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Exhibit 10.3

                                     BYLAWS

                                       OF

                            SUMMIT MANAGEMENT COMPANY











                                                          February 3, 1994






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                                     BYLAWS

                                       OF

                            SUMMIT MANAGEMENT COMPANY

                                TABLE OF CONTENTS

                                                                            Page

ARTICLE I         MEETINGS OF STOCKHOLDERS...................................  1

   Section 1.1       Place...................................................  1
   Section 1.2       Annual Meeting..........................................  1
   Section 1.3       Matters to be Considered at Annual Meeting..............  1
   Section 1.4       Special Meetings........................................  1
   Section 1.5       Notice..................................................  1
   Section 1.6       Scope of Notice.........................................  2
   Section 1.7       Quorum..................................................  2
   Section 1.8       Voting..................................................  2
   Section 1.9       Proxies.................................................  2
   Section 1.10      Conduct of Meetings.....................................  2
   Section 1.11      Tabulation of Votes.....................................  3
   Section 1.12      Informal Action by Stockholders.........................  3
   Section 1.13      Voting by Ballot........................................  3

ARTICLE II        DIRECTORS..................................................  3

   Section 2.1       General Powers..........................................  3
   Section 2.2       Annual and Regular Meetings.............................  3
   Section 2.3       Special Meetings........................................  4
   Section 2.4       Notice..................................................  4
   Section 2.5       Quorum..................................................  4
   Section 2.6       Voting..................................................  4
   Section 2.7       Conduct of Meetings.....................................  4
   Section 2.8       Informal Action by Directors............................  5
   Section 2.9       Compensation............................................  5

ARTICLE III       COMMITTEES.................................................  5

   Section 3.1       Appointment.............................................  5
   Section 3.2       Delegation of Power.....................................  5
   Section 3.4       Quorum..................................................  5

                                       (i)

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                                                                            Page

   Section 3.5      Conduct of Meetings......................................  5
   Section 3.6      Informal Action by Committees............................  6

ARTICLE IV      OFFICERS.....................................................  6

   Section 4.1      Titles and Election......................................  6
   Section 4.2      Removal..................................................  6
   Section 4.3      Vacancies................................................  6
   Section 4.4      Chairman of the Board....................................  6
   Section 4.5      President................................................  6
   Section 4.6      Vice Presidents..........................................  7
   Section 4.7      Secretary................................................  7
   Section 4.8      Treasurer................................................  7
   Section 4.9      Assistant Secretaries and Assistant Treasurers...........  8
   Section 4.10     Subordinate Officers.....................................  8

ARTICLE V         STOCK......................................................  8
  Section 5.1       Certificates.............................................  8
  Section 5.2       Stock Ledger.............................................  9
  Section 5.3       Recording Transfers of Stock.............................  9
  Section 5.4       Lost Certificate.........................................  9
  Section 5.5       Closing of Transfer Books or Fixing of Record Date.......  9
  Section 5.6       Fractional Shares........................................ 10

ARTICLE VI      DIVIDENDS AND DISTRIBUTIONS.................................. 10

  Section 6.1       Declaration.............................................. 10
  Section 6.2       Contingencies............................................ 10

ARTICLE VII     LIMITATION OF LIABILITY AND INDEMNIFICATION.................. 11

  Section 7.1       Limitation of Liability and Indemnification to the Extent
                    Permitted by  Law........................................ 11
  Section 7.2       Insurance................................................ 11
  Section 7.3       Non-exclusive Right to Indemnify; Heirs and Personal
                    Representatives.......................................... 11
  Section 7.4       No Limitation............................................ 11


                                      (ii)

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                                                                            Page

ARTICLE VIII     NOTICES..................................................... 11

  Section 8.1       Notices.................................................. 11
  Section 8.2       Secretary to Give Notice................................. 11
  Section 8.3       Waiver of Notice......................................... 12

