<PAGE>

                                                                     Exhibit 3.2

                      SECOND AMENDED AND RESTATED BYLAWS
                                       OF
                               CENTER TRUST, INC.

          These Second Amended and Restated Bylaws of Center Trust, Inc., a
Maryland corporation (the "Corporation"), restate, integrate and further amend
the Amended and Restated Bylaws of the Corporation adopted by the Board of
Directors of the Corporation on December 10, 1993, as amended by the First
Amendment to the Amended and Restated Bylaws of the Corporation dated as of
August 12, 1996, the Second Amendment to the Amended and Restated Bylaws of the
Corporation dated as of July 7, 1997 and the Third Amendment to the Amended and
Restated Bylaws of the Corporation dated as of August 14, 1997.  The text of the
Amended and Restated Bylaws of the Corporation as heretofore amended is hereby
restated and amended to read in its entirety as follows:


                                   ARTICLE I
                                    OFFICES

          Section 1.  PRINCIPAL OFFICE AND REGISTERED AGENT.  The principal
                      -------------------------------------
office of the Corporation shall be located at such place in the State of
Maryland as the Board of Directors may designate and the registered agent of the
Corporation in the State of Maryland shall be such person as the Board of
Directors may designate.

          Section 2.  ADDITIONAL OFFICES.  The Corporation may have additional
                      ------------------
offices at such places as the Board of Directors may from time to time determine
or the business of the Corporation may require.


                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

          Section 1.  PLACE.  All meetings of stockholders shall be held at such
                      -----
place, either within the State of Maryland or at such other place within the
United States as shall be designated by the Board of Directors.  In the absence
of any such designation, stockholders' meetings shall be held at the principal
office of the Corporation.

          Section 2.  ANNUAL MEETING.  An annual meeting of the stockholders for
                      --------------
the election of directors and the transaction of any business within the powers
of the Corporation shall be held each year on a date and at a time designated by
the Board of Directors.

          Section 3.  SPECIAL MEETINGS. Special meetings of the stockholders for
                      ----------------
the transaction of any business within the powers of the Corporation may be
called by the President, Chief Executive Officer or Board of Directors.  Except
as may be otherwise provided by the Maryland General Corporation Law, as it may
be amended from time to time (the "MGCL"), special meetings of stockholders
shall also be called by the Secretary upon the written request of the holders of
shares entitled to cast not less than twenty-five (25%) percent of all the votes
entitled to be cast at such meeting.  Such request shall state the purpose of
such meeting and the matters

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proposed to be acted on at such meeting. The Secretary shall inform such
stockholders of the reasonably estimated cost of preparing and mailing notice of
the meeting and, upon payment to the Corporation of such costs, the Secretary
shall give notice to each stockholder entitled to notice of the meeting. Unless
requested by the stockholders entitled to cast a majority of all the votes
entitled to be cast at such meeting, a special meeting need not be called to
consider any matter which is substantially the same as a matter voted on at any
special meeting of the stockholders held during the preceding twelve months.

          Section 4.  NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE.
                      -------------------------------------------------
Written notice of all meetings shall be given by the Secretary and shall state
the time and place of the meeting.  The notice of an annual meeting shall state
that the meeting is called for the election of directors and for the transaction
of other business which may properly come before the meeting, and shall (if any
other action which could be taken at a special meeting is to be taken at such
annual meeting) contain any additional statements required in a notice of a
special meeting, and shall include a copy of any requisite statements or
provisions prescribed by the provisions of the MGCL; provided, however, that any
business of the Corporation may be transacted at any annual meeting without
being specially noticed unless the provisions of the MGCL provide otherwise.
The notice of a special meeting shall in all instances state the purpose or
purposes for which the meeting is called and shall include a copy of any
requisite statements or provisions prescribed by the provisions of the MGCL.
Written notice of any meeting shall be given to each stockholder either by mail
or personally delivered to him or by leaving it at his residence or usual place
of business not less than ten days and not more than ninety days before the date
of the meeting, unless any provisions of the MGCL shall prescribe a different
elapsed period of time, to each stockholder at his address appearing on the
books of the Corporation or the address supplied by him for the purpose of
notice.  If mailed, notice shall be deemed to be given when deposited in the
United States mail addressed to the stockholder at his address as it appears on
the records of the Corporation with postage thereon prepaid.  Whenever any
notice of the time, place or purpose of any meeting of stockholders is required
to be given under the provisions of the Corporation's Charter, these Bylaws or
of the provisions of the MGCL, a waiver thereof in writing, signed by the
stockholder and filed with the records of the meeting, whether before or after
the holding thereof, or his presence in person or by proxy at the meeting shall
be deemed equivalent to the giving of such notice to such stockholder.  The
foregoing requirements of notice shall also apply, whenever the Corporation
shall have any class of stock which is not entitled to vote, to holders of stock
who are not entitled to vote at the meeting, but who are entitled to notice
thereof and to dissent from any action taken thereat.

          Section 5.  SCOPE OF NOTICE.  Any business of the Corporation may be
                      ---------------
transacted at an annual meeting of stockholders without being specifically
designated in the notice, except such business as is required by statute to be
stated in such notice.  No business shall be transacted at a special meeting of
stockholders except as specifically designated in the notice.

          Section 6.  QUORUM.  At any meeting of stockholders, the presence in
                      ------
person or by proxy of stockholders entitled to cast a majority of all the votes
entitled to be cast at such meeting shall constitute a quorum; but this section
shall not affect any requirement under the provisions of the MGCL or the
Corporation's Charter for the vote necessary for the adoption of any measure.
If, however, such quorum shall not be present at any meeting of the
stockholders, the stockholders entitled to vote at such meeting, present in
person or by proxy, shall have power to

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adjourn the meeting from time to time to a date not more than 120 days after the
original record date without notice other than announcement at the meeting. At
such adjourned meeting at which a quorum shall be present, any business may be
transacted which might have been transacted at the meeting as originally
notified.

