powers.................................................    6
     Section 4.2    Number, Election and Term of Office....................    7
     Section 4.3    Vacancies..............................................    7
     Section 4.4    Resignations...........................................    7
     Section 4.5    Removal................................................    8
     Section 4.6    Annual Meeting.........................................    8
     Section 4.7    Regular Meetings.......................................    8
     Section 4.8    Special Meetings.......................................    8
     Section 4.9    Place of Meetings......................................    8
     Section 4.10   Quorum and Required Vote; Adjourned Meetings...........    8
     Section 4.11   Compensation...........................................    9
     Section 4.12   Action without Meeting.................................    9
     Section 4.13   Telephonic Meetings....................................    9

ARTICLE V - EXECUTIVE COMMITTEE............................................    9
     Section 5.1    Election...............................................    9
     Section 5.2    Duties.................................................    9
 

                                       i
<PAGE>
 
 
 
                                                                            Page
                                                                            ----
                                                                          
     Section 5.3    Meetings...............................................   10
     Section 5.4    Quorum and Voting......................................   10
     Section 5.5    Waiver of Notice.......................................   10
     Section 5.6    Removal................................................   10
     Section 5.7    Vacancies..............................................   10
     Section 5.8    Action Without Meeting; Telephonic Meeting.............   10

ARTICLE VI - COMMITTEES OF DIRECTORS.......................................   10
     Section 6.1    Designation............................................   10
     Section 6.2    Procedural Rules.......................................   11

ARTICLE VII - OFFICERS.....................................................   11
     Section 7.1    Officers...............................................   11
     Section 7.2    Election...............................................   11
     Section 7.3    Subordinate Officers...................................   11
     Section 7.4    Removal................................................   11
     Section 7.5    Resignation............................................   11
     Section 7.6    Vacancies..............................................   12
     Section 7.7    Chairman of the Board..................................   12
     Section 7.8    Vice Chairman of the Board.............................   12
     Section 7.9    Chief Executive Officer................................   12
     Section 7.10   President..............................................   12
     Section 7.11   Senior Vice-President..................................   13
     Section 7.12   Vice-President.........................................   13
     Section 7.13   Secretary..............................................   14
     Section 7.14   Assistant Secretaries..................................   14
     Section 7.15   Treasure...............................................   14
     Section 7.16   Assistant Treasurers...................................   15
     Section 7.17   Delegation of Duties...................................   15

ARTICLE VIII - SHARES OF STOCK.............................................   15
     Section 8.1    Certificates of Stock..................................   15
     Section 8.2    Record of Shareholders.................................   16
     Section 8.3    Transfer Agents and Registrars.........................   16
     Section 8.4    Transfer of Shares.....................................   16
     Section 8.5    Shareholders Record Date and Closing Stock Books.......   16
     Section 8.6    Registered Shareholders................................   17
     Section 8.7    Lost Certificates......................................   17
     Section 8.8    Treasury Shares........................................   17
     Section 8.9    Fractional Shares......................................   17

ARTICLE IX - EXECUTION OF INSTRUMENTS......................................   18
     Section 9.1    Contracts..............................................   18
     Section 9.2    Checks and Drafts......................................   18
     Section 9.3    Deposits; Bank Accounts................................   18
     Section 9.4    Loans..................................................   18
 

                                       ii
<PAGE>
 
 
 
                                                                                    Page 
                                                                                    ---- 
                                                                                   
     Section 9.5    Sale or Transfer of Securities Held by the Corporation.........  19
     Section 9.6    Execution of Proxies...........................................  19

ARTICLE X - INDEMNIFICATION........................................................  19
     Section 10.1   Indemnification; Actions Other Than by the Corporation.........  19
     Section 10.2   Indemnification; Actions by the Corporation....................  20
     Section 10.3   Right to Indemnification.......................................  20
     Section 10.4   Authorization of Indemnification...............................  20
     Section 10.5   Advance Indemnification........................................  21
     Section 10.6   Non-Exclusive Indemnification..................................  21
     Section 10.7   Insurance......................................................  21
     Section 10.8   Constituent Corporation........................................  21
     Section 10.9   Definitions....................................................  21

ARTICLE XI - GENERAL PROVISIONS....................................................  22
     Section 11.1   Fiscal Year....................................................  22
     Section 11.2   Seal...........................................................  22
     Section 11.3   Dividends......................................................  22
     Section 11.4   Notice.........................................................  22
     Section 11.5   Waiver of Notice...............................................  22
     Section 11.6   Conflicts of Interest..........................................  23
     Section 11.7   Loans to Officers or Employees.................................  23
     Section 11.8   Amendment......................................................  24


                                      iii
<PAGE>
 
                                    BYLAWS
                                      OF
                                CLIMACHEM, INC.
                           (an Oklahoma corporation)


                                   ARTICLE I

                                     NAME
                                     ----

      The name of the Corporation is ClimaChem. Inc. (the "Corporation").

                                  ARTICLE II

                                    OFFICES
                                    -------

      Section 2.1   Principal Office.  The present location of the principal
                    ----------------                                        
office for the transaction of the business of the Corporation is 16 South
Pennsylvania, Oklahoma City, Oklahoma 73107. The Board of Directors may change
such principal office from time to time.

      Section 2.2   Other Offices.  The Corporation may have other offices at
                    -------------                                            
such places, within or without the State of Oklahoma, as the Board of Directors
may designate or as the business of the Corporation may require from time to
time.

                                  ARTICLE III

                           MEETINGS OF SHAREHOLDERS
                           ------------------------

      Section 3.1   Annual Meetings. The annual meetings of shareholders shall
                    ---------------                                           
be held on the third Tuesday of the fourth month following the close of the
fiscal year; provided that if such day falls on a legal holiday, then any such
annual meeting of shareholders shall be held at the same time and place on the
next day thereafter which is a business day. Any such annual meeting may be held
at any other time which may be designated in a resolution adopted by the Board
of Directors or by the written consent of shareholders holding a majority of the
issued and outstanding voting shares of the Corporation. At the annual meeting,
directors shall be elected, reports of the affairs of the Corporation shall be
considered, and any other proper business may be transacted.

      Section 3.2   Failure to Hold Annual Meeting. A failure to hold the annual
                    ------------------------------                              
meeting at the designated time or to elect a sufficient number of directors to
conduct the business of the Corporation will not affect otherwise valid
corporate acts, cause a forfeiture of the Corporation, or cause a dissolution of
the Corporation, except as may be otherwise specifically provided by 
<PAGE>
 
law. If the annual meeting or election of directors is not held on the date
designated therefor, the directors will cause the meeting to be held as soon as
thereafter convenient.