ARTICLE IX        MISCELLANEOUS.............................................. 12

  Section 9.1       Books and Records........................................ 12
  Section 9.2       Inspection of Bylaws and Corporate Records............... 12
  Section 9.3       Fiscal Year.............................................. 12
  Section 9.4       Bylaws Severable......................................... 12
  Section 9.5       Amendment of Bylaws...................................... 13


                                      (iii)

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         Summit Management Company, a corporation organized under the laws of
the State of Maryland (the "Company") (having The Corporation Trust Incorporated
as its resident agent located at 32 South Street, Baltimore, Maryland 21202)
hereby adopts the Bylaws of the Company (the "Bylaws") as follows:


                                    ARTICLE I

                            MEETINGS OF STOCKHOLDERS

         Section 1.1 Place. All meetings of the holders of issued and
outstanding shares of capital stock ("Stock") of the Company (the
"Stockholders") shall be held at the principal executive office of the Company
or such other place within the United States as shall be stated in the notice of
the meeting.

         Section 1.2 Annual Meeting. An annual meeting of the Stockholders for
the election of Directors and the transaction of such other business as properly
may be brought before the meeting shall be held on the first Tuesday in May of
each year, beginning with the year 1995 or at such other date and time falling
on or before the thirtieth (30th) day thereafter as may be fixed by the Board of
Directors, and shall, where feasible, be held at the same place and immediately
following the meeting of the stockholders of Summit Properties Inc. If the date
fixed for the annual meeting shall be a legal holiday, such meeting shall be
held on the next succeeding business day. If no annual meeting is held on the
date designated, a special meeting in lieu thereof may be held, and such special
meeting shall have, for purposes of these Bylaws or otherwise, all force and
effect of an annual meeting. Any and all references hereafter in these Bylaws to
an annual meeting or to annual meetings shall be deemed to refer also to any
special meeting(s) in lieu thereof. Failure to hold an annual meeting shall not
invalidate the Company's existence or affect any otherwise valid acts of the
Company.

         Section 1.3 Matters to be Considered at Annual Meeting. Any business
within the powers of the Company may be conducted and any proposals may be acted
upon at an annual meeting of Stockholders.

         Section 1.4 Special Meetings. The Chairman of the Board, the President
or a majority of the Board of Directors may call special meetings of the
Stockholders.

         Section 1.5 Notice. Not less than thirty (30) nor more than ninety (90)
days before the date of every meeting of Stockholders, written or printed notice
of such meeting shall be given, in accordance with Article VIII, to each
Stockholder entitled to vote or entitled to notice by statute, stating the time
and place of the meeting and, in the case of a special meeting or as otherwise
may be required by statute, the purpose or purposes for which the meeting is
called.


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         Section 1.6 Scope of Notice. Any business of the Company may be
transacted at the annual meeting 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 that specifically designated in the special meeting notice.

         Section 1.7 Quorum. At any meeting of Stockholders, the presence in
person or by proxy of Stockholders entitled to cast a majority of the votes
shall constitute a quorum; but this Section shall not affect any requirement
under any statute or the Company's Articles of Incorporation, as they may be
amended or supplemented (the "Charter"), regarding the vote necessary for the
adoption of any measure. If a quorum is not present at any meeting of the
Stockholders, the Stockholders entitled to vote at such meeting, present in
person or by proxy shall have the power to 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 until a quorum is present and the meeting
so adjourned may be reconvened without further notice. At any adjourned meeting
at which a quorum is present, any business may be transacted that might have
been transacted at the meeting as originally notified. The Stockholders present
at a meeting which has been duly called and convened and at which a quorum is
present at the time counted may continue to transact business until adjournment,
notwithstanding the withdrawal of enough Stockholders to leave less than a
quorum.