          Section 7.  VOTING.  A majority of all the votes cast at a meeting of
                      ------
stockholders duly called and at which a quorum is present shall be sufficient to
elect a director.  A majority of the votes cast at a meeting of stockholders
duly called and at which a quorum is present shall be sufficient to approve any
other matter which may properly come before the meeting, unless more than a
majority of the votes cast is required by the provisions of the MGCL or by the
Charter of the Corporation.  Unless otherwise provided in the Charter, each
outstanding share, regardless of class, shall be entitled to one vote on each
matter submitted to a vote at a meeting of stockholders.

          Section 8.  PROXIES.  Every stockholder may authorize another person
                      -------
or persons to act for him by proxy in all matters in which a stockholder is
entitled to participate, whether for the purposes of determining his presence at
a meeting, or whether by waiving notice of any meeting, voting or participating
at a meeting, or expressing consent or dissent without a meeting, or otherwise.
Every proxy shall be executed in writing by the stockholder or by his duly
authorized attorney in fact, and filed with the Secretary of the Corporation.
No proxy shall be valid more than eleven months from the date of its execution,
unless the proxy provides otherwise.

          Section 9.  VOTING OF STOCK BY CERTAIN HOLDERS.  Stock registered in
                      ----------------------------------
the name of a corporation, partnership, trust or other entity, if entitled to be
voted, may be voted by the president or a vice president, a general partner or
trustee thereof, as the case may be, or a proxy appointed by any of the
foregoing individuals, unless some other person who has been appointed to vote
such stock pursuant to a bylaw or a resolution of the board of directors of such
corporation or other entity presents a certified copy of such bylaw or
resolution, in which case such person may vote such stock.  Any director or
other fiduciary may vote stock registered in his name as such fiduciary, either
in person or by proxy.

          Shares of stock of the Corporation directly or indirectly owned by it
shall not be voted at any meeting and shall not be counted in determining the
total number of outstanding shares entitled to be voted at any given time,
unless they are held by it in a fiduciary capacity, in which case they may be
voted and shall be counted in determining the total number of outstanding shares
at any given time.

          The Board of Directors may adopt by resolution a procedure by which a
stockholder may certify in writing to the Corporation that any shares of stock
registered in the name of the stockholder are held for the account of a
specified person other than the stockholder.  The resolution shall set forth the
class of stockholders who may make the certification, the purpose for which the
certification may be made, the form of certification and the information to be
contained in it; if the certification is with respect to a record date or
closing of the stock transfer books, the time after the record date of closing
of the stock transfer books within which the certification must be received by
the Corporation; and any other provisions with respect to the procedure which
the Board of Directors considers necessary or desirable.  On receipt of such
certification, the person specified in the certification shall be regarded as,
for the purposes set forth in the certification, the stockholder of record of
the specified stock in place of the stockholder who makes the certification.

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          Notwithstanding any other provision of the Charter of the Corporation
or these Bylaws, Subtitle 7 of Title 3 of the MGCL (as the same may hereafter be
amended from time to time) shall not apply to the voting rights of any shares of
stock of the Corporation now or hereafter held by Alexander Haagen, Sr.,
Charlotte Haagen, Alexander Haagen III, Seymour Kreshek, Fred W. Bruning, or
Edward Krasnove and any Affiliate (as defined in Section 3-601 of the MGCL) or
Associates (as defined in Section 3-701 of the MGCL) of any of the foregoing
persons.

          Notwithstanding any other provision of the Charter of the Corporation
or these Bylaws, Subtitle 7 of Title 3 of the MGCL, shall not apply to any
acquisitions of shares of capital stock of any class of the Corporation made at
any time by Prometheus Western Retail, LLC or any of its existing or future
"affiliates" (as defined in Section 3-601(b) of the MGCL, as it may be amended
from time to time).  Any amendment, modification, alteration or repeal of any
provision of this paragraph shall not eliminate, restrict or otherwise limit
such exemption with respect to any such acquisitions that have been consummated,
or are the subject of an existing agreement entered into prior to the amendment,
modification, alteration or repeal.

          Section 10.  INSPECTORS.  At any meeting of stockholders, the chairman
                       ----------
of the meeting may, or upon the request of any stockholder shall, appoint one or
more persons as inspectors for such meeting.  Such inspectors shall ascertain
and report the number of shares represented at the meeting based upon their
determination of the validity and effect of proxies, count all votes, report the
results and perform such other acts as are proper to conduct the election and
voting with impartiality and fairness to all the stockholders.

          Each report of an inspector shall be in writing and signed by him or
by a majority of them if there is more than one inspector acting at such
meeting.  If there is more than one inspector, the report of a majority shall be
the report of the inspectors.  The report of the inspector or inspectors on the
number of shares represented at the meeting and the results of the voting shall
be prima facie evidence thereof.
   ----- -----

          Section 11.  NOMINATIONS AND STOCKHOLDER BUSINESS
                       ------------------------------------

          (a)  Annual Meetings of Stockholders.
               -------------------------------

               (1) Nominations of persons for election to the Board of Directors
and the proposal of business to be considered by the stockholders may be made at
an annual meeting of stockholders (i) pursuant to the Corporation's notice of
meeting, (ii) by or at the direction of the Board of Directors or (iii) by any
stockholder of the Corporation who was a stockholder of record at the time of
giving of notice provided for in this Section 11(a), who is entitled to vote at
the meeting and who complied with the notice procedures set forth in this
Section 11(a).