      Section 3.3   Special Meetings.  Special meetings of the shareholders for
                    ----------------                                           
any purpose or purposes may be called at any time by: (a) the President, (b) in
the President's absence or disability, by a Vice President, (c) resolution
adopted by the Board of Directors; or (d) one or more shareholders holding a
majority of the issued and outstanding voting shares of the Corporation. Notices
of any special meeting shall be given to each shareholder as described in
Section 11.4 and shall state, in addition to the time, date and place of such
meeting, the purpose or purposes of the meeting. Business transacted at any
special meeting of shareholders shall be limited to the purposes stated in the
notice. Upon request being made by written notice to the President, or in his
absence or disability to any Vice-President, or in the absence of a Vice-
President, to the Secretary, by any person or persons herein empowered to call a
special meeting, if such officer is the Secretary, he shall give notice to the
shareholders, or if such officer is other than the Secretary, he shall cause the
Secretary, to give notice to the shareholders that such meeting has been called
for the purpose or purposes stated in such request and is to be held at a
specified time, which time as fixed by such officer shall not be less than ten
(10) days nor more than sixty (60) days after the receipt of such request. If
notice of such meeting is not given to the shareholders within seven (7) days
after the receipt of such request, such person or persons making such request
may fix the time of such special meeting and give notice thereof in the same
manner as herein provided for notice of special meetings of shareholders.

      Section 3.4   Place of Meetings. All meetings of shareholders shall be
                    -----------------                                       
held either at the principal office of the Corporation or at any other place
within or without the State of Oklahoma as may be designated either by the Board
of Directors or by the written consent of the shareholders entitled to vote at
such meeting holding at least a majority of such shares given either before or
after the meeting and filed with the Secretary of the Corporation.

      Section 3.5   Notice of Meetings.  Written notice of the time, date and
                    ------------------                                       
place of each annual meeting of the shareholders shall be given to each
shareholder as described in Section 11.4 not less than ten (10) nor more than
sixty (60) days before each annual meeting.

      Section 3.6   Voting List.  The Secretary shall prepare, at least ten (10)
                    -----------                                                 
days hours prior to each meeting of the shareholders, an alphabetical list of
all shareholders entitled to vote at such meeting, with the number of shares
entitled to be 

                                       2
<PAGE>
 
voted by each shareholder set forth opposite their respective names. The
Secretary shall produce the share ledger or a duplicate thereof, together with
such list and shall keep it open 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
during the business hours of at least ten (10) full days immediately preceding
the convening thereof and until the close of such meeting, and it shall be
subject to inspection at any time during such period by any shareholder or
person representing shares. However, the Secretary shall not be required to
prepare and produce a list of shareholders in any case where the share ledger
reasonably shows in alphabetical order by classes of shares all persons entitled
to represent shares at such meeting with the number of shares entitled to be
voted by each shareholder.

      Section 3.7   Quorum and Adjourned Meeting.  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
shareholders for the transaction of business, except as otherwise provided by
statute or the Certificate of Incorporation of the Corporation. The shareholders
present at a duly called or held meeting at which a quorum is present may
continue to do business until adjournment, notwithstanding the withdrawal of
enough shareholders to leave less than a quorum. Any shareholders' meeting,
annual or special, whether or not a quorum is present, may be adjourned from
time to time by the holders of a majority of the shares entitled to vote
thereat. present in person or by proxy, but in the absence of a quorum no other
business may be transacted at such meeting. It shall not be necessary to give
any notice of the time and place of the adjourned meeting or of the business to
be transacted thereat, other than by announcement at the meeting at which such
adjournment is taken, except that if any shareholders' meeting, either annual or
special, is adjourned for thirty (30) days or more, notice of the adjourned
meeting shall be given as in the case of an original meeting.

      Section 3.8   Voting.  At each meeting of shareholders each shareholder
                    ------                                                   
entitled to vote shall vote in person or by proxy and he shall have one vote for
each share standing registered in his name at the closing of the transfer books
for such meeting, or the record date fixed for such meeting by the Board of
Directors, as the case may be, or standing registered in his name at the time of
such meeting if neither a date for the closing of the transfer books nor a
record date for such meeting has been fixed by the Board of Directors. The
voting at all meetings of shareholders may be viva voce but any qualified voter
may demand a share vote by written ballot, whereupon such share vote shall be
taken by written ballot each of which shall state the name of the shareholder
voting and the number of shares voted by him, and 

                                       3
<PAGE>
 
if such ballot be cast by proxy, it shall also state the name of such proxy.

      Section 3.9   Vote Required.  Except as provided by law, the Certificate
                    -------------                                             
of Incorporation and these Bylaws, in all matters other than the election of
directors, the affirmative vote of the holders of a majority of the shares
present in person or represented by proxy at the meeting and entitled to vote on
the subject matter will decide any question brought before such meeting.
Directors of the Corporation will be elected by a plurality of the votes of the
shares present in person or represented by proxy at the meeting and entitled to
vote on the election of directors.

      Section 3.10  Proxies.  Any shareholder entitled to vote or execute
                    -------                                              
consents shall have the right to do so either in person or by one or more agents
authorized by proxy. The appointment of a proxy shall be in writing and signed
by the shareholder but shall require no other attestation and shall be filed
with the Secretary of the Corporation at or prior to the meeting. If any
shareholder appoints two or more persons to act as proxies and if the instrument
does not otherwise provide, then a majority of such persons present at the
meeting, or if only one shall be present, then that one shall have and may
exercise all of the powers conferred by such instrument upon all of the persons
so appointed; and if such proxies be equally divided as to the right and manner
of voting in any particular case, the vote shall be divided among the proxies.
Any person holding shares in a representative or fiduciary capacity which he may
represent in person may represent the same by proxy and confer general or
discretionary power upon such a proxy. The duly executed proxy will be
irrevocable and if, and only as long as, it is coupled with an interest
sufficient in law to support an irrevocable power. The authority of a proxy if
not coupled with an interest may be terminated at will. Unless otherwise
provided in the appointment, the proxy's authority shall cease three (3) years
after the appointment. The termination of a proxy's authority by act of the
shareholder shall, subject to the time limitation herein set forth, be
ineffective until written notice of the termination has been given to the
Secretary of the Corporation. Unless otherwise provided therein, an appointment
filed with the Secretary shall have the effect of revoking all proxy
appointments of prior date. A proxy's authority shall not be revoked by the
death or incapacity of the maker unless before the vote is cast or the authority
is exercised written notice of such death or incapacity is given to the
Secretary of the Corporation.

      Section 3.11  Order of Business.  The order of business at the annual
                    -----------------                                      
meeting, and so far as practicable at all other meetings of the shareholders,
shall be as follows:

          (a)  Calling meeting to order;

                                       4
<PAGE>
 
          (b)  Calling of roll and checking proxies;

          (c)  Proof of notice of meeting;

          (d)  Reading of any unapproved minutes;

          (e)  Reports of officers;

          (f)  Reports of committees;

          (g)  Election of directors;

          (h)  Unfinished business;

          (i)  New business, and

          (j)  Adjournment.