         Section 1.8 Voting. A majority of the votes entitled to be cast at a
meeting of Stockholders duly called and at which a quorum is present shall be
sufficient to take or authorize action upon any matter which may properly come
before the meeting, unless more than a majority of the votes cast is
specifically required by statute, the Charter or these Bylaws. Notwithstanding
the foregoing, a plurality of the votes entitled to be cast at a meeting of
Stockholders duly called and at which a quorum is present shall be sufficient to
elect a Director. Consistent with the terms of the Charter, and unless otherwise
provided by statute, only holders of Voting Common Stock shall be entitled to
vote upon matters submitted to a vote at a meeting of Stockholders. Voting
Common Stock directly or indirectly owned by the Company shall not be voted in
any meeting and shall not be counted in determining the total number of
outstanding shares of Voting Common Stock entitled to vote at any given time,
but Voting Common Stock held by it in a fiduciary capacity may be voted and
shall be counted in determining the total number of outstanding shares of Voting
Common Stock at any given time.

         Section 1.9 Proxies. A Stockholder may vote the shares of Voting Common
Stock owned of record by him, either in person or by proxy executed in writing
by the Stockholder or by his duly authorized attorney in fact. Such proxy shall
be filed with the Secretary of the Company before or at the time of the meeting.
No proxy shall be valid after eleven (11) months from the date of its execution,
unless otherwise provided in the proxy.

         Section 1.10 Conduct of Meetings. The Chairman of the Board or, in the
absence of the Chairman, the President or any Vice President, or, in the absence
of the Chairman,

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President or any Vice President, a presiding officer elected at the meeting,
shall preside over meetings of the Stockholders. The Secretary or any Assistant
Secretary of the Company, or, in the absence of the Secretary or any Assistant
Secretary, the person appointed by the presiding officer of the meeting shall
act as secretary of such meeting.

         Section 1.11 Tabulation of Votes. At any annual or special meeting of
Stockholders, the presiding officer shall be authorized to appoint one or more
persons as tellers for such meeting (the "Teller" or "Tellers"). The Teller may,
but need not, be an officer or employee of the Company. The Teller shall be
responsible for tabulating or causing to be tabulated shares voted at the
meeting and reviewing or causing to be reviewed all proxies. In tabulating
votes, the Teller shall be entitled to rely in whole or in part on tabulations
and analyses made by personnel of the Company, its counsel, its transfer agent,
its registrar or such other organizations that are customarily employed to
provide such services. The Teller shall be authorized to determine the legality
and sufficiency of all votes cast and proxies delivered under the Company's
Charter, Bylaws and applicable law. The presiding officer may review all
determinations made by the Teller hereunder, and in doing so the presiding
officer shall be entitled to exercise his sole judgment and discretion and he
shall not be bound by any determinations made by the Teller. Each report of the
Teller shall be in writing and signed by him or by a majority of them if there
is more than one. The report of the majority shall be the report of the Tellers.

         Section 1.12 Informal Action by Stockholders. An action required or
permitted to be taken at a meeting of Stockholders may be taken without a
meeting if a consent in writing, setting forth such action, is signed by all the
Stockholders entitled to vote on the subject matter thereof and any other
Stockholders entitled to notice of a meeting of Stockholders (but not to vote
thereat) have waived in writing any rights which they may have to dissent from
such action, and such consents and waivers are filed with the minutes of
proceedings of the Stockholders. Such consents and waivers may be signed by
different Stockholders on separate counterparts.

         Section 1.13 Voting by Ballot. Voting on any question or in any
election may be viva voce unless the presiding officer shall order, or any
Stockholder shall demand, that voting be by ballot.


                                   ARTICLE II

                                    DIRECTORS

         Section 2.1 General Powers. The business and affairs of the Company
shall be managed under the direction of the Board of Directors. All powers of
the Company may be exercised by or under the authority of the Board of
Directors, except as conferred on or reserved to the Stockholders by statute,
the Charter or these Bylaws.

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         Section 2.2 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 of this meeting other than this Bylaw being
necessary. The Board of Directors may provide, by resolution, the time, date 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
resolutions.