               (2) For nominations or other business to be properly brought
before an annual meeting by a stockholder pursuant to clause (iii) of paragraph
(a)(1) of this Section 11, the stockholder must have given timely notice thereof
in writing to the Secretary of the Corporation. To be timely, a stockholder's
notice shall be delivered to the Secretary at the principal executive offices of
the Corporation not less than 60 days nor more than 90 days prior to the first
anniversary of the preceding year's annual meeting; provided, however, that in
the event that the date of the

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annual meeting is advanced by more than 30 days or delayed by more than 60 days
from such anniversary date, notice by the stockholder to be timely must be so
delivered not earlier than the 90th day prior to such annual meeting and not
later then the close of business on the later of the 60th day prior to such
annual meeting or the tenth day following the day on which public announcement
of the date of such meeting is first made. Such stockholder's notice shall set
forth (i) as to each person whom the stockholder proposes to nominate for
election or reelection as a director all information relating to such person
that is required to be disclosed in solicitations of proxies for election of
directors, or is otherwise required, in each case pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended (the "Exchange Act")
(including such person's written consent to being named in the proxy statement
as a nominee and to serving as a director if elected); (ii) as to any other
business that the stockholder proposes to bring before the meeting, a brief
description of the business desired to be brought before the meeting, the
reasons for conducting such business at the meeting and any material interest in
such business of such stockholder and of the beneficial owner, if any, on whose
behalf the proposal is made; and (iii) as to the stockholder giving the notice
and the beneficial owner, if any, on whose behalf the nomination or proposal is
made, (x) the name and address of such stockholder, as they appear on the
Corporation's books, and of such beneficial owner and (y) the class and number
of shares of stock of the Corporation which are owned beneficially and of record
by such stockholder and such beneficial owner.

               (3) Notwithstanding anything in the second sentence of paragraph
(a)(2) of this Section 11 to the contrary, in the event that the number of
directors to be elected to the Board of Directors is increased and there is no
public announcement naming all of the nominees for director or specifying the
size of the increased Board of Directors made by the Corporation at least 70
days prior to the first anniversary of the preceding year's annual meeting, a
stockholder's notice required by this Section 11(a) shall also be considered
timely, but only with respect to nominees for any new positions created by such
increase, if it shall be delivered to the Secretary at the principal executive
offices of the Corporation not later than the close of business on the tenth day
following the day on which such public announcement is first made by the
Corporation.

          (b)  Special Meetings of Stockholders.  Only such business shall be
               --------------------------------
conducted at a special meeting of stockholders as shall have been brought before
the meeting pursuant to the Corporation's notice of meeting.  Nominations of
persons for election to the Board of Directors may be made at a special meeting
of stockholders at which directors are to be elected (i) pursuant to the
Corporation's notice of meeting, (ii) by or at the direction of the Board of
Directors or (iii) provided that the Board of Directors has determined that
directors shall be elected at such special meeting, by any stockholder of the
Corporation who is a stockholder of record at the time of giving of notice
provided for in this Section 11(b), who is entitled to vote at the meeting and
who complied with the notice procedures set forth in this Section 11(b).  In the
event the Corporation calls a special meeting of stockholders for the purpose of
electing one or more directors to the Board of Directors, any such stockholder
may nominate a person or persons (as the case may be) for election to such
position as specified in the Corporation's notice of meeting, if the
stockholder's notice required by paragraph (a)(2) of this Section 11(b) shall be
delivered to the Secretary at the principal executive offices of the Corporation
not earlier than the 90th day prior to such special meeting and not later than
the close of business on the later of the 60th day prior to such special meeting
or the tenth day following the day on which public announcement is first made of
the date of the  special  meeting and of the nominees proposed by the Board of
Directors to be elected at such meeting.

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          (c)  General.
               -------

               (1) Only such persons who are nominated in accordance with the
procedures set forth in this Section 11 shall be eligible to serve as directors
and only such business shall be conducted at a meeting of stockholders as shall
have been brought before the meeting in accordance with the procedures set forth
in this Section 11.  The presiding officer of the meeting shall have the power
and duty to determine whether a nomination or any business proposed to be
brought before the meeting was made in accordance with the procedures set forth
in this Section 11 and, if any proposed nomination or business is not in
compliance with this Section 11, to declare that such defective nomination or
proposal be disregarded.

               (2) For purposes of this Section 11, "public announcement" shall
mean disclosure in a press release reported by the Dow Jones New Service,
Associated Press or comparable news service or in a document publicly filed by
the Corporation with the Securities and Exchange Commission pursuant to Sections
13, 14 or 15(d) of the Exchange Act.

               (3) Notwithstanding the foregoing provisions of this Section 11,
a stockholder shall also comply with all applicable requirements of state law
and of the Exchange Act and the rules and regulations thereunder with respect to
the matters set forth in this Section 11. Nothing in this Section 11 shall be
deemed to affect any rights of stockholders to request inclusion of proposals in
the Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act.

          Section 12.  CONDUCT OF MEETINGS.  Meetings of the stockholders shall
                       -------------------
be presided over by one of the following officers in the order of seniority and
if present and acting - the Chairman of the Board, the Vice Chairman of the
Board, if any, the President, or a Vice-President.  The Secretary of the
Corporation, or in his absence, an assistant secretary, shall act as secretary
of every meeting, but if neither the Secretary nor an assistant secretary is
present the Chairman of the meeting shall appoint a secretary of the meeting.

          Section 13.  INFORMAL ACTION BY STOCKHOLDERS.  Any action required or
                       -------------------------------
permitted to be taken at a meeting of stockholders may be taken without a
meeting if the following are filed with the records of the meeting: a unanimous
written consent, which sets forth such action and is signed by each stockholder
entitled to vote on the matter and, as applicable, a written waiver of any right
to dissent signed by each stockholder entitled to notice of the meeting but not
entitled to vote at it.


                                 ARTICLE III
                                   DIRECTORS

          Section 1.   GENERAL POWERS.  The business and affairs of the
                       --------------
Corporation shall be managed under the direction of its Board of Directors.

          Section 2.   NUMBER AND QUALIFICATION.  The number of directors of the
                       ------------------------
Corporation shall be eleven, which number may be increased or decreased, but not
to less than seven, nor more than thirteen.  The number of directors may be
increased or decreased by an

                                       6
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amendment to these Bylaws, provided, however, that the tenure of office of a
director shall not be affected by any decrease in the number of directors. Each
director shall be a natural person of full age. A director need not be a
stockholder, a citizen of the United States or a resident of the State of
Maryland.