      Section 3.12  Action Without Meeting. Any action which. under any
                    ----------------------                             
provisions of the laws of the State of Oklahoma or under the provisions of the
Certificate of Incorporation or under these Bylaws may be taken at a meeting of
the shareholders. may be taken without a meeting, without prior notice and
without a vote if a consent in writing be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take action at a meeting at which all shares entitled to vote
thereon were present and voted. Every written consent will bear the date of
signature of each shareholder who signs the consent, and no written consent will
be effective to take the corporate action referred to therein unless, within
sixty (60) days of the earliest dated consent delivered to the Secretary,
written consent signed by sufficient number of holders to take action is
delivered to the Secretary of the Corporation or the Corporation's registered
office in Oklahoma. Such consent shall be filed with the Secretary of the
corporation and made a part of the corporate records. Prompt notice of the
taking of the corporate action without a meeting by less than unanimous written
consent shall be given to those shareholders who have not consented in writing.

      Section 3.13  Inspectors of Election.  In advance of any meeting of
                    ----------------------                               
shareholders, the Board of Directors may appoint Inspectors of Election to act
at such meeting or any adjournment thereof. If Inspectors of Election be not so
appointed, the Chairman of any such meeting may, and on the request of any
shareholder or his proxy shall, make such appointment at the meeting. The number
of inspectors shall be either one or three. If appointed at a meeting on the
request of one or more shareholders or proxies, the majority of shares present
shall determine whether one or three inspectors are to be appointed. In case any
person appointed as inspector fails or refuses to act, the vacancy may be filled
by appointment by the Board of 

                                       5
<PAGE>
 
Directors in advance of the meeting, or at the meeting by the Chairman. An
inspector need not be a shareholder of the Corporation, but no person who is a
candidate for office of the Corporation shall act as an inspector. The duties of
such inspectors shall include: determining the number of shares outstanding and
the voting power of each, the shares represented at the meeting, the existence
of a quorum, the authenticity, validity and effect of proxies; receiving votes,
ballots or consents; hearing and determining all challenges and questions in any
way arising in connection with the right to vote; counting and tabulating all
votes or consents; determining the result; and such acts as may be proper to
conduct the election or vote with fairness to all shareholders. The inspectors
of the election shall perform their duties impartially in good faith, to the
best of their ability, and as expeditiously as is practical. If there be three
inspectors, the decision, act or certificate of a majority shall be effective in
all respects as the decision, act, or certificate of all.

                                  ARTICLE IV

                              BOARD OF DIRECTORS
                              ------------------

      Section 4.1   Powers. All corporate powers, except those which are
                    ------                                              
conferred upon or reserved to the shareholders by the Certificate of
Incorporation, these Bylaws and the laws of the State of Oklahoma, shall be
exercised by or under the authority of, and the business and affairs of the
Corporation shall be managed and conducted by, the Board of Directors. Without
prejudice to such general power, but subject to the same limitations, the Board
of Directors shall have the following powers:

          (a)  To select and remove all officers, agents and employees of the
      Corporation, prescribe such powers and duties for them as may not be
      inconsistent with applicable law, with the Certificate of Incorporation or
      these Bylaws and fix their compensation and to confer upon any officer of
      the Corporation the power to appoint, remove and suspend subordinate
      officers and agents;

          (b)  To adopt, make and use a corporate seal, and to prescribe the
      forms of certificates of stock, and to alter the form of such seal and of
      such certificates from time to time, as it may determine advisable;

          (c)  To authorize the issuance of shares of stock of the Corporation
      from time to time, upon such terms as may be in accordance with applicable
      law and to declare dividends from time to time in accordance with
      applicable law;

                                       6
<PAGE>
 
          (d)  To borrow money and incur indebtedness for the purposes of the
      Corporation, and to cause to be executed and delivered therefor, in the
      corporate name, promissory notes, bonds, debentures, deeds of trust.
      mortgages, pledges, hypothecations or other evidences of debt and
      securities therefor;

          (e)  To adopt such insurance, retirement and other benefits plans for
      directors, officers and agents of the Corporation and its subsidiaries as
      it may determine advisable; and

          (f)  To adopt regulations, not inconsistent with these Bylaws, for the
      management of the Corporation's business and affairs.

      Section 4.2   Number, Election and Term of Office.  The Board of Directors
                    -----------------------------------                         
of the Corporation shall consist of one or more members. The shareholders at any
meeting shall determine the number which shall constitute the Board of Directors
and the number so determined shall remain fixed until changed at a subsequent
meeting of the shareholders. The directors shall be elected at each annual
meeting of the shareholders; however, if any such annual meeting is not held or
the directors are not elected thereat, the directors may be elected at any
meeting of shareholders held for that purpose. Each director shall hold office
for one (1) year or until his successor is elected (even though necessitating a
term in excess of one (1) year) or until his earlier death, resignation or
removal. A director need not be a shareholder of the Corporation.

      Section 4.3   Vacancies.  Vacancies in the Board of Directors may be
                    ---------                                             
filled by a majority of the directors then in office, though less than a quorum,
or by a sole remaining director, and each director so elected shall hold office
until his successor is elected at an annual or a special meeting of the
shareholders. A vacancy or vacancies in the Board of Directors shall be deemed
to exist in case of the death, resignation or removal of any director, or if the
authorized number of directors be increased, or if the shareholders fail, at any
annual or special meeting of shareholders at which any director or directors are
elected, to elect the full authorized number of directors to be voted for at
that meeting. The shareholders may elect a director or directors at any time to
fill any vacancy or vacancies not filled by the directors.

      Section 4.4   Resignations. Upon the resignation of a director, a majority
                    ------------                                                
of the remaining directors or the sole remaining director shall have the power
to elect a successor to take office when the resignation is to become effective.

                                       7
<PAGE>
 
      Section 4.5   Removal. The entire Board of Directors or any individual
                    -------                                                 
director may be removed from office, with or without cause, by the vote of
shareholders holding a majority of the issued and outstanding shares entitled to
vote at any annual or special meeting of shareholders. New directors to fill
vacancies created by removal may be elected at the same meeting of shareholders.

      Section 4.6   Annual Meeting. An annual meeting of the Board of Directors
                    --------------                                             
for the purpose of election of officers of the Corporation and the transaction
of any other business coming before such meeting shall be held each year
immediately following the adjournment of the annual meeting of the shareholders
and no notice of such meeting to the elected directors shall be necessary in
order to legally constitute the meeting, provided a majority of the Board shall
be present. If a majority of the Board shall not be present, then such annual
meeting may be held at such time as shall be fixed by the consent, in writing,
of all of the directors.

