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                                                                     EXHIBIT 3.4
                                   BY-LAWS OF

                          STARWOOD LODGING CORPORATION

                      (AS AMENDED THROUGH JANUARY 31, 1995)

                                    ARTICLE I

                                     OFFICES

     In addition to the required principal office, the Corporation may have such
offices at such places, both within and without the State of Maryland, as the
Board of Directors from time to time determines or as the business of the
Corporation from time to time requires.

                                   ARTICLE II

                          MEETINGS OF THE STOCKHOLDERS

     SECTION 1. ANNUAL MEETINGS. Annual meetings of the stockholders shall be
held on such date and at such time during the period from September 1 to
September 30 of each year and at such place in the United States (within or
without the State of Maryland) as is designated from time to time by the Board
of Directors and stated in the notice of the meeting. At each annual meeting the
stockholders shall elect a Board of Directors and shall transact such other
business as may properly be brought before the meeting.

     SECTION 2. SPECIAL MEETINGS. Unless otherwise prescribed by law, the
Articles of Incorporation or these By-Laws, special meetings of the stockholders
for any purpose or purposes may be called by the Board of Directors, the
President or any two or more Directors, or by the Secretary upon the written
request of stockholders owning not less than twenty-five percent (25%) of the
shares of capital stock of the Corporation issued and outstanding and entitled
to vote at any such meeting. Special meetings shall be held at such place in the
United States (within or without the State of Maryland) as is designated by the
Board of Directors and stated in the notice of the meeting. Requests for special
meetings shall state the purpose or purposes of the proposed meeting. Unless
requested by stockholders


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entitled to cast a majority of all votes entitled to be cast at the 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 (12) months.

     Within twenty (20) days after the Corporation receives a stockholder
request for the calling of a special meeting, the Board of Directors shall
designate the date on which such meeting is to be held and the Secretary shall
give notice of such meeting. Any such special meeting shall be held on a date
not earlier than the twentieth (20th) day, and not later than the ninetieth
(90th) day, following the date on which such notice is given.

     Notwithstanding the foregoing, if as of the date a stockholder request for
a special meeting is received or within twenty (20) days thereafter, the Board
of Directors has called or calls a meeting of stockholders (whether annual or
special) for a purpose or purposes other than the purpose(s) stated in the
stockholder request, the Board of Directors need not call, and the Secretary
need not give notice of, a separate and additional meeting of stockholders if
(i) the Board of Directors determines in good faith that calling such a separate
and additional meeting would require the Corporation to incur undue cost and
expense, and (ii) the Secretary notifies both the requesting stockholder(s) and
all other stockholders entitled to vote, within twenty (20) days after the
Corporation receives the stockholder request, that the matter(s) proposed by the
requesting stockholder(s) to be considered at a special meeting may be proposed
and considered at the meeting otherwise called by the Board of Directors. In
addition, if not later than the thirtieth (30th) day prior to the date on which
any special meeting called by the Board of Directors pursuant to a stockholder
request is to be held, the Board of Directors determines in good faith to
present for consideration by the stockholders of the Corporation one or more
matters other than those proposed by the requesting stockholder(s) to be so
considered, the Board of Directors may postpone the previously called special
meeting for a period of up to sixty (60) days following the date on which notice
of such postponement is given. Notice of such postponement and of the additional
matter(s) to be considered at such meeting shall be given by the Secretary not
later than the thirtieth (30th) day prior to the originally scheduled meeting
date.

     SECTION 3. PRESIDING OFFICERS. Meetings of the stockholders shall be
presided over by the Chairman of the Board, or, if the Chairman is not present,
by the President, or, if the President is not present, by a Vice President, or,
if a Vice President is not present, such person who is chosen by the Board of
Directors, or, if none, by a person to be chosen at the meeting by stockholders
present in person or by proxy who own a

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majority of the shares of capital stock of the Corporation entitled to vote and
be represented at such meeting. The secretary of meetings shall be the Secretary
of the Corporation, or, if the Secretary is not present, an Assistant Secretary,
or, if an Assistant Secretary is not present, such person as may be chosen by
the Board of Directors, or, if none, such person who is chosen by the chairman
of the meeting.