          Section 3.   ELECTION AND TERM.  The directors shall be divided into
                       -----------------
three classes designated Class I, Class II and Class III, as nearly equal in
number as possible, with a term of three years each, and the term of office of
one class shall expire each year.  Class I directors shall hold office initially
for a term expiring at the annual meeting of stockholders in 1994, Class II
directors shall hold office initially for a term expiring at the annual meeting
of stockholders in 1995 and Class III directors shall hold office initially for
a term expiring at the annual meeting of stockholders in 1996.  Beginning with
the annual meeting of stockholders in 1994 and at each succeeding annual meeting
of stockholders, the directors of the class of directors whose term expires at
such meeting will be elected to hold office for a term expiring at the third
succeeding annual meeting.  Each director will hold office for the term for
which he or she is elected and until his or her successor is duly elected and
qualified or until his death, retirement, resignation or removal.  In the
interim between annual meetings of stockholders or of special meetings of
stockholders called for the election of directors, newly created directorships
and any vacancies in the Board of Directors, including vacancies resulting from
the removal of directors by the stockholders which have not been filled by said
stockholders, may be filled by the Board of Directors.  Newly created
directorships filled by the Board of Directors shall be by action of a majority
of the entire Board of Directors.  All other vacancies to be filled by the Board
of Directors may be filled by a majority of the remaining members of the Board
of Directors, whether or not sufficient to constitute a quorum.

          Section 4.   ANNUAL AND REGULAR MEETINGS.  An annual meeting of the
                       ---------------------------
Board of Directors shall be held immediately after and at the same place as the
annual meeting of stockholders, no notice other than this Bylaw being necessary.
The Board of Directors may provide, by resolution, the time and place, either
within or without the State of Maryland, for the holding of regular meetings of
the Board of Directors without other notice than such resolution.

          Section 5.   SPECIAL MEETINGS.  Special meetings of the Board of
                       ----------------
Directors may be called by or at the request of the Chairman of the Board, the
President or by a majority of the directors then in office.  The person or
persons authorized to call special meetings of the Board of Directors may fix
any place, either within or without the State of Maryland, as the place for
holding any special meeting of the Board of Directors called by them.

          Section 6.   NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER.  Notice of any
                       ---------------------------------------
special meeting shall be given by written notice delivered personally,
transmitted by facsimile, telegraphed or mailed to each director at his business
or residence address.  Personally delivered, facsimile transmitted or
telegraphed notices shall be given at least two days prior to the meeting.
Notice by mail shall be given at least five days prior to the meeting.  If
mailed, such notice shall be deemed to be given when deposited in the United
States mail properly addressed, with postage thereon prepaid.  If given by
telegram, such notice shall be deemed to be given when the telegram is delivered
to the telegraph company.  Neither the business to be transacted at, nor the
purpose of, any annual, regular or special meeting of the Board of Directors
need be stated in this notice, unless specifically required by statute or these
Bylaws.  Whenever any notice of the time, place, or

                                       7
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purpose of any meeting of directors or any committee thereof is required to be
given under the provisions of the MGCL of these Bylaws, a waiver thereof in
writing, signed by the director or committee member entitled to such notice and
filed with the records of the meeting, whether before or after the meeting, or
presence at the meeting, shall be deemed equivalent to the giving of such notice
to such director or such committee member.

          Section 7.  QUORUM.  At all meetings of the Board of Directors, a
                      ------
majority of the authorized number of directors shall be necessary and sufficient
to constitute a quorum for the transaction of business, and the vote of a
majority of the directors present at any meeting at which there is a quorum,
shall be the act of the Board of Directors, except as may be otherwise
specifically provided by statute, by the Charter of the Corporation or by these
Bylaws.  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.  Notwithstanding the foregoing, one more than a majority of
the authorized number of directors shall be necessary to constitute a quorum to
approve the actions set forth below in clauses (i) through (iv), and such
actions shall not be effective unless approved by one more than a majority of
the authorized number of directors and by the stockholders of the Corporation,
if required by the MGCL, the Charter or these Bylaws.  Such action includes:

          (i)       a Change in Control (as hereinafter defined) of the
     corporation or CT Operating Partnership, L.P. (the "Operating
     Partnership");

          (ii)      any amendment to the Charter or these Bylaws (except for
     such amendments as may be required in the reasonable discretion of a
     majority of the Board of Directors to maintain the Corporation's status as
     a real estate investment trust under the Internal Revenue Code of 1986, as
     amended);

          (iii)     any waiver or modification of the Ownership Limit (as
     defined in the Charter); and

          (iv)      the issuance of any equity securities (other than shares of
     Common Stock issued (a) for at least the fair market value thereof at the
     time of issuance as determined in good faith by a majority of the Board of
     Directors, (b) pursuant to the Corporation's stock incentive plan, (c) upon
     exchange of OP Units under the partnership agreement of the Operating
     Partnership or (d) in a bona fide underwritten public offering managed by
     one or more nationally recognized investment banking firms) or rights to
     acquire any such securities.

     For purposes of this Section 7:

          (a)       the term "Change in Control" of (A) the Corporation shall
     mean (i) any transaction or series of transactions (whether by purchase of
     existing shares of Common Stock, issuance of shares of Common Stock,
     merger, consolidation or otherwise) the result of which is that either (x)
     any Person or Group other than The Alexander Haagen Company, Inc. or its
     affiliates becomes the Beneficial Owner, directly or indirectly, of 20% or
     more of the total voting power in the aggregate of all classes of capital
     stock of the Corporation then outstanding normally entitled to vote in the
     election of directors of the Corporation (or any