      Section 4.7   Regular Meetings. Regular meetings of the Board of Directors
                    ----------------                                            
shall be held at such place or places, on such date or dates, and at such time
or times as shall have been established by the Board of Directors and publicized
among all directors. No notice of such regular meeting shall be required.

      Section 4.8   Special Meetings.  Special meetings of the Board of
                    ----------------                                   
Directors for any purpose or purposes may be called at any time by the President
or the Secretary or by any two directors by notice of the time, date and place
thereof given to each director not less than two (2) days before such meeting.
No business shall be considered at any special meeting other than the purposes
mentioned in the notice given to each director of the meeting, except with the
consent of all directors.

      Section 4.9   Place of Meetings.  Meetings of the Board of Directors shall
                    -----------------                                           
be held at any place within or without the State of Oklahoma which has been
designated from time to time by resolution adopted by the Board or by written
consent of all members of the Board. In the absence of such designation,
meetings shall be held at the principal office of the Corporation.

      Section 4.10  Quorum and Required Vote; Adjourned Meetings. A majority of
                    --------------------------------------------               
the directors shall constitute a quorum for the transaction of business at any
meeting of the directors, and the acts of a majority of the directors present at
a meeting at which a quorum is present shall be the acts of the Board of
Directors except as may be otherwise specifically provided by statute, by the
Certificate of Incorporation or by these Bylaws and except to adjourn as
hereinafter provided. A quorum of the directors may adjourn any meeting of the
directors to meet again at a stated 

                                       8
<PAGE>
 
day and hour; provided that in the absence of a quorum a majority of the
directors present at any meeting of the directors, either regular or special,
may adjourn to a later date but may not transact any business until a quorum has
been secured. At any adjourned meeting at which a required number of directors
shall be present, any business may be transacted which might have been
transacted at the meeting as originally notified. Notice of the time and place
of holding an adjourned meeting need not be given to absent directors if the
time and place be fixed at the meeting adjourned.

      Section 4.11  Compensation.  Directors and members of committees may
                    ------------                                          
receive such compensation, if any, for their services, and such reimbursement
for expenses, as may be fixed by resolution adopted by the Board of Directors.

      Section 4.12  Action without Meeting.  Any action required or permitted to
                    ----------------------                                      
be taken at a meeting of the Board of Directors may be taken without a meeting
if all members of the Board consent thereto in writing. Such written Action by
unanimous consent shall have the same effect as action taken at a meeting of the
Board of Directors and shall be filed with the Secretary of the corporation and
made a part of the minute of proceeding of the Board of Directors.

      Section 4.13  Telephonic Meetings.  Members of the Board of Directors may
                    -------------------                                        
participate in a meeting of the Board of Directors by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in a meeting
pursuant to this section shall constitute presence in person at such meeting.

                                   ARTICLE V

                              EXECUTIVE COMMITTEE
                              -------------------

      Section 5.1   Election. The Board of Directors may if it deems necessary,
                    --------                                                   
acting by resolution adopted by a majority of the number of directors, elect
from their own members an Executive Committee composed of two or more voting
members.

      Section 5.2   Duties.  The Executive Committee shall have and exercise all
                    ------                                                      
of the authority of the Board of Directors in the management of the Corporation
in the interval between meetings of the Board of Directors, subject to the
control and direction of the Board of Directors, except to the extent, if any,
such authority shall be limited by the resolution appointing the Executive
Committee and except the power to declare dividends and to adopt, amend or
repeal these Bylaws and where action of the Board of Directors is required by
law. It shall keep regular 

                                       9
<PAGE>
 
minutes of its proceedings which shall be reported to the directors at their
next meeting.

      Section 5.3   Meetings.  The Executive Committee shall meet at such times
                    --------                                                   
as may be fixed by the Committee or on the call of the President. Notice of the
time and place of the meeting shall be given to each member of the Committee in
the manner provided for the giving of notice to members of the Board of
Directors of the time and place of special meetings of the Board of Directors or
in such other manner as the Executive Committee by resolution may prescribe.

      Section 5.4   Quorum and Voting.  A majority of the members of the
                    -----------------                                   
Executive Committee shall constitute a quorum for the transaction of business.
The acts of the majority of the members of the Executive Committee present at a
meeting at which a quorum is present shall be the acts of the Executive
Committee. At all meetings of the Executive Committee, each member present shall
have one (1) vote which shall be cast by him in person.

      Section 5.5   Waiver of Notice.  Any actions taken or approved at any
                    ----------------                                       
meeting of the Executive Committee, however called and noticed or wherever held,
shall be as valid as though had at a meeting duly held after regular call and
notice, if a quorum be present and if, either before or after the meeting, each
of the members not present signs a written waiver of notice or a consent to
holding such meeting or an approval of the minutes thereof.

      Section 5.6   Removal.  The entire Executive Committee or any individual
                    -------                                                   
member thereof may be removed from the Committee with or without cause by a vote
of a majority of the directors.

      Section 5.7   Vacancies. The Board of Directors shall fill all vacancies
                    ---------                                                 
in the Executive Committee which may occur from time to time.

      Section 5.8   Action Without Meeting; Telephonic Meeting. Action may be
                    ------------------------------------------               
taken by the Executive Committee in the manner allowed by the Board of Directors
pursuant to Sections 4.12 and 4.13 of Article IV.

                                  ARTICLE VI

                            COMMITTEES OF DIRECTORS
                            -----------------------

      Section 6.1   Designation. The Board of Directors may, by resolution
                    -----------                                           
passed by a majority of the directors, designate one or more committees, in
addition to the Executive Committee authorized in Article V hereof, each
committee to consist of two or more of the directors of the Corporation, which
to the extent 

                                       10
<PAGE>
 
provided in the resolution, shall have and may exercise the powers of the Board
of Directors in the management of the business and affairs of the Corporation,
except where action of the Board of Directors is required by law, and may
authorize the seal of the Corporation to be affixed to all papers which may
require it. Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the Board of Directors.

      Section 6.2   Procedural Rules.  Each committee shall comply with the same
                    ----------------                                            
procedural rules set forth in Section 5.3 through 5.8, both inclusive, of
Article V that are applicable to the Executive Committee.

                                  ARTICLE VII

                                   OFFICERS
                                   --------

      Section 7.1   Officers. The officers of the Corporation shall be a
                    --------                                            
President, a Secretary and a Treasurer. The Corporation may also have, at the
discretion of the Board of Directors, a Chief Executive Officer, one or more
Senior Vice-Presidents, one or more Vice-Presidents, one or more Assistant
Secretaries, one or more Assistant Treasurers, and such other officers as may be
appointed in accordance with Section 7.3. One person may hold two or more
offices; provided that no person shall at the same time hold the offices of
President and Secretary.