         Section 2.3 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 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 2.4 Notice. Notice of any special meeting shall be given, in
accordance with Article VIII, by written notice delivered in person, by
telegraph, facsimile or mail to each Director at his business or residence at
least two (2) days, or if by mail at least five (5) days, prior to the meeting.
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 the
notice, unless specifically required by statute, the Charter or these Bylaws.

         Section 2.5 Quorum. A majority of the Board of Directors then in office
shall constitute a quorum for the transaction of business at any meeting of the
Board of Directors, provided that, if less than a majority of Directors is
present at said meeting, a majority of the Directors present may adjourn the
meeting from time to time without further notice. The Directors present at a
meeting which has been duly called and convened and at which a quorum is present
at the time counted may continue to transact business until adjournment,
notwithstanding the withdrawal of enough Directors to leave less than a quorum.

         Section 2.6 Voting. The action of the majority of the Directors present
at a meeting at which a quorum is present shall be the action of the Board of
Directors, unless the concurrence of a greater proportion is required for such
action by statute, the Charter or these Bylaws.

         Section 2.7 Conduct of Meetings. All meetings of the Board of Directors
shall be called to order and presided over by the Chairman of the Board, or in
the absence of the Chairman of the Board, by the President (if a member of the
Board of Directors) or, in the absence of the Chairman of the Board and the
President, by a member of the Board of Directors selected by the members
present. The Secretary or any Assistant Secretary of the Company shall act as
secretary at all meetings of the Board of Directors, and in the absence of the
Secretary or any Assistant Secretary, the presiding officer of the meeting shall
designate any person to act as secretary of the meeting. Members of the Board of
Directors may participate in meetings of the Board of Directors by conference
telephone or similar communications equipment by means of which all Directors
participating in the meeting can

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hear each other at the same time, and participation in a meeting in accordance
herewith shall constitute presence in person at such meeting for all purposes of
these Bylaws.

         Section 2.8 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 all of
the Directors and such written consent is filed with the minutes of the
proceedings of the Board of Directors. Consents may be signed by different
Directors on separate counterparts.

         Section 2.9 Compensation. An annual fee for services and payment for
expenses of attendance at each meeting of the Board of Directors, or of any
committee thereof, may be allowed to any Director by resolution of the Board of
Directors.


                                   ARTICLE III

                                   COMMITTEES

         Section 3.1 Appointment. The Board of Directors may appoint from among
its members 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 3.2 Delegation of Power. The Board of Directors may delegate to
these committees, in the intervals between meetings of the Board of Directors,
any of the powers of the Board of Directors to manage the business and affairs
of the Company, unless limited by statute, the Charter or these Bylaws.

         Section 3.3 Meetings. In the absence of any member of any such
committee, the members thereof present at such meeting, whether or not they
constitute a quorum, may appoint a member of the Board of Directors to act in
the place of such absent members.

         Section 3.4 Quorum. One-third, but not fewer than two (2), of the
members of any committee shall be present at any meeting of such committee in
order to constitute a quorum for the transaction of business at such meeting,
and the act of a majority present shall be the act of such committee.

         Section 3.5 Conduct of Meetings. Each committee shall designate a
presiding officer of such committee, and if not present at a particular meeting,
the committee shall select a presiding officer for such meeting. Members of any
committee may participate in meetings of such committee by conference telephone
or similar communications equipment by means of which all Directors
participating in the meeting can hear each other at the same time, and
participation in a meeting in accordance herewith shall constitute presence in
person at such meeting for all purposes of these Bylaws. Each committee shall
keep minutes of its meetings

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and report the results of any proceedings at the next succeeding annual or
special meeting of the Board of Directors. Unless the Directors otherwise
provide, each committee designated by the Directors may adopt, amend and repeal
all other rules governing the conduct of such committee's business.

         Section 3.6 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 written consent to such action is signed by
all members of the committee and such written consent is filed with the minutes
of proceedings of such committee. Consents may be signed by different members on
separate counterparts.