                                       8
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     surviving entity) or (y) the Beneficial Owners of the capital stock of the
     Corporation normally entitled to vote in the election of directors
     immediately prior to the transaction beneficially own less than 80% of the
     total voting power in the aggregate of all classes of capital stock of the
     Corporation then outstanding normally entitled to vote in the election of
     directors of the Corporation (or any surviving entity) immediately after
     such transaction or (ii) any transaction or series of transactions (whether
     by purchase of existing shares of Common Stock or OP Units, issuance of
     shares of Common Stock or OP Units, merger, consolidation or otherwise) the
     result of which is that either (x) any Person or Group other than The
     Alexander Haagen Company, Inc. or its affiliates becomes the Beneficial
     Owner, directly or indirectly, of 20% or more of the total voting power in
     the aggregate of all classes of capital stock of the Corporation then
     outstanding (including shares of Common Stock issuable upon exchange of OP
     Units, whether or not such OP Units are immediately exchangeable and
     without regard to the Ownership Limit) normally entitled to vote in the
     election of directors of the Corporation (or any surviving entity) or (y)
     the Beneficial Owners of the capital stock of the Corporation normally
     entitled to vote in the election of directors immediately prior to the
     transaction beneficially own less than 80% of the total voting power in the
     aggregate of all classes of capital stock of the Corporation then
     outstanding (including shares of Common Stock issuable upon exchange of OP
     Units, whether or not such OP Units are immediately exchangeable and
     without regard to the Ownership Limit) normally entitled to vote in the
     election of directors of the Corporation (or any surviving entity)
     immediately after such transaction; or (B) the Operating Partnership shall
     mean (i) any sale, transfer or other conveyance (whether by merger or
     consolidation of the Corporation or otherwise) by the Corporation of the
     general partnership interest in the Operating Partnership, except such
     transfers permitted under Section 11.2 of the Agreement of Limited
     Partnership of the Operating Partnership, (ii) any transaction or series of
     transactions (whether by purchase of existing OP Units, issuance of OP
     Units, merger, consolidation or otherwise) the result of which is that
     either (x) any Person or Group other than The Alexander Haagen Company,
     Inc. or its affiliates becomes the Beneficial Owner, directly or
     indirectly, of OP Units which represent 20% or more of the total percentage
     of limited partnership interests (including interests of assignees) therein
     or (y) the Beneficial Owners of limited partnership interests (including
     interests of assignees) therein immediately prior to the transaction
     beneficially own less than 80% of the total percentage of limited
     partnership interests (including interests of assignees) therein then
     outstanding immediately after such transaction.

          (b)       The term "Person" as used herein shall have the same meaning
     as such term has for purposes of Sections 13(d) and 14(d) of the Securities
     Exchange Act of 1934, as amended.

          (c)       The term "Group" as used herein shall have the same meaning
     as such term has for purposes of Sections 13(d) and 14(d) of the Securities
     Exchange Act of 1934, as amended.

          (d)       The term "Beneficial Owner" as used herein shall have the
     same meaning as such term has for purposes of Rule 13d-3 promulgated under
     the Securities Exchange Act of 1934, as amended, except that a Person shall
     be deemed to have beneficial ownership of all shares that a Person has the
     right to acquire, whether or not such right is immediately

                                       9
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     exercisable.

          (e)       The term "Ownership Limit" as used herein shall have the
     same meaning as such term has in the Charter of the Corporation.

          Section 8.  TELEPHONE MEETINGS.  Directors may participate in a
                      ------------------
meeting by means of a conference telephone or similar communications equipment
if all persons participating in the meeting can hear each other at the same
time.  Participation in a meeting by these means shall constitute presence in
person at the meeting.

          Section 9.  INFORMAL ACTION BY DIRECTORS.  Any action required or
                      ----------------------------
permitted to be taken at any meeting of the Board of Directors may be taken
without a meeting, if a consent in writing to such action is signed by each
director and such written consent is filed with the minutes of proceedings of
the Board of Directors.

          Section 10. VACANCIES.  If for any reason any or all the directors
                      ---------
cease to be directors, such event shall not terminate the Corporation or affect
these Bylaws or the powers of the remaining directors hereunder (even if fewer
than three directors remain).  Any vacancy on the Board of Directors for any
cause other than an increase in the number of directors shall be filled by a
majority of the remaining directors, although such majority is less than a
quorum.  Any vacancy in the number of directors created by an increase in the
number of directors may be filled by a majority vote of the entire Board of
Directors.  Any individual so elected as director shall hold office for the
unexpired term of the director he is replacing.

          Section 11. COMPENSATION.  Directors shall not receive any stated
                      ------------
salary for their services as directors but, by resolution of the Board of
Directors, fixed sums per year and/or per meeting.  Expenses of attendance, if
any, may be allowed to directors for attendance at each annual, regular or
special meeting of the Board of Directors or of any committee thereof; but
nothing herein contained shall be construed to preclude any directors from
serving the Corporation in any other capacity and receiving compensation
therefor.

          Section 12. REMOVAL OF DIRECTORS.  Any or all of the directors may be
                      --------------------
removed, with cause, by the affirmative vote of two-thirds of all the votes
entitled to be cast for the election of directors.

          Section 13. SURETY BONDS.  Unless required by law, no director shall
                      ------------
be obligated to give any bond or surety or other security for the performance of
any of his duties.

          Section 14. RELIANCE.  Each director, officer, employee and agent of
                      --------
the Corporation shall, in the performance of his duties with respect to the
Corporation, be fully justified and protected with regard to any act or failure
to act in reliance in good faith upon the books of account or other records of
the Corporation, upon an opinion of counsel or upon reports made to the
Corporation by any of its officers or employees or by the adviser, accountants,
appraisers or other experts or consultants selected by the Board of Directors or
officers of the Corporation, regardless of whether such counsel or expert may
also be a director.

          Section 15. CERTAIN RIGHTS OF DIRECTORS, OFFICERS, EMPLOYEES
                      ------------------------------------------------

                                       10
<PAGE>

AND AGENTS. The directors shall have no responsibility to devote their full time
----------
to the affairs of the Corporation. Any director or officer, employee or agent of
the Corporation, in his personal capacity or in a capacity as an affiliate,
employee, or agent of any other person, or otherwise, may have business
interests and engage in business activities similar to or in addition to those
of or relating to the Corporation.

                                  ARTICLE IV
                                  COMMITTEES

          Section 1.  NUMBER, TENURE AND QUALIFICATIONS.  The Board of Directors
                      ---------------------------------
may appoint from among its members an Executive Committee, an Audit Committee, a
Compensation Committee and other committees, composed of two or more directors,
to serve at the pleasure of the Board of Directors.

