<PAGE>   1
                                                                     EXHIBIT 3.4

    EXCERPT FROM MINUTES OF NOVEMBER 2, 1998, MEETING OF BOARD OF DIRECTORS

         "WHEREAS, the Board at a meeting held April 15, 1998, amended and
restated Article V (the "Amendment") of the Amended and Restated Bylaws of
Crescent Operating, Inc. (the "Bylaws") ...; and ...

         WHEREAS, prior notice of the proposed repeal of the Amendment was set
forth in the notice of this meeting given to and received by all members of the
Board, in accordance with Article VII of the Bylaws governing amendments to the
Bylaws;

         NOW, THEREFORE, BE IT RESOLVED, that the Amendment be and hereby is
repealed and revoked in its entirety and accordingly Article V of the Bylaws is
reinstated as it was immediately prior to the enactment of the Amendment."

                      [Article V as reinstated is attached]


<PAGE>   2


                                    ARTICLE V
                                    OFFICERS

         Section 1. Categories of Officers. The elected officers of the
Corporation shall consist of a Chairman of the Board, a Vice Chairman of the
Board, a Chief Executive Officer, a President, one or more Executive Vice
Presidents or Vice Presidents, a Secretary and a Treasurer. Such other officers,
assistant officers, agents and employees as the Board of Directors may from time
to time deem necessary may be elected by the Board of Directors or appointed by
the Chairman of the Board. The Chairman of the Board and the Vice Chairman of
the Board shall be chosen from among the directors. Two or more offices may be
held by the same person, except that a person may not concurrently serve as the
President and a Vice President or Executive Vice President. Each officer chosen
or appointed in the manner prescribed by the Board of Directors shall have such
powers and duties as generally pertain to his or her office or offices, subject
to the specific provisions of this Article V. Such officers also shall have such
powers and duties as from time to time may be conferred by the Board of
Directors or by any committee thereof authorized to do so.

         Section 2. Election and Term of Office. The elected officers of the
Company shall be elected annually by the Board of Directors at the regular
meeting of the Board of Directors held after each annual meeting of the
stockholders. If the election of officers shall not be held at such meeting,
such election shall be held as soon thereafter as is convenient. Each officer
shall hold office until his or her successor shall have been duly elected and
shall have qualified, or until his or her death or until he or she shall resign
or be removed from office.

         Section 3. Chairman of the Board. The Chairman of the Board shall
preside at all meetings of the stockholders and of the Board of Directors. The
Chairman of the Board shall be responsible for general management of the affairs
of the Corporation and shall perform all duties incidental to the office which
may be required by law, and all such other duties as may properly be required by
the Board of Directors. Except where by law the signature of the Chief Executive
Officer or the President is required, the Chairman of the Board shall possess
the same power as the Chief Executive Officer and the President to sign all
certificates, contracts, and other instruments of the Company which may be
authorized by the Board of Directors. The Chairman of the Board shall make such
reports to the Board of Directors and the stockholders as are properly required
by the Board of Directors. The Chairman of the Board shall see that all orders
and resolutions of the Board of Directors and of any committee thereof are
carried into effect.

         Section 4. Vice Chairman of the Board. The Vice Chairman of the Board
shall, in the absence of the Chairman, preside at all meetings of the
stockholders and of the Board of Directors. The Vice Chairman of the Board
shall, together with the Chairman of the Board and the Chief Executive Officer,
act in a general executive capacity and shall have such powers and duties as
from time to time may be established by the Board of Directors.

         Section 5. Chief Executive Officer. The Chief Executive Officer shall
act in a general executive capacity and shall assist the Chairman of the Board
in the administration and operation of the Corporation's business and general
supervision of its policies and affairs. The Chief Executive Officer may, in the
absence of or because of the inability to act of the Chairman of the Board,
perform all duties of the Chairman of the Board and, in the absence of or
because of the inability to act of the Chairman of the Board and the Vice
Chairman of the Board, preside at all meetings of stockholders and of the Board
of Directors. The Chief Executive Officer may sign, alone or with the Secretary
or any assistant secretary or any other officer of the Corporation properly
authorized by 



<PAGE>   3

the Board of Directors, certificates, contracts and other instruments of the
Company as authorized by the Board of Directors.