                                   ARTICLE IV

                                    OFFICERS

         Section 4.1 Titles and Election. The Company shall have a Chairman of
the Board, a President, one or more Vice Presidents, a Secretary, a Treasurer,
and such Assistant Secretaries and Treasurers and subordinate officers as the
Board of Directors, or any committee or officer appointed by the Board of
Directors for such purpose, may from time to time elect. The officers of the
Company 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. If the
election of officers shall not take place at such meeting, such election shall
be held as soon thereafter as may be convenient. Each officer shall hold office
until his successor is duly elected and qualified 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.
Election or appointment of an officer or agent shall not of itself create
contract rights between the Company and such officer or agent.

         Section 4.2 Removal. Any officer or agent elected or appointed by the
Board of Directors may be removed by the Board of Directors whenever in its
judgment the best interests of the Company would be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed. The fact that a person is elected to an office, whether or not for a
specified term, shall not by itself constitute any undertaking or evidence of
any employment obligation of the Company to that person.

         Section 4.3 Vacancies. A vacancy in any office may be filled by the
Board of Directors for the unexpired portion of the term.

         Section 4.4 Chairman of the Board. The Chairman of the Board shall be a
Director and shall preside over the meetings of the Stockholders and the Board
of Directors. The Chairman of the Board may execute any deed, mortgage, bond,
contract or other obligation or instrument on behalf of the Company, except in
cases where the execution thereof shall be

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expressly delegated by the Board of Directors or by the Charter, these Bylaws or
otherwise to another officer or agent of the Company. In general, the Chairman
of the Board shall perform all duties incident to the office of Chairman of the
Board and such other duties as may be prescribed by the Board of Directors from
time to time.

         Section 4.5 President. Unless the Board of Directors shall otherwise
determine, the President shall be the Chief Executive Officer and general
manager of the Company and shall in general supervise and control all of the
business and affairs of the Company. In the absence of the Chairman of the
Board, the President shall preside at all meetings of the Stockholders and of
the Board of Directors (if a member of the Board of Directors). The President
may execute any deed, mortgage, bond, contract or other obligation or instrument
on behalf of the Company, except in cases where the execution thereof shall be
expressly delegated by the Board of Directors or by the Charter, these Bylaws or
otherwise to some other officer or agent of the Company. In general, the
President 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 4.6 Vice Presidents. The Board of Directors may appoint one or
more Vice Presidents. In the absence of the President or in the event of a
vacancy in such office, the Vice President (or in the event there shall 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 of the restrictions upon the
President. Every Vice President shall perform such other duties as from time to
time may be assigned to him by the President or the Board of Directors. The
Board of Directors may designate one or more Vice Presidents as Senior Vice
Presidents or as Vice Presidents for particular areas of responsibility.

         Section 4.7 Secretary. The Secretary shall (i) keep the minutes of the
proceedings of the Stockholders and Board of Directors in one or more books
provided for that purpose; (ii) see that all notices are duly given in
accordance with the provisions of these Bylaws or as required by law; (iii) be
custodian of the records of the Company; (iv) unless a transfer agent is
appointed, keep a register of the post office address of each Stockholder which
shall be furnished to the Secretary by such Stockholder and have general charge
of the stock ledger of the Company; (v) when authorized by the Board of
Directors or the President, attest to or witness all documents requiring the
same; (vi) perform all duties as from time to time may be assigned to him by the
President or by the Board of Directors; and (vii) perform all of the duties
generally incident to the office of secretary of a corporation.

         Section 4.8 Treasurer. The Treasurer shall have the custody of the
Company's funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Company and shall deposit
all moneys and other valuable effects in the name and to the credit of the
Company in such depositaries as may be designated by the Board of Directors. The
Treasurer shall disburse the funds of the Company as may be ordered by the

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Board of Directors, taking proper vouchers for such disbursements, and shall
render to the President and the Board of Directors, at the regular meetings of
the Board of Directors or whenever they may require it, an account of all his
transactions as Treasurer and of the financial condition of the Company. The
Board of Directors may engage a custodian to perform some or all of the duties
of the Treasurer, and if a custodian is so engaged then the Treasurer shall be
relieved of the responsibilities set forth herein to the extent delegated to
such custodian and, unless the Board of Directors otherwise determines, shall
have general supervision over the activities of such custodian. The custodian
shall not be an officer of the Company.