          Section 2.  POWERS.  The Board of Directors may delegate to committees
                      ------
appointed under Section 1 of this Article any of the powers of the Board of
Directors, except as prohibited by law.

          Section 3.  MEETINGS.  In the absence of any member of any such
                      --------
committee, the members thereof present at any meeting, whether or not they
constitute a quorum, may appoint another director to act in the place of such
absent member.

          Section 4.  TELEPHONE MEETINGS.  Members of a committee of the Board
                      ------------------
of Directors may participate in a meeting by means of a conference telephone or
similar communications equipment if all persons participating in the meeting can
hear each other at the same time.  Participation in a meeting by these means
shall constitute presence in person at the meeting.

          Section 5.  INFORMAL ACTION BY COMMITTEES.  Any action required or
                      -----------------------------
permitted to be taken at any meeting of a committee of the Board of Directors
may be taken without a meeting, if a consent in writing to such action is signed
by each member of the committee and such written consent is filed with the
minutes of proceedings of such committee.


                                   ARTICLE V
                                   OFFICERS

          Section 1.  GENERAL PROVISIONS.  The officers of the Corporation shall
                      ------------------
include a President, a Secretary and a Treasurer and may include a Chief
Executive Officer, a Chairman of the Board, a Vice Chairman of the Board, one or
more Vice Presidents, a Chief Financial Officer, one or more assistant
secretaries and one or more assistant treasurers.  In addition, the Board of
Directors may from time to time appoint such other officers with such powers and
duties as they shall deem necessary or desirable.  Unless otherwise provided in
the resolution of election or appointment, and subject to any employment
agreements, the officers of the Corporation shall be elected annually by the
Board of Directors at the first meeting of the Board of Directors held after
each annual meeting of stockholders, except that the Chief Executive Officer

                                       11
<PAGE>

may appoint one or more Vice Presidents, assistant secretaries and assistant
treasurers. If the election of officers shall not be held at such meeting, such
election shall be held as soon thereafter as may be convenient. Each officer
shall hold office until his successor is elected and qualifies or until his
death, resignation or removal in the manner hereinafter provided. Any two or
more offices except President and Vice President may be held by the same person.
In its discretion, the Board of Directors may leave unfilled any office except
that of President, Treasurer and Secretary. Election of an officer or agent
shall not of itself create contract rights between the Corporation and such
officer or agent.

          Section 2.  REMOVAL AND RESIGNATION.  Any officer or agent of the
                      -----------------------
Corporation may be removed by the Board of Directors if in its judgment the best
interests of the Corporation would be served thereby, but such removal shall be
without prejudice to the contract rights, if any, of the person so removed.  Any
officer of the Corporation may resign at any time by giving written notice of
his resignation to the Board of Directors, the Chairman of the Board, the
President or the Secretary.  Any resignation shall take effect at any time
subsequent to the time specified therein or, if the time when it shall become
effective is not specified therein, immediately upon its receipt.  The
acceptance of a resignation shall not be necessary to make it effective unless
otherwise stated in the resignation.

          Section 3.  VACANCIES.  A vacancy in any office may be filled by the
                      ---------
Board of Directors for the balance of the term.

          Section 4.  CHAIRMAN OF THE BOARD.  The Board of Directors may
                      ---------------------
designate a Chairman of the Board.  The Chairman of the Board shall preside over
the meetings of the Board of Directors and of the stockholders at which he shall
be present.  The Chairman of the Board shall perform such other duties as may be
assigned to him by the Board of Directors.

          Section 5.  CHIEF EXECUTIVE OFFICER.  The Board of Directors shall
                      -----------------------
designate a Chief Executive Officer.  In the absence of such designation, the
President shall be the chief executive officer of the Corporation.  The Chief
Executive Officer shall have general responsibility for implementation of the
policies of the Corporation, as determined by the Board of Directors, and for
the management of the business and affairs of the Corporation.

          Section 6.  PRESIDENT.  The Board of Directors shall designate a
                      ---------
President.  In the absence of such designation, the Chief Executive Officer
shall be the President of the Corporation.  The President shall in general
supervise and control the business and affairs of the Corporation.  The
President may execute any deed, mortgage, bond, contract or other instrument,
except in cases where the execution thereof shall be expressly delegated by the
Board of Directors or by these Bylaws to some other officer or agent of the
Corporation or shall be required by law to be otherwise executed; and in general
shall perform all duties incident to the office of President and such other
duties as may be prescribed by the Board of Directors from time to time.

          Section 7.  VICE PRESIDENT.  In the absence of the President or in the
                      --------------
event of a vacancy in such office, the Vice President (or in the event there be
more than one Vice President, the Vice Presidents in the order designated at the
time of their election or, in the absence of any designation, then in the order
of their election) shall perform 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; and

                                       12
<PAGE>

shall perform such other duties as from time to time may be assigned to him by
the President or by the Board of Directors. The Board of Directors may designate
one or more Vice Presidents as Senior Vice President or as Vice President for
particular areas of responsibility.

          Section 8.  CHIEF FINANCIAL OFFICER.  The Board of Directors may
                      -----------------------
designate a Chief Financial Officer.  The Chief Financial Officer shall have the
responsibilities and duties as set forth by the Board of Directors or the Chief
Executive Officer.

          Section 9.  TREASURER.  The Treasurer shall have the custody of the
                      ---------
funds and securities of the Corporation and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the Corporation and
shall deposit all moneys 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.  In the absence of a designation of a Chief Financial Officer by
the Board of Directors, the Treasurer shall be the Chief Financial Officer of
the Corporation.

          Section 10. SECRETARY.  The Secretary shall (a) keep the minutes of
                      ---------
the proceedings of the stockholders, the Board of Directors and committees of
the Board of Directors in one or more books provided for that purpose; (b) see
that all notices are duly given in accordance with the provisions of these
Bylaws or as required by law; (c) be custodian of the trust records and of the
seal of the Corporation; (d) keep a register of the post office address of each
stockholder which shall be furnished to the Secretary by such stockholder; (e)
have general charge of the stock transfer books of the Corporation; and (f) in
general perform such other duties as from time to time may be assigned by the
Chief Executive Officer, the President or by the Board of Directors.