      Section 7.2   Election. The officers of the Corporation, except such
                    --------                                              
officers as may be appointed in accordance with Section 7.3 or Section 7.6,
shall be elected annually by the Board of Directors, and each shall hold his
office until he shall resign or shall be removed or otherwise disqualified to
serve, or his successor shall be elected and qualified.

      Section 7.3   Subordinate Officers. The Board of Directors may appoint,
                    --------------------                                     
and may empower the President to appoint, such other officers 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 7.4   Removal.  Any officer may be removed, either with or without
                    -------                                                     
cause, by the Board of Directors, at any regular or special meeting thereof, or,
except in 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.

      Section 7.5   Resignation. Any officer may resign at any time by giving
                    -----------                                              
written notice to the Board of Directors, or to 

                                       11
<PAGE>
 
the President, or to the Secretary of the Corporation. Any such resignation
shall take effect at the date of the receipt of such notice or at any later time
specified therein; and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.

      Section 7.6   Vacancies. A vacancy in any office because of death,
                    ---------                                           
removal, resignation, disqualification or any other cause shall be filled in the
manner prescribed in these Bylaws for regular appointments to such office.

      Section 7.7   Chairman of the Board. The Chairman of the Board, shall, if
                    ---------------------                                      
present, preside at all meetings of the Board of Directors and exercise and
perform such other powers and duties as may be from time to time assigned to him
by the Board of Directors or prescribed by these Bylaws.

      Section 7.8   Vice Chairman of the Board. The Vice Chairman of the Board,
                    --------------------------                                 
if any, shall perform such duties as the Board of Directors shall prescribe. In
the absence or disability of the Chairman of the Board, the Vice Chairman shall
perform the duties and exercise the powers of the Chairman of the Board.

      Section 7.9   Chief Executive Officer.  The Chief Executive Officer shall
                    -----------------------                                    
be subject to the control of the Board of Directors and exercise and perform
such powers and duties as may be assigned to him by the Board of Directors.

      Section 7.10  President. The President shall be subject to the control of
                    ---------                                                  
the Board of Directors, have general supervision, direction and control of the
business, finances and affairs of the Corporation and all other powers normally
held and exercised by the person serving as President of a corporation. The
President shall:

          (a)  Preside at all meetings of the shareholders and, in the absence
      of the Chairman of the Board, at all meetings of the Board of Directors;

          (b)  Sign or countersign, as may be necessary, all such bills, notes,
      checks, contracts and other instruments as may pertain to the ordinary
      course of the business of the Corporation;

          (c)  Execute deeds, bonds, mortgages, and contracts required to be
      executed under the seal of the Corporation, except where required or
      permitted by law to be otherwise signed and executed and except where the
      signing and execution thereof shall be expressly delegated by the Board of
      Directors to some other officer or agent of the Corporation;

                                       12
<PAGE>
 
          (d)  Have the power to appoint all employees and agents of the
      Corporation whose appointment is not otherwise provided for and to fix the
      compensation thereof subject to the provisions of these Bylaws and subject
      to the approval of the Board of Directors and to remove or suspend any
      employee or agent who shall not have been appointed by the Board of
      Directors and to suspend for cause, pending final action by the body which
      shall have appointed him, any officer other than an elected officer, or
      any employee or agent who shall have been appointed by the Board of
      Directors;

          (e)  Present a complete report of the business of the Corporation for
      the preceding fiscal year at the annual meeting of the shareholders and
      report to the Board of Directors from time to time all matters coming to
      his attention which materially affect the business of the Corporation; and

          (f)  Serve as a member of the Board of Directors and an ex-officio
      member of all standing committees, including the Executive Committee, if
      any; and possess such usual powers and duties of supervision and
      management as may pertain to the office of the President and such other
      powers and duties as may be prescribed by the Board of Directors or these
      Bylaws.

      Section 7.11  Senior Vice-President. The Senior Vice-President, if any,
                    ---------------------                                    
shall be the executive officer of the Corporation next in authority to the
Chairman of the Board and the President, both of whom he shall assist in the
management of the business of the Corporation and the implementation of orders
and resolutions of the Board of Directors. In the absence of the Chairman of the
Board and the President, he shall preside at all meetings of the shareholders
and of the directors, and shall exercise all other powers and perform all other
duties of the Chairman of the Board and the President; and he shall perform such
other duties as the Board of Directors may from time to time prescribe. He shall
have all authority conferred upon a Vice-President by these Bylaws.

      Section 7.12  Vice-President. In the absence or disability of the
                    --------------                                     
President, the Vice-Presidents, if any, in order of their rank as fixed by the
Board of Directors or, if not ranked, the 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 or these Bylaws.

                                       13
<PAGE>
 
      Section 7.13  Secretary. The Secretary shall:
                    ---------                      

          (a)  Attend all meetings of the Board of Directors and the
      shareholders and record all votes and the minutes of all proceedings in a
      book to be kept for that purpose and shall, when requested, perform like
      duties for all committees of the Board of Directors;

          (b)  Duly give or cause to be given all notices in accordance with
      these Bylaws or as required by law;

          (c)  Be custodian of the corporate records and of the seal of the
      Corporation and see that the seal of the Corporation is affixed to all
      documents the execution of which on behalf of the Corporation under its
      seal is duly authorized;

          (d)  Sign, with the President or Vice-President, all deeds, bonds,
      mortgages, contracts and other instruments when so ordered;

          (e)  Keep a register of the post office address of each shareholder
      which shall be furnished to the Secretary by such shareholder;

          (f)  Have general charge of the stock transfer books of the
      Corporation; and

          (g)  In general, perform all duties as from time to time may be
      assigned to him by the President or by the Board of Directors.

      Section 7.14  Assistant Secretaries. In the absence of the Secretary or in
                    ---------------------                                       
the event of his death, inability or refusal to act, the Assistant Secretaries
in the order of their length of service as Assistant Secretary, unless otherwise
determined by the Board of Directors, shall perform the duties of the Secretary,
and when so acting shall have all the powers of, and be subject to, all the
restrictions upon the Secretary. They shall perform such duties as may be
assigned to them by the Secretary, by the President, or by the Board of
Directors.

      Section 7.15  Treasure.  The Treasurer shall:
                    --------                       

          (a)  Keep and maintain adequate and correct accounts of the properties
      and business transactions of the Corporation;

          (b)  Have charge and custody of and be responsible for all funds and
      securities of the Corporation; receive and give receipts for moneys due
      and payable to the Corporation from any source whatsoever, and deposit all
      such moneys in     

                                       14
<PAGE>
 
      the name of the Corporation in such depositories as shall be designated by
      the Board of Directors;

          (c)  Sign or countersign, as may be necessary, all such bills, notes,
      checks and other instruments relating to the fiscal affairs of the
      Corporation in the ordinary course of the business of the Corporation;

          (d)  Prepare, or cause to be prepared, a true statement of the
      Corporation's assets and liabilities as of the close of each fiscal year
      and a true statement of the results of the operations of the Corporation
      for the fiscal year then ended, all in reasonable detail; and

          (e)  In general, perform all duties as from time to time may be
      assigned to him by the President or by the Board of Directors.