         Section 4.9 Assistant Secretaries and Assistant Treasurers. The Board
of Directors, or any committee or officer appointed by the Board of Directors
for such purpose, may appoint one or more Assistant Secretaries or Assistant
Treasurers. The Assistant Secretaries and Assistant Treasurers (i) shall have
the power to perform and shall perform all the duties of the Secretary and the
Treasurer, respectively, in such respective officer's absence and (ii) shall
perform such duties as shall be assigned to him by the Secretary or Treasurer,
respectively, or by the President or the Board of Directors, or any such
designated committee or officer.

         Section 4.10 Subordinate Officers. The Company shall have such
subordinate officers as the Board of Directors, or any committee or officer
appointed by the Board of Directors for such purpose, may from time to time
elect. Each such officer shall hold office for such period and perform such
duties as the Board of Directors, the President or any designated committee or
officer may prescribe.

         Section 4.11 Compensation. The salaries and other compensation and
remuneration, of any kind, if any, of the officers shall be fixed from time to
time by the Board of Directors. No officer shall be prevented from receiving
such compensation, if any, by reason of the fact that he is also a Director of
the Company. The Board of Directors may authorize any committee or officer, upon
whom the power of appointing assistant and subordinate officers may have been
conferred, to fix the compensation and remuneration of such assistant and
subordinate officers.

                                    ARTICLE V

                                      STOCK

         Section 5.1 Certificates. Each Stockholder shall be entitled to a
certificate or certificates which shall represent and certify the number of
shares of each class of Stock held by such Stockholder in the Company. Each
certificate shall be signed by the President, a Vice President or the Chairman
of the Board and countersigned by the Secretary, an Assistant Secretary, the
Treasurer or an Assistant Treasurer and may be sealed with the seal, if any, of
the Company. Any signature or countersignature may be either manual or facsimile
signature. All certificates for each class of Stock shall be consecutively
numbered. Each certificate

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representing shares of Stock which are restricted as to their transferability or
voting powers, which are preferred or limited as to their dividends or as to
their allocable portion of the assets upon liquidation or which are redeemable
at the option of the Company, shall have a statement of such restriction,
limitation, preference or redemption provision, or a summary thereof, plainly
stated on the certificate. In lieu of such statement or summary, the Company may
set forth on the face or back of the certificate a statement that the Company
will furnish to any Stockholder, upon request and without charge, a full
statement of such information.


         Section 5.2 Stock Ledger. The Company shall maintain at its principal
executive office, at the office of its counsel, accountants or transfer agent or
at such other place designated by the Board of Directors an original or
duplicate stock ledger containing the names and addresses of all of the
Stockholders and the number of shares of each class held by each Stockholder.
The stock ledger may be in written form or in any other form which can be
converted within a reasonable time into written form for visual inspection. The
Company shall be entitled to treat the holder of record of any shares of Stock
as the holder in fact thereof and, accordingly, shall not be bound to recognize
any equitable or other claim to or interest in such shares 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. Until a
transfer is duly effected on the stock ledger, the Company shall not be affected
by any notice of such transfer, either actual or constructive. Nothing herein
shall impose upon the Company, the Board of Directors or officers, or their
agents and representatives, a duty to, or limit of, their rights to inquire as
to the actual ownership of shares of Stock.

         Section 5.3 Recording Transfers of Stock. If transferred in accordance
with the provisions of the Charter, these Bylaws or otherwise, Stock shall be
recorded as transferred in the stock ledger upon provision to the Company, or
the transfer agent of the Company, of an executed stock power (duly guaranteed)
and any other documents reasonably requested by the Company, and the surrender
of the certificate or certificates representing such Stock. Upon receipt of such
documents, the Company shall issue, as needed, a new certificate or certificates
to the persons entitled thereto, cancel any old certificates and record the
transaction upon its books.