          The Treasurer shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and Board of Directors, at the
regular meetings of the Board of Directors or whenever it may so require, an
account of all his transactions as Treasurer and of the financial condition of
the Corporation.

          If required by the Board of Directors, he shall give the Corporation a
bond in such sum and with such surety or sureties as shall be satisfactory to
the Board of Directors for the faithful performance of the duties of his office
and for the restoration to the Corporation, in case of his death, resignation,
retirement or removal from office, all books, papers, vouchers, moneys and other
property of whatever kind in his possession or under his control belonging to
the Corporation.

          Section 11. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The
                      ----------------------------------------------
assistant secretaries and assistant treasurers, in general, shall perform such
duties as shall be assigned to them by the Secretary or Treasurer, respectively,
or by the President or the Board of Directors.  The assistant treasurers shall,
if required by the Board of Directors, give bonds for the faithful performance
of their duties in such sums and with such surety or sureties as shall be
satisfactory to the Board of Directors.

          Section 12. SALARIES.  The salaries of the officers shall be fixed
                      --------
from time to time by the Board of Directors and no officer shall be prevented
from receiving such salary by reason of the fact that he is also a director.

                                       13
<PAGE>

                                  ARTICLE VI
                        CONTRACTS, CHECKS AND DEPOSITS

          Section 1.  CONTRACTS.  The Board of Directors may authorize any
                      ---------
officer or agent to enter into any contract or to execute and deliver any
instrument in the name of and on behalf of the Corporation and such authority
may be general or confined to specific instances.  Any agreement, deed,
mortgage, lease or other document executed by one or more of the directors or by
an authorized person shall be valid and binding upon the Board of Directors and
upon the Corporation when authorized or ratified by action of the Board of
Directors.

          Section 2.  CHECKS AND DRAFTS.  All checks, drafts or other orders for
                      -----------------
the payment of money, notes or other evidences of indebtedness issued 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 from time to time be
determined by the Board of Directors.

          Section 3.  DEPOSITS.  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 designate.


                                  ARTICLE VII
                                     STOCK

          Section 1.  CERTIFICATES.  Certificates representing shares of stock
                      ------------
shall set forth thereon the statements prescribed by Sections 2-207 and 2-211 of
the MGCL and by any other applicable provision of law and the statements
prescribed in Article VII of the Charter of the Corporation.  Each certificate
shall be signed by the Chief Executive Officer, the President or a Vice
President and countersigned by the Secretary or an assistant secretary or the
Treasurer or an assistant treasurer and may be sealed with the seal, if any, of
the Corporation.  The signatures of such officers may be either manual or
facsimile signatures.  Certificates shall be consecutively numbered; and if the
Corporation shall, from time to time, issue several classes of stock, each class
may have its own number series.  A certificate is valid and may be issued
whether or not an officer who signed it is still an officer when it is issued.
No certificate representing shares of stock shall be issued for any share of
stock until such share is fully paid, except as otherwise authorized by the
provisions of Section 2-210 of the MGCL.

          Section 2.  TRANSFERS.  Upon compliance with the provisions
                      ---------
restricting the transferability of shares of stock contained in the Charter,
these Bylaws and the MGCL, if any, transfers of shares of stock of the
Corporation shall be made only on the stock transfer books of the Corporation by
the record holder thereof, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of the Corporation or with a
transfer agent or a registrar, if any, and on surrender of the certificate or
certificates for such shares of stock properly endorsed and the payment of all
taxes due thereon, if any.

          The Corporation shall be entitled to treat the holder of record of any
share of stock as the holder in fact thereof and, accordingly, shall not be
bound to recognize any equitable or other

                                       14
<PAGE>

claim to or interest in such share on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise provided
by the laws of the State of Maryland.

          Section 3.  LOST CERTIFICATE.  The Board of Directors (or any officer
                      ----------------
designated by it) may direct a new certificate to be issued in place of any
certificate previously issued by the Corporation alleged to have been lost,
stolen or destroyed upon the making of an affidavit of that fact by the person
claiming the certificate to be lost, stolen or destroyed.  When authorizing the
issuance of a new certificate, the Board of Directors may, in its discretion and
as a condition precedent to the issuance thereof, require the owner of such
lost, stolen or destroyed certificate or his legal representative to advertise
the same in such manner as they shall require and/or to give bond, with
sufficient surety, to the Corporation to indemnify it against any loss or claim
which may arise as a result of the issuance of a new certificate.

          Section 4.  CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE.  The
                      --------------------------------------------------
Board of Directors may set, in advance, a record date for the purpose of
determining stockholders entitled to notice of or to vote at any meeting of
stockholders, or stockholders entitled to receive payment of any dividend or the
allotment of any other rights, or in order to make a determination of
stockholders for any other proper purpose.  Such date, in any case, shall not be
prior to the close of business on the day the record date is fixed and shall be
not more than 90 days and, in the case of a meeting of stockholders, not less
than ten days, before the date on which the meeting or particular action
requiring such determination of stockholders is to be held or taken.

          In lieu of fixing a record date, the Board of Directors may provide
that the stock transfer books shall be closed for a stated period but not longer
than 20 days.  If the stock transfer books are closed for the purpose of
determining stockholders entitled to notice of or to vote at a meeting of
stockholders, such books shall be closed for at least ten days before the date
of such meeting.

          If no record date is fixed and the stock transfer books are not closed
for the determination of stockholders, (a) the record date for the determination
of stockholders entitled to notice of or to vote at a meeting of stockholders
shall be at the close of business on the day on which the notice of meeting is
mailed or the 30th day before the meeting, whichever is the closer date to the
meeting; and (b) the record date for the determination of stockholders entitled
to receive payment of a dividend or an allotment of any other rights shall be
the close of business on the day on which the resolution of the directors,
declaring the dividend or allotment of rights, is adopted, but any such payment
of a dividend or allotment of rights shall not be made more than sixty days
after the date on which the resolution is adopted; and a meeting of stockholders
convened on the date for which it was called may be adjourned from time to time
without further notice to a date not more than one hundred and twenty days after
the original record date.