      Section 7.16  Assistant Treasurers. In the absence of the Treasurer or in
                    --------------------                                       
the event of his death, inability or refusal to act, the Assistant Treasurers,
in the order of their length of service as Assistant Treasurer, unless otherwise
determined by the Board of Directors, shall perform the duties of the Treasurer,
and when so acting shall have all the powers of, and be subject to, all the
restrictions upon the Treasurer. They shall perform such other duties as may be
assigned to them be the Treasurer, by the President, or by the Board of
Directors.

      Section 7.17  Delegation of Duties.  In case of the absence or disability
                    --------------------                                       
of any officer of the corporation or for any other reason that the Board of
Directors may deem sufficient, the Board of Directors may, by a vote of a
majority of the whole Board, delegate, for the time being, the powers or duties,
or any of them, of such officer to any other officer or to any director.

                                 ARTICLE VIII

                                SHARES OF STOCK
                                ---------------

      Section 8.1   Certificates of Stock. A certificate or certificates for
                    ---------------------                                   
shares of the capital stock of the Corporation shall be issued to each
shareholder when any such shares are fully paid, showing the number of the
shares of the Corporation standing on the books in his name. The form of such
certificate shall be determined by the Board of Directors. All such certificates
shall be signed by the President or a Vice-President and the Secretary or an
Assistant Secretary, or be authenticated by facsimiles of the signatures of the
President and Secretary or by a facsimile of the signature of the President and
the written signature of the Secretary or an Assistant Secretary. Every
certificate authenticated by a facsimile of a signature must be 

                                       15
<PAGE>
 
countersigned by a transfer agent or transfer clerk. Even though an officer who
signed, or whose facsimile signature has been written, printed or stamped on, a
certificate for shares shall have ceased by death, resignation or otherwise to
be an officer of the Corporation before such certificate is delivered by the
Corporation, such certificate shall be as valid as though signed by a duly
elected, qualified and authorized officer, if it be countersigned by a transfer
agent or transfer clerk. Such certificates shall also be numbered and sealed
with the seal of the Corporation.

      Section 8.2   Record of Shareholders. There shall be kept at the
                    ----------------------                            
registered office of the Corporation in the State of Oklahoma a record
containing the names and addresses of all shareholders of the Corporation,
arranged in alphabetical order, the number and class of shares held by each and
the dates when they respectively became the owners of record thereof; provided
that the foregoing shall not be required if the Corporation shall keep at its
registered office a statement containing the name and post office address,
including street number, if any, of the custodian of such record. Duplicate
lists may be kept in such other state or states as may, from time to time, be
determined by the Board of Directors.

      Section 8.3   Transfer Agents and Registrars. The Board of Directors may,
                    ------------------------------                             
in its discretion, appoint one or more banks or trust companies in such city or
cities as the Board of Directors may deem advisable, from time to time, to act
as Transfer Agents and Registrars of the shares of stock of the Corporation;
and, upon such appointments being made, no certificate representing shares shall
be valid until countersigned by one of such Transfer Agents and registered by
one of such Registrars.

      Section 8.4   Transfer of Shares. Transfers of stock of the Corporation
                    ------------------                                       
shall be made on the books of the Corporation only upon authorization by the
registered holder thereof or by his attorney lawfully constituted in writing and
on surrender and cancellation of a certificate or certificates for a like number
of shares of the same class properly endorsed or accompanied by a duly executed
stock transfer power and payment of all taxes thereon, with such proof of
authenticity of the signatures as the Corporation or its transfer agents may
reasonably require.

      Section 8.5   Shareholders Record Date and Closing Stock Books. The Board
                    ------------------------------------------------           
of Directors may fix, in advance, a time as a record date for the determination
of the shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting not more than sixty (60) days prior to the
date of the meeting or action nor less than ten (10) days prior to the date of
the meeting or action. The Board of Directors may also fix, in advance, a time
as a record date for 

                                       16
<PAGE>
 
the determination of shareholders 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 shares or for the
purpose of any other lawful action which shall be not more than sixty (60) days
prior to the date of the event for the purpose of which it is fixed. When a
record date is so fixed, only shareholders of record on that date are entitled
to notice of and to vote at the meeting or to receive a dividend, distribution,
or allotment of rights, or to exercise the rights, as the case may be,
notwithstanding any transfer of any shares on the books of the Corporation after
the record date. In lieu of fixing a record date, the Board of Directors may
close the books of the Corporation against any transfer of shares for a stated
period but not to exceed in any case the maximum periods set forth above.

      Section 8.6   Registered Shareholders. The Corporation shall be entitled
                    -----------------------                                   
to recognize the holder of record of any share or shares of stock as the
exclusive owner thereof for all purposes, and, accordingly, shall not be bound
to recognize any equitable or other claim to or interest in such shares on the
part of any other person, whether or not it shall have express or other notice
thereof, except as otherwise provided by law.

      Section 8.7   Lost Certificates. No new certificate for shares shall be
                    -----------------                                        
issued in lieu of an old one unless the latter is surrendered and cancelled at
the same time; provided that if any certificate for shares is lost, stolen,
mutilated or destroyed, the Board of Directors may authorize the issuance of a
new certificate in lieu thereof, upon such terms and conditions, including
indemnification of the Corporation reasonably satisfactory to it, as the Board
of Directors shall determine.

      Section 8.8   Treasury Shares. Treasury shares, or other shares not at the
                    ---------------                                             
time issued and outstanding, shall not, directly or indirectly, be voted at any
meeting of the shareholders, or counted in calculating the actual voting power
of shareholders at any given time. Treasury shares shall not have dividend
rights.

      Section 8.9   Fractional Shares. Certificates of fractional shares of
                    -----------------                                      
stock may be issued at the discretion of the Board of Directors. The registered
ownership of any fractional share represented by such certificate or
certificates shall entitle the holder thereof to receive dividends, participate
in the corporate assets in the event of liquidation of the Corporation and to
exercise voting rights in person or by proxy.

                                       17
<PAGE>
 
                                  ARTICLE IX

                           EXECUTION OF INSTRUMENTS
                           ------------------------

      Section 9.1   Contracts. The Board of Directors or any committee
                    ---------                                         
thereunto, authorized may authorize any officer or officers, agent or agents, to
enter into any contract or to execute and deliver in the name and on behalf of
the Corporation any contract or other instn.unent, except certificates
representing shares of stock of the Corporation, and such authority may be
general or may be confined to specific instances.