         Section 5.4 Lost Certificate. The Board of Directors may direct a new
certificate to be issued in place of any certificate theretofore issued by the
Company alleged to have been stolen, lost or destroyed upon the making of an
affidavit of that fact by the person claiming the certificate to be stolen, lost
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 stolen, lost or destroyed certificate or his
legal representative to advertise the same in such manner as it shall require
and/or to give bond, with sufficient surety, to the Company to indemnify it
against any loss or claim which may arise by reason of the issuance of a new
certificate.


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         Section 5.5 Closing of Transfer Books or Fixing of Record Date.

                  5.5.1 The Board of Directors may fix, in advance, a date as
         the 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
         rights, or in order to make a determination of Stockholders for any
         other proper purpose. Such date, in any case, shall be not more than
         ninety (90) days, and in the case of a meeting of Stockholders not less
         than ten (10) days, prior to the date on which the meeting or
         particular action requiring such determination of Stockholders is to be
         held or taken.

                  5.5.2 In lieu of fixing a record date, the Directors may
         provide that the stock ledger shall be closed for a stated period but
         not longer than twenty (20) days. If the stock ledger is closed for the
         purpose of determining Stockholders entitled to notice of or to vote at
         a meeting of Stockholders, such ledger shall be closed for at least ten
         (10) days immediately preceding such meeting.

                  5.5.3 If no record date is fixed and the stock ledger is not
         closed for the determination of Stockholders, (i) the record date for
         the determination of Stockholders entitled to notice of, or to vote at,
         a meeting of Stockholders shall be the later of the close of business
         on the day on which the notice of meeting is mailed or the thirtieth
         (30th) day before the meeting; and (ii) the record date for the
         determination of Stockholders entitled to receive payment of a dividend
         or an allotment of any other rights shall be at the close of business
         on the day on which the resolution of the Board of Directors, declaring
         the dividend or allotment of rights, is adopted. But the payment or
         allotment may not be made more than sixty (60) days after the date on
         which the resolution is adopted.

                  5.5.4 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 stock ledger
         and the stated period of closing has expired.

         Section 5.6 Fractional Shares. The Company may not issue fractional
shares or provide for the issuance of scrip.


                                   ARTICLE VI

                           DIVIDENDS AND DISTRIBUTIONS

         Section 6.1 Declaration. Dividends and other distributions upon shares
of Non-Voting Common Stock may be declared by the Board of Directors as set
forth in the Charter

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and applicable law. Dividends and other distributions may be paid in cash,
property or Stock of the Company, subject to the Charter and applicable law.

         Section 6.2 Contingencies. Before payment of any dividends or other
distributions upon shares of Non-Voting Common Stock, there may be set aside
(but there is no duty to set aside) out of any funds of the Company available
for dividends or other distributions, such sum or sums (as the Board of
Directors may from time to time determine in its absolute discretion) in a
reserve fund to meet contingencies for repairing or maintaining any property of
the Company or for such other purpose as the Board of Directors shall determine
to be in the best interests of the Company. The Board of Directors may modify or
abolish any such reserve in the manner in which it was created.

                                   ARTICLE VII

                   LIMITATION OF LIABILITY AND INDEMNIFICATION

         Section 7.1 Limitation of Liability and Indemnification to the Extent
Permitted by Law. Consistent with the terms of the Charter, the Company shall
indemnify, and limit the liability of, its Directors and officers to the fullest
extent permitted under Maryland law.

         Section 7.2 Insurance. The Company shall have power to purchase and
maintain insurance on behalf of any indemnified person against any liability,
whether or not the Company would have the power to indemnify him against such
liability.