     The presiding officer at a meeting of the stockholders shall have all power
and authority vested in a presiding officer by law or practice, including,
without limitation, the authority to determine whether the nomination of any
person is made in compliance with applicable provisions of these By-Laws (and to
refuse to acknowledge the nomination of any person not made in such compliance);
to determine whether any item of business proposed to be brought before the
meeting has been properly brought (and to declare that any business not so
brought shall be disregarded and not transacted); to establish rules pertaining
to reasonable time limits and the amount of time that may be taken up in remarks
by any stockholder or group of stockholders and otherwise pertaining to the
conduct of the meeting; and to otherwise decide all matters relating to the
conduct of the meeting. The presiding officer may appoint a parliamentarian and
one or more sergeants-at-arms. The parliamentarian may advise the presiding
officer upon matters relating to the conduct of the stockholders' meeting. The
sergeant- or sergeants-at-arms shall have authority to take any and all actions
that such persons deem necessary or appropriate to assure that the meeting is
conducted with decorum and in an orderly manner, including, without limitation,
authority to expel or cause the expulsion of any person who the presiding
officer determines is failing to comply with the rules concerning the conduct
of, or is otherwise disrupting, the meeting.

     SECTION 4. ADJOURNMENTS. Whether or not a quorum is present at any meeting
of the stockholders, the stockholders entitled to vote thereat present in person
or by proxy shall have the power to adjourn the meeting from time to time,
without notice of the adjourned meeting if the time and place thereof are
announced at the meeting at which the adjournment is taken. Any business which
might have been transacted at a meeting as originally called may be transacted
at any meeting held after adjournment as provided in this Section 4, if a quorum
is present in person or by proxy at such reconvened meeting.

     SECTION 5. PROXIES. Whenever the vote or consent of stockholders is
required or permitted, such vote or consent may be given by a stockholder in
person or by proxy. The appointment of a proxy or proxies shall be made by an
instrument in writing executed by the stockholder or his duly authorized agent
and filed with the Secretary of the Corporation. No proxy shall be valid after
the expiration of eleven (11) months from the date of its execution unless the
stockholder executing it specifies

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therein the length of time for which it is to continue in force. At a meeting of
stockholders all questions concerning the qualification of voters, the validity
of proxies, and the acceptance or rejection of votes, shall be decided by the
secretary of the meeting unless inspectors of election are appointed pursuant to
Section 6 of this Article II, in which event such inspectors shall pass upon all
questions and shall have all other duties specified in said section.

     SECTION 6. INSPECTORS OF ELECTION. In advance of any meeting of the
stockholders, the Board of Directors may appoint any one or more persons (other
than nominees for office) to act as inspectors of election at the meeting or any
adjournment thereof. If no inspector of election is so appointed, the presiding
officer of the meeting may, and on the request of any stockholder or his proxy
shall, appoint one or more such inspectors of election. The number of inspectors
shall be either one (1) or three (3), as determined by the presiding officer;
provided, however, that if such inspector(s) is or are to be appointed at the
meeting on the request of one or more stockholders or proxies, the holders of a
majority of the total number of shares represented at the meeting (in person or
by duly executed proxy) shall determine whether one (1) or three (3) inspectors
are to be appointed. If any person appointed as inspector of election fails to
appear at the meeting or fails or refuses to act as inspector, the presiding
officer of the meeting may, and upon the request of any stockholder or his proxy
shall, appoint a person to fill that vacancy. The inspectors of election shall:

     (a) Determine the number of shares of capital stock outstanding and the
voting power of each, the shares represented at the meeting, the existence of a
quorum, and the authenticity, validity and effect of proxies;

     (b) Receive votes, ballots or consents;

     (c) Count and tabulate all votes or consents;

     (d) Determine and report to the Corporation the results of the voting; and

     (e) Do any other acts that may be proper to conduct the election or vote
with fairness to all stockholders.

     On request of the presiding officer of the meeting or of any stockholder or
his proxy, the inspector(s) of election shall make a report in writing of any
question or other matter determined by him or them and execute a certificate of
any facts found by him or them.

     If there are three (3) inspectors of election, the decision, act, report or
certificate of a majority shall be

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effective in all respects as the decision, act, report or certificate of the
inspectors.

     SECTION 7. BUSINESS. Except as may be otherwise provided by applicable law,
the only business that shall be conducted at any meeting of the stockholders
(other than matters incident to the conduct of the meeting) shall be business
brought before the meeting by or at the direction of the Board of Directors or
by a stockholder who complies with the procedures set forth in this Section 7.