      Section 9.2   Checks and Drafts. All checks, drafts or other orders for
                    -----------------                                        
the payment of money, notes, acceptances or other evidences of indebtedness
issued by or in the name of the Corporation shall be signed by such officer or
officers, agent or agents of the Corporation and in such manner as shall be
determined from time to time by resolution of the Board of Directors.

      Section 9.3   Deposits; Bank Accounts. All funds of the Corporation not
                    -----------------------                                  
otherwise employed shall be deposited from time to time to the credit of the
Corporation in such banks, trust companies or other depositories as the Board of
Directors may from time to time designate or as may be designated by an officer
or officers of the Corporation to whom such power of designation may from time
to time be delegated by the Board of Directors. The Board of Directors may make
such special rules and regulations with respect to such bank accounts, not
inconsistent with the provisions of these Bylaws, as it may deem expedient.
Unless otherwise provided by resolution of the Board of Directors, endorsements
for deposit to the credit of the Corporation in any of its duly authorized
depositories may be made by handstamped legrend in the name of the Corporation
or by written endorsement by any officer without countersignature.

      Section 9.4   Loans. No loans shall be contracted on behalf of the
                    -----                                               
Corporation unless authorized by the Board of Directors, but when so authorized,
unless a particular officer or agent is directed to negotiate the same, may be
negotiated, up to the amount so authorized, by the President or a Vice-President
or the Treasurer; and such officers are hereby severally authorized to execute
and deliver in the name and on behalf of the Corporation notes or other
evidences of indebtedness countersigned by the President or a Vice-President for
the amount of such loans and to give security for the payment of any and all
loans, advances and indebtedness by hypothecating, pledging or transferring any
part or all of the property of the Corporation, real or personal, at any time
owned by the Corporation.

                                       18
<PAGE>
 
      Section 9.5   Sale or Transfer of Securities Held by the Corporation.
                    ------------------------------------------------------  
Stock certificates, bonds or other securities at any time owned by the
Corporation may be held on behalf of the Corporation or sold, transferred or
otherwise disposed of pursuant to authorization by the Board of Directors, or of
any committee thereunto duly authorized, and when so authorized to be sold,
transferred or otherwise disposed of, may be transferred from the name of the
Corporation by the signature of the President or a Vice-President and the
Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary.

      Section 9.6   Execution of Proxies. The President, or, in the absence or
                    --------------------                                      
disability of the President, a Vice-President, may authorize from time to time
the signature and issuance of proxies to vote upon shares of stock of other
corporations standing in the name of the Corporation or authorize the execution
of consents to action taken or to be taken by such other corporation. All such
proxies and consents shall be signed in the name of the Corporation by the
President or a Vice-President and by the Secretary or an Assistant Secretary.

                                   ARTICLE X

                                INDEMNIFICATION
                                ---------------

      Section 10.1  Indemnification; Actions Other Than by the Corporation. The
                    ------------------------------------------------------     
Corporation shall have the power to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, other than an action by or in the right of the Corporation, by
reason of the fact that he 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 expenses, including attorneys' fees,
judgments. fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation, and. with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of noto contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner in which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

                                       19
<PAGE>
 
      Section 10.2  Indemnification; Actions by the Corporation. The Corporation
                    -------------------------------------------                 
shall have the power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Corporation to procure a judgment in its favor by
reason of the fact that he 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 expenses, including attorneys' fees,
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to the
Corporation unless and only to the extent that the court in which such action or
suit was brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which such court
shall deem proper.

      Section 10.3  Right to Indemnification. To the extent that any present or
                    ------------------------                                   
former director, officer or employee or any person who is or was serving at the
request of the Corporation as a director, officer or employee of another
corporation, partnership, joint venture, trust or other enterprise, or any agent
of the Corporation or any person who is or was serving at the request of the
Corporation as an agent of another corporation, partnership, joint venture,
trust or other enterprise, has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in Sections 10.1 and 10.2
of this Article X, or in defense of any claim, issue or matter therein, he shall
be indemnified against expenses, including attorneys' fees, actually and
reasonably incurred by him in connection therewith.

      Section 10.4  Authorization of Indemnification. Any indemnification under
                    --------------------------------                           
Sections 10.1 and 10.2 of this Article X, unless ordered by a court, shall be
made by the Corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or agent
is proper in the circumstances because he has met the applicable standard of
conduct set forth in Sections 10.1 and 10.2 of this Article X. Such
determination shall be made:  (a) by the Board of Directors by a majority vote
of a quorum consisting of directors who were not parties to such action, suit or
proceeding; or (b) if such quorum is not obtainable, or, even if obtainable a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion; or (c) by the shareholders.

                                       20
<PAGE>
 
      Section 10.5  Advance Indemnification. Expenses incurred by a director,
                    -----------------------                                  
officer, employee or agent in defending a civil or criminal action, suit or
proceeding as authorized by the Board of Directors in the specific case may be
paid by the Corporation in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by or on behalf of the director,
officer, employee or agent to repay such amount unless it shall ultimately be
determined that he is entitled to be indemnified by the Corporation as
authorized in this Article X.

      Section 10.6  Non-Exclusive Indemnification.  The indemnification provided
                    -----------------------------                               
by this Article X shall not be deemed exclusive of any other rights to which
those seeking indemnification may be entitled under any bylaw, contract,
agreement, vote of shareholders or disinterested directors or otherwise, both as
to action in his official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.

      Section 10.7  Insurance.  The Corporation shall have power to 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 and incurred by him in any such capacity, or arising our of
his status as such, whether or not the Corporation would have the power to
indemnify him against such liability under the provisions of this Article X.

      Section 10.8  Constituent Corporation. For the purposes of this Article X,
                    -----------------------                                     
references to the "Corporation" shall include, in addition to the resulting
corporation, any constituent corporation, including any constituent of a
constituent, absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers, employees or agents, so that any person who is or was a
director, officer, employee or agent of such constituent corporation, or is or
was serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, shall stand in the same position under the provisions
of this Article X with respect to the resulting or surviving corporation as he
would have with respect to such constituent corporation if its separate
existence had continued.

      Section 10.9  Definitions. For purposes of this Article X, references to
                    -----------                                               
"other enterprises" shall include employee benefit plans; references to "fines"
shall include any excise taxes assessed on a person with respect to an employee
benefit plan; 

                                       21
<PAGE>
 
and references to "serving at the request of the Corporation" shall include any
service as a director, officer, employee or agent of the Corporation which
imposes duties on, or involves services by, such director, officer, employee, or
agent with respect to an employee benefit plan, its participants, or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest in the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the Corporation" as referred to in this Article
X.

                                  ARTICLE XI

                              GENERAL PROVISIONS
                              ------------------

      Section 11.1  Fiscal Year. The fiscal year of the Corporation shall be
                    -----------                                             
determined by the Board of Directors.