         Section 7.3 Non-exclusive Right to Indemnify; Heirs and Personal
Representatives. The rights to indemnification set forth in this Article VII are
in addition to all rights which any indemnified person may be entitled to as a
matter of law, and shall inure to the benefit of the heirs and personal
representatives of each indemnified person.

         Section 7.4 No Limitation. In addition to any indemnification permitted
by these Bylaws, the Board of Directors shall, in its sole discretion, have the
power to grant such indemnification as it deems in the interest of the Company
to the fullest extent permitted by law.


                                  ARTICLE VIII

                                     NOTICES

         Section 8.1 Notices. Whenever notice is required to be given pursuant
to the Charter, these Bylaws or otherwise, it shall be construed to mean either
written notice personally served against written receipt, or notice in writing
transmitted by mail, by depositing the same in a post office or letter box, in a
post-paid sealed wrapper, addressed, if

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to the Company, at 212 South Tryon Street, Suite 500, Charlotte, North Carolina,
28281 (or any subsequent address selected by the Board of Directors), attention
President, or if to a Stockholder, Director or officer, at the address of such
person as it appears on the books of the Company or in default of any other
address at the general post office situated in the city or county of his
residence. Unless otherwise specified, notice sent by mail shall be deemed to be
given at the time the same shall be thus mailed.

         Section 8.2 Secretary to Give Notice. All notices required by the
Charter, these Bylaws or otherwise to be given by the Company shall be given by
the Secretary or an Assistant Secretary of the Company. If the Secretary and
Assistant Secretary are absent or refuse or neglect to act, the notice may be
given by any person directed to do so by the President or, with respect to any
meeting called pursuant to these Bylaws upon the request of any Stockholders or
Directors, by any person directed to do so by the Stockholders or Directors upon
whose request the meeting is called.

         Section 8.3 Waiver of Notice. Whenever any notice is required to be
given pursuant to the Charter, these Bylaws or otherwise, a waiver thereof in
writing, signed by the person or persons entitled to such notice, whether before
or after the time stated therein, shall be 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 IX

                                  MISCELLANEOUS

         Section 9.1 Books and Records. The Company shall keep correct and
complete books and records of its accounts and transactions and minutes of the
proceedings of its Stockholders and Board of Directors and of committees thereof
when exercising any of the powers or authority of the Board of Directors. The
books and records of the Company may be in written form or in any other form
that can be converted within a reasonable time into written form for visual
inspection. Minutes shall be recorded in written form, but may be maintained in
the form of a reproduction.

         Section 9.2 Inspection of Bylaws and Corporate Records. These Bylaws,
the minutes of proceedings of the Stockholders, annual statements of affairs and
any voting trust agreements on record shall be open to inspection upon the
written demand on the Company by any Stockholder or holder of a voting trust
certificate at any reasonable time during usual business hours, for a purpose
reasonably related to such holder's interests as a Stockholder or

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<PAGE>   17



as the holder of such voting trust certificate. Other documents, such as
Stockholder lists, shall be made available for inspection by any Stockholder or
holder of a voting trust certificate to the extent required by statute.

         Section 9.3 Fiscal Year. The fiscal year of the Company shall be the
calendar year. The Board of Directors shall have the power, from time to time,
to change the fiscal year by a duly adopted resolution.

         Section 9.4 Bylaws Severable. The provisions of these Bylaws are
severable, and if any provision shall be held invalid or unenforceable, that
invalidity or unenforceability shall attach only to that provision and shall not
in any manner affect or render invalid or unenforceable any other provision of
these Bylaws, and these Bylaws shall be carried out as if the invalid or
unenforceable provision were not contained herein.

         Section 9.5 Amendment of Bylaws. These Bylaws may be amended or
repealed by the affirmative vote of a majority of the Directors then holding
office.



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         The foregoing are certified as the Bylaws of the Company adopted by the
Board of Directors as of February 3, 1994.



                                                  /s/ MICHAEL G. MALONE
                                                  ------------------------
                                                  Michael G. Malone, Esq.
                                                  Secretary




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