     Except as otherwise provided by Section 1A of Article III of these By-Laws
or by applicable law, the only business that shall be conducted at any meeting
of the stockholders shall (i) have been specified in the notice of the meeting
(or any supplement thereto) given by or at the direction of the Board of
Directors, (ii) otherwise be brought before such meeting by or at the direction
of the Board of Directors or the presiding officer of the meeting, or (iii) be
otherwise properly brought before the meeting by or on behalf of a stockholder
who shall have been a stockholder of record on the record date for such meeting,
who shall continue to be entitled to vote thereat, and who shall have complied
with the procedures set forth in the remainder of this Section 7. In addition to
any and all other applicable requirements, for business to be properly brought
before a meeting of the stockholders by a stockholder, the stockholder must have
given timely notice thereof in writing to the Secretary. To be timely, a
stockholder's notice must be delivered personally or mailed to the received at,
the principal executive offices of the Corporation not less than 50 days nor
more than 75 days prior to the meeting of stockholders at which such business is
to be conducted; provided, however, that in the event that less than 60 days'
notice or prior public disclosure of the date of the meeting is given or made to
stockholders, notice by the stockholder to be timely must be so delivered or
received not later than the 10th day following the day on which such notice of
the date of the meeting was mailed or such public disclosure was made, whichever
first occurs.

     A stockholder's notice to the Secretary shall set forth (i) a description
of each item of business the stockholder proposes to bring before the meeting
and the wording of the proposal, if any, to be submitted for a vote of the
stockholders with respect thereto; (ii) the name and address of the stockholder;
(iii) the class and number of shares of stock of the Corporation held of record,
owned beneficially and represented by proxy by such stockholder as of the record
date for the meeting (if such date shall then have been publicly disclosed) and
as of the date of such notice; and (iv) all other information that would be
required to be included in a proxy statement filed with the Securities and
Exchange Commission (the "SEC") if, with respect to any such item of business,
such stockholder were a participant in a solicitation subject to Section 14 of
the

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Securities Exchange Act of 1934 (the "Exchange Act"), as from time to time
amended.

                                   ARTICLE III

                                    DIRECTORS

     SECTION 1. NUMBER; TENURE. The number of directors of the Corporation shall
be not less than three (3) nor more than fifteen (15), and, within these limits,
may be fixed, increased or decreased from time to time by a majority of the
entire Board of Directors, or by the stockholders, but no such action may affect
the tenure of office of any director.

     The directors shall be divided, with respect to the time for which they
severally hold office, into three classes, as nearly equal in number as
reasonably possible, with the term of office of the first class to expire at the
1995 annual meeting of stockholders, the term of office of the second class to
expire at the 1996 annual meeting of stockholders, and the term of office of the
third class to expire at the 1997 annual meeting of stockholders, with each
director to hold office until his or her successor shall have been duly elected
and qualified. At each annual meeting of stockholders, commencing with the 1995
annual meeting, (i) directors elected to succeed the class of directors whose
terms then expire shall be elected for a term of office to expire at the third
succeeding annual meeting of stockholders after their election, with each
director of the class to hold office until his or her successor shall have been
duly elected and qualified and (ii) except as otherwise required by law, if
authorized by a resolution of the Board of Directors, directors may be elected
to fill any vacancy on the Board of Directors, regardless of how such vacancy
shall have been created.

     SECTION 1A. NOMINATION OF DIRECTORS. Nominations of persons for election to
the Board of Directors at an annual meeting of the stockholders may be made at
such meeting only by or at the direction of the Board of Directors, by any
nominating committee or person(s) appointed by the Board of Directors, or by any
stockholder entitled to vote for the election of Directors at the meeting who
complies with the notice procedures set forth in this Section 1A.

     Any stockholder entitled to vote for the election of Directors may nominate
one or more persons for election to the Board of Directors at a meeting only if
written notice of such stockholder's intent to make such nomination or
nominations has been delivered personally to the Secretary at, or been mailed to
the Secretary and received at, the principal executive offices of the
Corporation not less than 50 days nor more than 75 days prior