         Section 6. President. The President shall be the chief operating
officer of the Corporation, shall act in a general executive capacity and shall
assist the Chairman of the Board and the Chief Executive Officer in the
administration and operation of the Corporation's business and general
supervision of its policies and affairs. The President may, in the absence of or
because of the inability to act of the Chairman of the Board and the Chief
Executive Officer, perform all duties of the Chairman of the Board and, in the
absence of or because of the inability to act of the Chairman of the Board, the
Vice Chairman of the Board and the Chief Executive Officer, preside at all
meetings of stockholders and of the Board of Directors. The President may sign,
alone or with the Secretary or any assistant secretary or any other officer of
the Corporation properly authorized by the Board of Directors, certificates,
contracts and other instruments of the Company as authorized by the Board of
Directors.

         Section 7. Vice Presidents. The Vice President or Vice Presidents, if
any, including any Executive Vice Presidents, shall perform the duties of the
Chief Executive Officer and the President in the absence or disability of both
the Chief Executive Officer and the President, and shall have such powers and
perform such other duties as the Board of Directors or the Chairman of the Board
from time to time may prescribe.

         Section 8. Secretary. The Secretary shall give, or cause to be given,
notice of all meetings of shareholders and directors and all other notices
required by law, by the Articles of Incorporation or by these Bylaws, and in
case of his or her absence or refusal or neglect so to do, any such notice may
be given by any person thereunto directed by the Chairman of the Board, the Vice
Chairman of the Board, the Chief Executive Officer, the President or the Board
of Directors, upon whose request the meeting is called, as provided in these
Bylaws. The Secretary shall record all the proceedings of the meetings of the
Board of Directors, any committees thereof and the stockholders of the
Corporation in a book or books to be kept for that purpose, and shall perform
such other duties as from time to time may be prescribed by the Board of
Directors, the Chairman of the Board, the Chief Executive Officer or the
President. The Secretary shall have custody of the seal, if any, of the
Corporation and shall affix the same to all instruments requiring it, when
authorized by the Board of Directors, the Chairman of the Board, the Chief
Executive Officer or the President, and shall attest to the same.

         Section 9. Treasurer. The Treasurer shall have custody of all
Corporation funds and securities and shall keep full and accurate account of
receipts and disbursements in books belonging to the Corporation. The Treasurer
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. The Treasurer shall disburse the funds of the Corporation in such
manner as may be ordered by the Board of Directors, the Chairman of the Board,
the Chief Executive Officer or the President, taking proper vouchers for such
disbursements. The Treasurer shall render to the Chairman of the Board, the
Chief Executive Officer, the President and the Board of Directors, whenever
requested, an account of all his or her transactions as Treasurer and of the
financial condition of the Corporation. If required by the Board of Directors,
the Treasurer shall give the Corporation a bond for the faithful discharge of
his or her other duties in such amount and with such surety as the Board of
Directors shall prescribe. The Treasurer also shall perform such duties and have
such powers as the Board of Directors from time to time may prescribe.


<PAGE>   4

         Section 10. Removal. Any officer elected by the Board of Directors or
appointed in the manner prescribed hereby may be removed by a majority of the
members of the Whole Board whenever, in their judgment, the best interests of
the Company would be served thereby. No elected or appointed officer shall have
any contractual rights against the Corporation for compensation by virtue of
such election or appointment beyond the date of the election or appointment of
his or her successor, his or her death, resignation or removal, whichever event
shall first occur, except as otherwise provided in an employment or similar
contract or under an employee deferred compensation plan.

         Section 11. Salaries. The Board of Directors shall fix the salaries of
the Chairman of the Board, the Vice Chairman of the Board, the Chief Executive
Officer and the President of the Corporation, or may delegate the authority to
do so to a duly constituted committee of the Board of Directors. The salaries of
other officers, agents and employees of the Corporation may be fixed by the
Board of Directors, by a committee of the Board, by the Chairman of the Board or
by another officer or committee to whom that function has been delegated by the
Board of Directors or the Chairman of the Board.

         Section 12. Vacancies. Any newly created office or vacancy in any
office because of death, resignation or removal shall be filled by the Board of
Directors or, in the case of an office not specifically provided for in Section
1 hereof by or in the manner prescribed by the Board of Directors. The officer
so selected shall hold office until his or her successor is duly selected and
shall have qualified, unless he or she sooner resigns or is removed from office
in the manner provided in these Bylaws.

         Section 13. Resignations. Any director or officer, whether elected or
appointed, may resign at any time by serving written notice of such resignation
on the Chairman of the Board, the Chief Executive Officer, the President or the
Secretary, and such resignation shall be deemed to be effective as of the close
of business on the date said notice is received by the Chairman of the Board,
the Chief Executive Officer, the President or the Secretary. No action shall be
required of the Board of Directors or the stockholders to make any such
resignation effective.