      Section 11.2  Seal. The corporate seal of the Corporation shall be
                    ----                                                
circular in form and shall contain the name of the Corporation, the word
"Corporate Seal, OKLAHOMA" and such other words or information as shall be
determined by the Board of Directors. The seal may be used by causing it or a
facsimile thereof to be impressed, affixed or otherwise reproduced.

      Section 11.3  Dividends. The Board of Directors may, out of funds legally
                    ---------                                                  
available therefor, from time to time at any regular or special meeting,
declare, and the Corporation may pay, dividends on its outstanding shares of
capital stock. Such dividends may be made in cash, property or shares of the
capital stock or other securities of the Corporation.

      Section 11.4  Notice.  Whenever any notice is required or permitted to be
                    ------                                                     
given under the provisions of any law, the Certificate of Incorporation or these
Bylaws, it shall not be construed to require personal notice unless expressly so
stated, but such notice may be given by depositing the same in the United States
mail, postage prepaid, addressed to the person entitled thereto at his address
as it appears on the records of the Corporation, and such notice shall be deemed
to have been given on the day of such mailing. Notice shall be deemed to have
been duly given on the date of service if served personally or by telex,
telecopier, cable, telegram or similar communication. Shareholders not entitled
to vote shall not be entitled to receive notice of any meetings except as
otherwise provided by statute.

      Section 11.5  Waiver of Notice. Whenever any notice whatever is required
                    ----------------                                          
to be given under the provisions of any law or of the Certificate of
Incorporation or of these Bylaws, a written waiver thereof, signed by the person
or persons entitled 

                                       22
<PAGE>
 
to such 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
annual or special meeting of the shareholders. 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.

      Section 11.6  Conflicts of Interest. Except as may be otherwise provided
                    ---------------------                                     
by the laws of the State of Oklahoma or the Certificate of Incorporation, no
contract or transaction between the Corporation and one or more of its directors
or officers, or between the Corporation and any other corporation, partnership,
association or other organization in which one or more of the directors or
officers are directors or officers, or have a financial interest, shall be void
or voidable solely for this reason, or solely because the director or officer is
present at or participates in the meeting of the Board of Directors or a
committee thereof which authorizes the contract or transaction, or solely
because his or their votes are accounted for such purpose; if:  (a) the material
facts as to the relationship or interest and as to the contract or transaction
are disclosed or are known to the Board of Directors or such committee, and the
Board of Directors or Executive Committee in good faith authorizes the contract
or transaction by the affirmative votes of a majority of the disinterested
directors, even though the disinterested directors be less than a quorum, or (b)
the material facts as to the relationship or interest and as to the contract or
transaction are disclosed or are known to the shareholders entitled to vote
thereon, and the contract or transaction is specifically approved in good faith
by vote of the shareholders, or (c) the contract or transaction is fair as to
the Corporation as of the time it is authorized, approved or ratified, by the
Board of Directors. a committee thereof, or the shareholders. Common or
interested directors may be counted in determining the presence of a quorum at a
meeting of the Board of Directors, or a committee which authorizes the contract
or transaction.

      Section 11.7  Loans to Officers or Employees. 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 

                                       23
<PAGE>
 
Directors shall approve, including, without limitation, a pledge of shares of
stock of the Corporation. Nothing contained in this section shall be construed
to deny, limit or restrict the powers of guaranty or warranty of any Corporation
at common law or under any statute.

      Section 11.8  Amendment. These Bylaws may be amended, altered,
                    ---------
changed or repealed at any annual or special meeting of the shareholders,
provided notice of the proposed amendment, alteration, change or repeal is
contained in the notice of such meeting, by the affirmative vote of a majority
of the shares issued and outstanding, and entitled to vote thereat. These Bylaws
also may be amended, altered, changed or repealed as permitted by the
Certificate of Incorporation of the Corporation, at any annual or special
meeting of the Board of Directors, provided notice of the proposed amendment,
alteration, change or repeal is contained in the notice of such meeting, by the
affirmative vote of the members of the Board of Directors. Notwithstanding the
preceding sentence, the fact that such power to amend, alter, change or repeal
has been conferred upon the Board of Directors shall not divest the shareholders
of the power, nor limit their power to amend, alter, change or repeal these
Bylaws.

                                       24
<PAGE>
 
                           CERTIFICATE OF SECRETARY
                           ------------------------

     I hereby certify that:

     1.   I am the duly elected and acting Secretary of ClimaChem, Inc.
("Corporation"), an Oklahoma corporation;

     2.   The foregoing Bylaws comprising twenty-two (22) pages constitute the
Bylaws of the Corporation as duly adopted by the Board of Directors of the
Corporation pursuant to a Unanimous Written Consent to Action of the Board of
Directors of the Corporation effective October 17, 1997.

     IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal
of the Corporation this 24th day of November, 1997.


                                    ____________________________________________
                                    David M. Shear, Secretary

[SEAL]

                                       25
<PAGE>
 
                                FIRST AMENDMENT
                                       TO
                                     BYLAWS
                                       OF
                                CLIMACHEM, INC.
                                ---------------


          The following amendment to the Bylaws of ClimaChem, Inc., an Oklahoma
corporation, was approved and adopted by the Board of Directors of ClimaChem,
Inc. by unanimous written consent, on November 28, 1997.

                                 1.  Section 9.4 of Article IX of the Bylaws of
ClimaChem, Inc. is hereby amended to read as follows:

          Section 9.4  Loans.  No loans shall be contracted on behalf of the
                       -----                                                
     Corporation unless authorized by the Board of Directors, but when so
     authorized, unless a particular officer or agent is directed to negotiate
     the same, may be negotiated, up to the amount so authorized, by the
     President or a Vice President or the Treasurer; and such officers are
     hereby severally authorized to execute and deliver, in the name and on
     behalf of the Corporation, notes or other evidences of indebtedness for the
     amount of such loans and to give security for the payment of any and all
     loans, advances and indebtedness by hypothecating, pledging or transferring
     any part or all of the property of the Corporation, real or personal, at
     any time owned by the Corporation.

     The Bylaws of ClimaChem, Inc., as amended and modified by this First
Amendment to Bylaws of ClimaChem, Inc., set forth the entire Bylaws of
ClimaChem, Inc.  The amendment to the Bylaws of ClimaChem, Inc., as combined in
this First Amendment to the Bylaws of ClimaChem, Inc., is effective as of the
28th day of November, 1997, the date that such amendment was approved by the
Board of Directors of ClimaChem, Inc.

                                    CLIMACHEM, INC.

                                    /s/ Jack E. Golsen

                                    ______________________________
                                    Jack E. Golsen, President


                                    /s/ David M. Shear
                                    ______________________________
     [S E A L]                      David M. Shear, Secretary

Source: OneCLE Business Contracts.