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to the meeting; provided, however, that in the event that less
than 60 days' notice or prior public disclosure of the date of meeting is given
or made to stockholders, notice by the stockholder to be timely must be so
delivered or received not later than the 10th day following the day on which
such notice of the date of the meeting was mailed or such public disclosure was
made, whichever first occurs. Such stockholder's notice to the Secretary shall
set forth: (i) the name and address of the stockholder who intends to make the
nomination(s) and of the person or persons to be nominated; (ii) the class and
number of shares of stock of the Corporation that are held of record,
beneficially owned and represented by proxy by such stockholder as of the record
date for the meeting (if such date then shall have been made publicly available)
and as of the date of such notice; (iii) a representation that such stockholder
intends to appear in person or by proxy at the meeting to nominate the person or
persons specified in the notice; (iv) a description of any contract, arrangement
or understanding between such stockholder and each nominee and any other person
or persons (naming such person or person) pursuant to which the nomination or
nominations are to be made by such stockholder; (v) such other information
regarding each nominee proposed by such stockholder as would be required to be
disclosed in a proxy statement used in a solicitation of proxies for the
election of directors which solicitation was subject to the rules and
regulations of the SEC under Section 14 of the Exchange Act; and (vi) the
consent of each nominee to serve as a Director of the Corporation if so elected.

     No person shall be eligible for election as a Director of the Corporation
unless nominated in accordance with the procedures set forth herein.

     SECTION 2. CHAIRMAN OF THE BOARD. The Chairman of the Board shall be chosen
by the vote of a majority of the entire Board of Directors. The Chairman of the
Board, if present, shall preside at all meetings of the stockholders and all
meetings of the Board of Directors. The Chairman of the Board shall be, ex
officio, a member of all standing committees, but shall not be an officer of the
Corporation.

     SECTION 3. VACANCIES. Except as otherwise required by law, unless the Board
of Directors otherwise determines, newly created directorships resulting from
any increase in the authorized number of directors or any vacancies on the Board
of Directors resulting from any cause shall be filled only by a majority vote of
the directors then in office, though less than a quorum, and directors so chosen
shall hold office for a term expiring at the annual meeting of stockholders at
which the term of office of the class to which they have been elected expires
and until such director's successor shall have been duly elected and qualified.
No decrease in the numbers of authorized

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directors constituting the entire Board of Directors shall shorten the term of
any incumbent director.

     SECTION 4. RESIGNATION. Any director may resign at any time by giving
written notice to the Board of Directors, the Chairman of the Board, the
Present, or the Secretary of the Corporation. Unless otherwise specified in such
written notice, a resignation shall take effect upon delivery thereof. A
resignation need not be accepted in order for it to be effective.

     SECTION 5. PLACE OF MEETINGS. The Board of Directors may hold both regular
and special meetings either within or without the State of Maryland, at such
place as the Board of Directors from time to time deems advisable.

     SECTION 6. ANNUAL MEETING. The annual meeting of each newly elected Board
of Directors shall be held immediately following the annual meeting of
stockholders, for the purpose of electing officers and transacting other
business. No notice to the newly elected directors of such meeting shall be
necessary for such meeting to be lawful, provided a quorum is present.

     SECTION 7. REGULAR MEETINGS. Regular meetings of the Board of Directors
need not be held.

     SECTION 8. SPECIAL MEETINGS. Special meetings of the Board of Directors may
be called at any time by the President, and the President shall call a special
meeting at any time upon the written request of two (2) directors. Written
notice of the time and place of a special meeting shall be given to each
director, either personally or by sending a copy thereof by mail or by
telegraph, charges prepaid, to his address appearing on the books of the
Corporation or theretofore given by him to the Corporation for the purpose of
notice. In case of personal service, such notice shall be so delivered at least
twenty-four (24) hours prior to the time fixed for the meeting. If such notice
is mailed it shall be deposited in the United States mail in the place in which
the principal office of the Corporation is located at least seventy-two (72)
hours prior to the time fixed for the holding of the meeting. If telegraphed, it
shall be delivered to the telegraph company at least forty-eight (48) hours
prior to the time fixed for the holding of the meeting. If notice is not so
given by the Secretary, it may be given by the President, or the directors
requesting the meeting may issue the call and give the notice.

     SECTION 9. ADJOURNMENTS. A quorum of the directors may adjourn any meeting
of the Board of Directors to meet again at a stated day and hour. In the absence
of a quorum a majority of the directors present may adjourn from time to time to
meet again at a stated day and hour prior to the time fixed for the next regular
meeting of the Board of Directors. Notice of the

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time and place of an adjourned meeting need not be given to any director of the
time and place is fixed at the meeting adjourned.

     SECTION 10. COMPENSATION. Directors shall be entitled to such compensation
for their services as directors as from time to time may be fixed by the Board
of Directors. No director who receives compensation as a director shall be
barred from serving the Corporation in any other capacity or from receiving
compensation and reimbursement of reasonable expenses for any or all such other
services.