          When a determination of stockholders entitled to vote at any meeting
of stockholders has been made as provided in this section, such determination
shall apply to any adjournment thereof, except where the determination has been
made through the closing of the transfer books and the stated period of closing
has expired.

          Section 5.  STOCK LEDGER.  The Corporation shall maintain at its
                      ------------
principal office or at the office of its counsel, accountants or transfer agent,
an original or duplicate stock ledger

                                       15
<PAGE>

containing the name and address of each stockholder and the number of shares of
each class held by each stockholder. Such stock ledger may be in written form or
any other form capable of being converted into written form within a reasonable
time for visual inspection.

          Section 6.  FRACTIONAL SHARE INTERESTS OR SCRIP.  The Corporation may,
                      -----------------------------------
but shall not be obliged to, issue fractional shares of stock, eliminate a
fractional interest by rounding off to a full share of stock, arrange for the
disposition of a fractional interest by the person entitled to it, pay cash for
the fair value of a fractional share of stock determined as of the time when the
person entitled to receive it is determined, or issue scrip or other evidence of
ownership, and which shall entitle its holder to exchange such scrip or other
evidence of ownership aggregating a full share for a certificate which
represents the share, but such scrip or other evidence of ownership shall not,
unless otherwise provided, entitle the holder to exercise any voting right, or
to receive dividends thereon or to participate in any of the assets of the
Corporation in the event of liquidation.  The Board of Directors may impose any
reasonable condition on the issuance of scrip or other evidence of ownership,
and may cause such scrip or evidence of ownership to be issued subject to the
condition that it shall become void if not exchanged for a certificate
representing a full share of stock before a specified date or subject to the
condition that the shares for which such scrip or evidence of ownership is
exchangeable may be sold by the Corporation and the proceeds thereof distributed
to the holders of such scrip or evidence of ownership, or subject to a provision
for forfeiture of such proceeds to the Corporation if not claimed within a
period of not less than three years from the date the scrip or other evidence of
ownership was originally issued.


                                 ARTICLE VIII
                                  FISCAL YEAR

          The Board of Directors shall have the power, from time to time, to fix
the fiscal year of the Corporation by a duly adopted resolution.


                                  ARTICLE IX
                                   DIVIDENDS

          Section 1.  DECLARATION.  Dividends upon the stock of the Corporation
                      -----------
may be declared by the Board of Directors, subject to the provisions of the MGCL
and the Charter of the Corporation.  Dividends may be paid in cash, property or
stock of the Corporation, subject to the provisions of law and the Charter.

          Section 2.  CONTINGENCIES.  Before payment of any dividends, there may
                      -------------
be set aside out of any funds of the Corporation available for dividends such
sum or sums as the Board of Directors may from time to time, in its absolute
discretion, think proper as a reserve fund for contingencies, for equalizing
dividends, for repairing or maintaining any property of the Corporation or for
such other purpose as the Board of Directors shall determine to be in the best
interest of the Corporation, and the Board of Directors may modify or abolish
any such reserve in the manner in which it was created.

                                       16
<PAGE>

                                   ARTICLE X
                               INVESTMENT POLICY

          Subject to the provisions of the Charter of the Corporation, the Board
of Directors may from time to time adopt, amend, revise or terminate any policy
or policies with respect to investments by the Corporation as it shall deem
appropriate in its sole discretion.


                                  ARTICLE XI
                                CORPORATE SEAL

          The Board of Directors may authorize the adoption of a seal by the
Corporation.  The seal shall have inscribed thereon the name of the Corporation
and the year of its organization and shall contain such other words and/or
figures as the Board of Directors shall determine or the law require.  The Board
of Directors may authorize one or more duplicate seals and provide for the
custody thereof.


                                  ARTICLE XII
                                INDEMNIFICATION

          To the maximum extent permitted by Maryland law in effect from time to
time, the Corporation, without requiring a preliminary determination of the
ultimate entitlement to indemnification, shall indemnify and shall pay or
reimburse reasonable expenses in advance of final disposition of a proceeding to
(i) any individual who is a present or former director or officer of the
Corporation or (ii) any individual who, while a director of the Corporation and
at the request of the Corporation, serves or has served another corporation,
partnership, joint venture, trust, employee benefit plan or any other enterprise
as a director, officer, partner or trustee of such corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise from and against
any claims made against such individual by reason of service in the capacities
described in clauses (i) and (ii).  The Corporation may, with the approval of
its Board of Directors, provide such indemnification and advancement of expenses
to a person who served as a predecessor of the Corporation in any of the
capacities described in (i) or (ii) above and to any employee or agent of the
Corporation or a predecessor of the Corporation.

          Neither the amendment nor repeal of this Article, nor the adoption or
amendment of any other provision of the Bylaws or Charter of the Corporation
inconsistent with this Article, shall apply to or affect in any respect the
applicability of the preceding paragraph with respect to any act or failure to
act which occurred prior to such amendment, repeal or adoption.


                                 ARTICLE XIII
                               WAIVER OF NOTICE

          Whenever any notice is required to be given pursuant to the Charter of
the Corporation or these Bylaws or pursuant to applicable law, a waiver thereof
in writing, signed by the person or persons entitled to such notice, whether
before or after the time stated herein, shall be

                                       17
<PAGE>

deemed equivalent to the giving of such notice. Neither the business to be
transacted at nor the purpose of any meeting need be set forth in the waiver of
notice, unless specifically required by statute. The attendance of any person at
any meeting shall constitute a waiver of notice of such meeting, except where
such person attends a meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.


                                  ARTICLE XIV
                              AMENDMENT OF BYLAWS

          The Board of Directors shall have the exclusive power to adopt, alter
or repeal any provision of these Bylaws and to make new Bylaws.

                                       18