     SECTION 11. ACTION BY CONSENT. Any action required or permitted to be taken
at any meeting of the Board of Directors may be taken without a meeting and
without prior notice if a written consent in lieu of such meeting which sets
forth the action so taken is signed either before or after such action by all
directors. All written consents shall be filed with the minutes of the Board's
proceedings.

     SECTION 12. MEETINGS BY TELEPHONE OR SIMILAR COMMUNICATIONS. The Board of
Directors may participate in meetings by means of conference telephone or
similar communications equipment, whereby all directors participating in the
meeting can hear each other at the same time, and participation in any such
meeting shall constitute presence in person at such meeting. A written record
shall be made of all actions taken at any meeting conducted by a means of a
conference telephone or similar communications equipment.

     SECTION 13. TRANSACTIONS WITH INTERESTED PERSONS. (a) Notwithstanding
anything to the contrary contained in these By-Laws, in addition to any
affirmative vote required either by law, the Partnership Agreement, the Articles
of Incorporation of the Corporation or these By-Laws, any Transaction involving
the Corporation or these By-Laws, any Transaction involving the Corporation or
any of its subsidiaries or the Operating Partnership shall require the
affirmative vote of a majority of the directors ("Disinterested Members") on the
Board of Directors of the Corporation who are not employees, officers,
directors, Affiliates or Associates of the Interested Person who or which is a
party to the Transaction.

     (b) As used in this Section 13:

     (i) "Affiliate" and "Associate" shall have the respective meanings ascribed
   to such terms in Rule 12b-2 of the General Rules and Regulations under the
   Securities Exchange Act of 1934, as in effect on January 1, 1995.

     (ii) A Person shall " Beneficially Own" and be the "Beneficial Owner" of
   any Paired Shares or Units:

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          (A) which such Person or any of its Affiliates or Associates or
     Associates beneficially owns, directly or indirectly, within the meaning of
     Rule 13d-3 under the Securities Exchange Act of 1934, as in effect on
     January 1, 1995; or

          (B) which such Person or any of its Affiliates or Associates has (I)
     the right to acquire (whether such right is exercisable immediately or only
     after the passage of time), pursuant to any agreement, arrangement or
     understanding or upon the exercise of conversion rights, exchange rights,
     warrants or options, or otherwise, or (II) the right to vote pursuant to
     any agreement, arrangement or understanding (but neither such Person nor
     any such Affiliate or Associate shall be deemed to be the Beneficial Owner
     of any Paired Shares of Units solely by reason of a revocable proxy granted
     for a particular meeting of stockholders, pursuant to a public solicitation
     of proxies for such meeting, and with respect to which Paired Shares or
     Units neither such Person not any such Affiliate or Associate is otherwise
     deemed the Beneficial Owner); or

          (C) which are beneficially owned, directly or indirectly, within the
     meaning of the Rule 13d-3 under the Securities Exchange Act of 1934, as in
     effect on January 1, 1995, by any other Person with which such Person or
     any of its Affiliates or Associates has any agreement, arrangement or
     understanding for the purpose of acquiring, holding, voting (other than
     solely by reason of a revocable proxy as described in subparagraph (B)
     above) or disposing of any Paired Shares or Units.

     (iii) "Interested Person" shall mean any Person who or which is the
Beneficial Owner, directly or indirectly, of 5% or more the outstanding Paired
Shares or the outstanding Units or who or which is an Affiliate or Associate of
the Trust, the Corporation or either of the Partnerships. for the purposes of
determining whether a Person is an Interested Person, the number of Paired
Shares or Units deemed to be outstanding shall include Paired Shares or Units
deemed owned through application of paragraphs (A), (B) and (C) of paragraph
(ii) above but shall not include any other unissued Paired Shares or Units which
may be issuable pursuant to any agreement, arrangement or understanding, or upon
exercise of conversion rights, warrants or options, or otherwise.

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          (iv) "Operating Partnership" shall mean SLC Operating Limited
     Partnership, a Delaware limited partnership.

          (v) "Paired Shares" shall mean the shares of common stock of the
     Corporation and the shares of beneficial interest of the Trust which are
     paired pursuant to the Pairing Agreement dated June 25, 1980 between the
     Trust and the Corporation, as it may be amended from time to time.

          (vi) "Partnership Agreement" shall mean the Limited Partnership
     Agreement of the Operating Partnership, as it may be amended from time to
     time.

          (vii) "Partnerships" shall mean the Operating Partnership and SLT
     Realty Limited Partnership, a Delaware limited partnership.

          (viii) " Person" shall mean any individual, limited partnership,
     general partnership, corporation, limited liability company or any other
     firm or entity.

          (ix) "Transaction" shall mean any contract, sale, lease, exchange,
     mortgage, transfer or disposition to or with, or any other transaction
     with, any Interested Person, including, without limitation, any election
     with respect to the method of payment for an exchange of Units for Paired
     Shares or any action to be taken by the Corporation, the Trust or the
     Partnerships with respect to the senior debt of SLT Realty Limited
     Partnership.

          (x) "Trust" shall mean Starwood Lodging Trust (formerly Hotel
     Investors Trust), a Maryland real estate investment trust.

          (xi) "Units" shall have the meaning set forth in the Partnership
     Agreement.

          (d) A majority of the Disinterested Members shall have the power and
duty to determine, on the basis of information known to them after reasonable
inquiry, all facts necessary to determine compliance with this Section 13,
including, without limitation, (i) whether a Person is an Interested Person,
(ii) the number of Paired Shares or Units that any Person Beneficially Owns, and
(iii) whether a Person is an Affiliate or Associate of another. A majority of
the Disinterested Members shall have the right to demand that any Person who is
reasonably believed to be an Interested Person (or who holds of record Paired
Shares or Units that any Interested Person Beneficially Owns) supply the
Corporation with complete information as to (i) the record owner(s) of all
Paired Shares or Units that such Person who is reasonably believed to be an
Interested Person Beneficially Owns, (ii) the number of, and class or series of,
Paired Shares or Units that such Person who is reasonably believed to be an

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Interested Person Beneficially Owns and the number(s) of the certificate(s), if
any, evidencing such Paired Shares or Units and (iii) any other factual matter
relating to the applicability or effect of this Section 13, as may be reasonably
requested of such Person, and such Person shall furnish such information within
10 days after receipt of such demand.

          (e) Nothing contained in this Section 13 shall be construed to relieve
any Interested Person from any fiduciary obligation imposed by law.

          (f) Notwithstanding anything to the contrary contained in these
By-Laws, this Section 13 may be amended or repealed only by a majority of
directors on the Board of Directors of the Corporation who are not employees,
officers, Affiliates or Associates of the Trust, the Corporation, the
Partnerships or any Interested Person.

                                   ARTICLE IV

                                   COMMITTEES

          SECTION 1. EXECUTIVE COMMITTEE. (a) The Board of Directors may appoint
two or more directors to constitute an Executive Committee. One of such
directors shall be designated as Chairman of the Executive Committee. The
Executive Committee shall have and may exercise all of the rights, powers and
authority of the Board of Directors, except as expressly limited by the Maryland
General Corporation Law, as amended from time to time.

          (b) The Executive Committee shall fix its own rules of procedure and
shall meet at such times and at such place or places as it may determine. The
Chairman of the Executive Committee, or, in the absence of a Chairman, a member
of the Executive Committee chosen by a majority of the members present, shall
preside at meetings of the Executive Committee, and another member thereof
chosen by the Executive Committee shall act as secretary. A majority of the
Executive Committee shall constitute a quorum for the transaction of business,
and the affirmative vote of a majority of the members present at a meeting shall
be required for any action of the Executive Committee.

          SECTION 2. OTHER COMMITTEES. The Board of Directors may appoint such
other committees as it shall deem advisable and with such authority as the Board
of Directors shall from time to time determine.

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          SECTION 3. OTHER PROVISIONS REGARDING COMMITTEES. (a) The Board of
Directors shall have the power at any time to fill vacancies in, change the
membership of, or discharge any committee.

          (b) Members of any committee shall be entitled to such compensation
for their services as from time to time may be fixed by the Board of Directors.
No committee member who receives compensation as a member of any one or more
committees shall be barred from serving the Corporation in any other capacity or
from receiving compensation and reimbursement of reasonable expenses for any or
all such other services.

          (c) Unless prohibited by law, the provisions of Section 11 and Section
12 of Article III shall apply to all committees from time to time created by the
Board of Directors.

                                    ARTICLE V

                                    OFFICERS

          SECTION 1. POSITIONS. The officers of the Corporation shall be chosen
by the Board of Directors and shall consist of a President, one or more Vice
Presidents, a Secretary and a Treasurer. The Board of Directors also may choose
one or more Assistant Secretaries and Assistant Treasurers and such other
officers and agents at the Board from time to time deems necessary or
appropriate. The Board of Directors may delegate to the President of the
Corporation the authority to appoint any officer or agent of the Corporation and
to fill a vacancy other than the President, Secretary or Treasurer. The election
or appointment of any officer of the Corporation in itself shall not create
contract rights for any such officer. All officers of the Corporation shall
exercise such powers and perform such duties as from time to time shall be
determined by the Board of Directors. Any two or more offices may be held by the
same person except the offices of President and Vice President, President and
Secretary, or President and Assistant Secretary.

          SECTION 2. TERM OF OFFICE; REMOVAL. Each officer of the Corporation
shall hold office at the pleasure of the Board of Directors and any officer may
be removed, with or without cause, at any time by the affirmative vote of a
majority of the directors then in office, provided that any officer appointed by
the President pursuant to authority delegated to the President by the Board of
Directors may be removed, with or without cause, at any time whenever the
President in his or her absolute discretion shall consider that the best
interests of the Corporation shall be served by such removal. Vacancies (however
caused) in any office may be filled for the unexpired portion of the term by the

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Board of Directors (or by the President in the case of a vacancy occurring in an
office to which the President has been delegated the authority to make
appointments).

          SECTION 3. COMPENSATION. The salaries of all officers of the
Corporation shall be fixed from time to time by the Board of Directors, and no
officer shall be prevented from receiving a salary by reason of the fact that he
also receives from the Corporation compensation in any other capacity.

          SECTION 4. PRESIDENT. The President shall be the chief executive
officer of the Corporation and, subject to the direction of the Board of
Directors, shall have general charge of the business, affairs and property of
the Corporation and general supervision over its other officers and agents. In
general, the President shall perform all duties incident to the office of
President of a stock corporation and shall see that all orders and resolutions
of the Board of Directors are carried into effect. The President shall have the
power and authority to execute all written instruments, of every nature, on
behalf of the Corporation, and shall be, ex officio, a member of all standing
committees. In the absence of the Chairman of the Board, the President shall
preside at all meetings of the Board of Directors and of the stockholders.

          SECTION 5. VICE PRESIDENTS. In the absence or disability of the
President, the Vice President (or in the event there is more than one, the Vice
Presidents 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
the duties and exercise the powers of the President. The Vice Presidents shall
have the power and authority to execute on behalf of the Corporation all written
instruments of every nature. A Vice President also generally shall assist the
President and shall perform such other duties and have such other powers as from
time to time may be prescribed by the Board of Directors.

          SECTION 6. SECRETARY. The Secretary shall attend all meetings of the
Board of Directors and of the stockholders and shall record all votes and the
proceedings of all meetings in a book to be kept for such purposes. The
Secretary also shall perform like duties for the Executive Committee or other
committees, if required by any such committee. The Secretary shall give (or
cause to be given) notice of all meetings of the stockholders and all special
meetings of the Board of Directors and shall perform such other duties as from
time to time may be prescribed by the Board of Directors, the Chairman of the
Board or the President. The Secretary shall have custody of the seal of the
Corporation, shall have authority (as shall any Assistant Secretary) to affix
the same to any instrument requiring it, and to attest the seal by his or her
signature. The Board of Directors may give general authority to officers other
than the

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<PAGE>   15



Secretary or any Assistant Secretary to affix the seal of the Corporation and to
attest the affixing thereof by his or her signature.

          SECTION 7. ASSISTANT SECRETARY. The Assistant Secretary, if any (or in
the event there is more than one, the Assistant Secretaries in the order
designated or, in the absence of any designation, the order of their election or
appointment), in the absence or disability of the Secretary, shall perform the
duties and exercise the powers of the Secretary. An Assistant Secretary shall
perform such other duties and have such other powers as from time to time may be
prescribed by the Board of Directors.

          SECTION 8. TREASURER. The Treasurer shall have the custody of the
corporate funds, securities, other similar valuable effects, and evidences of
indebtedness, 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. The
Treasurer shall disburse the funds of the Corporation in such manner as may be
ordered by the Board of Directors from time to time and shall render to the
Chairman of the Board, the President and the Board of Directors, at regular
meetings of the Board or whenever any of them may so require, an account of all
transactions and of the financial condition of the Corporation.

          SECTION 9. ASSISTANT TREASURER. The Assistant Treasurer, if any (or in
the event there is more than one, the Assistant Treasurers in the order
designated or, in the absence of any designation, in the order of their election
or appointment), in the absence or disability of the Treasurer, shall perform
the duties and exercise the powers of the Treasurer. An Assistant Treasurer
shall perform such other duties and have such other powers as form time to time
may be prescribed by the Board of Directors.

                                   ARTICLE VI

                                     NOTICES

          Except as otherwise specifically provided in these By-Laws, any notice
required or permitted to be given to any director, officer, stockholder or
committee member shall be given in writing, either personally or by first-class
mail with postage prepaid, in either case addressed to the recipient at his or
her address as it appears in the records of the Corporation. Personally
delivered notices shall be deemed to be given at the time they are delivered at
the address of the named recipient as

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<PAGE>   16



it appears in the records of the Corporation, and mailed notices shall be deemed
to be given at the time they are deposited in the United States mail.

                                   ARTICLE VII

                               GENERAL PROVISIONS

          SECTION 1. REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The
President or any Vice President and the Secretary or Assistant Secretary of the
Corporation shall have full power and authority to attend, act and vote at any
meeting of security holders of other corporations in which the Corporation may
hold securities, and at any such meeting shall possess and may exercise any and
all rights and powers incident to the ownership of such securities which the
Corporation possesses and has the power to exercise.

          SECTION 2. DIVIDENDS. Subject to the Maryland General Corporation Law,
dividends upon the outstanding capital stock of the Corporation or other
distributions may be declared by the Board of Directors at any annual, regular
or special meeting and may be paid in cash, in property or in shares of the
Corporation's capital stock. Stockholders shall have no right to any dividend or
distribution unless and until declared by the Board of Directors.

          SECTION 3. REGISTERED STOCKHOLDERS. Except as otherwise provided by
law, the Corporation shall be entitled to recognize the exclusive right of a
person who is registered on its books as the owner of shares of its capital
stock to receive dividends or other distributions (to the extent otherwise
distributable or distributed) and to vote (in the case of voting stock) as such
owner. The Corporation shall not be bound to recognize any equitable or legal
claim to or interest in such shares on the part of any other person. The
Corporation (or its transfer agent) shall not be required to send notices or
dividends to a name or address other than the name or address of the
stockholders appearing on the stock ledger maintained by the Corporation (or by
the transfer agent or registrar, if any), unless any such stockholder shall have
notified the Corporation (or the transfer agent or registrar, if any), in
writing, of another name or address at least ten (10) days prior to the mailing
of such notice or dividend. Nothing in these By-Laws shall be deemed to preclude
the Corporation from inquiring as to the actual ownership of any shares of its
capital stock, nor impose upon the Corporation or its transfer agent a duty, nor
limit their rights to inquire into adverse claims.

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<PAGE>   17



          SECTION 4. LOST, STOLEN OR DESTROYED CERTIFICATE. The Board of
Directors may direct a new certificate to be issued in place of any certificate
theretofore issued by the Corporation which is claimed 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 such
issue of a new certificate, the Board of Directors, in its discretion, may
require as a condition precedent to issuance that the owner of such lost, stolen
or destroyed certificate, or his or her legal representative, advertise the same
in such manner as the Board of Directors shall require and to deliver to the
Corporation a bond in such sum, or other security in such form, as the Board of
Directors may direct, as indemnity against any claim that may be made against
the Corporation with respect to the certificate claimed to have been lost,
stolen or destroyed.

          SECTION 5. RESERVES. The Board of Directors, in its sole discretion,
may fix a sum which may be set aside or reserved over and above the paid-in
capital of the Corporation as a reserve for any proper purpose, and from time to
time may increase, diminish or vary such reserves.

          SECTION 6. FISCAL YEAR. The fiscal year of the Corporation shall be as
determined from time to time by the Board of Directors.

          SECTION 7. SEAL. The corporate seal shall have inscribed thereon the
name of the Corporation, the year of its incorporation and the words "Corporate
Seal" and "State of Maryland."

          SECTION 8. AMENDMENT OF THE BYLAWS. To the extent not prohibited by
law, the Board of Directors shall have the power to adopt, alter and repeal
these ByLaws, and to adopt new bylaws. The stockholders of the Corporation shall
also have the power to alter and repeal these ByLaws, and to adopt new bylaws.

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