<PAGE>

                                                                     EXHIBIT 3.2

These Amended and Restated Bylaws arc subject to the terms of the Director
Designation Agreement among National Golf Properties, Inc., National Golf
Operating Partnership, L.P. and David G. Price, a copy of which is on file with
the Secretary of Corporation.


                          AMENDED AND RESTATED BYLAWS

                                       OF

                         NATIONAL GOLF PROPERTIES, INC.

                                   ARTICLE I

                                    OFFICES
                                    -------

     Section 1. The principal executive office of National Golf Properties,
Inc., a Maryland corporation (the "Corporation") shall be located at such place
or places as the board of directors may designate.

     Section 2. The Corporation may also have offices at such other places as
the board of directors may from time to time determine or the business of the
Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS
                            ------------------------

     Section 1. All meetings of the stockholders shall be held in the City of
Santa Monica, State of California at such place as may be fixed from time to
time by the board of directors, or at such other place as shall be designated
from time to time by the board of directors and stated in the notice of the
meeting.

     Section 2. An annual meeting of stockholders shall be held at such date and
time as may be determined from time to time by resolution adopted by the board
of directors, when they shall elect, by a plurality vote, directors, and
transact such other business as may properly be brought before the meeting in
accordance with these bylaws. To be properly brought before the annual meeting,
business must be either (i) specified in the notice of annual meeting (or any
supplement or amendment thereto) given by or at the direction of the board of
directors, (ii) otherwise brought before the annual meeting by or at the
direction of the board of directors, or (iii) otherwise brought before the
annual meeting by a stockholder. In addition to any other applicable
requirements, for business to be properly brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in writing to
the secretary of the Corporation. To be timely, a stockholder's notice must be
delivered to or mailed and received at the principal executive offices of the
Corporation, not less than fifty (50) days nor more than seventy-five (75) days
prior to the meeting; provided, however, that in the event that less than
                      --------  -------
sixty-five (65) days' notice or prior public disclosure of the date of the
annual meeting

<PAGE>

is given or made to stockholders, notice by a stockholder to be timely must be
so received not later than the close of business on the fifteenth (15th) day
following the day on which such notice of the date of the annual meeting was
mailed or such public disclosure was made, whichever first occurs. A
stockholder's notice to the secretary shall set forth (a) as to each matter the
stockholder proposes to bring before the annual meeting (i) a brief description
of the business desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting, (ii) the name and record
address of the stockholder proposing such business, (iii) the class, series and
number of shares of the Corporation which are beneficially owned by the
stockholder, and (iv) any material interest of the stockholder in such business
and (b) as to the stockholder giving the notice (i) the name and record address
of the stockholder and (ii) the class arid number of shares of capital stock of
the Corporation which are beneficially owned by the stockholder. Notwithstanding
anything in these bylaws to the contrary, no business shall be conducted at the
annual meeting except in accordance with the procedures set forth in this
Article II, Section 2. The officer of the Corporation presiding at an annual
meeting shall, if the facts warrant, determine and declare to the annual meeting
that business was not properly, brought before the annual meeting in accordance
with the provisions of this Article II, Section 2, and if he should so
determine, he shall so declare to the annual meeting and any such business not
properly brought before the meeting shall not be transacted.

     Section 3. A majority of the stock issued and outstanding and entitled to
vote at any meeting of stockholders, the holders of which are present in person
or represented by proxy, shall constitute a quorum for the transaction of
business except as otherwise provided by law, by the Corporation's charter or by
these bylaws. A quorum, once established, shall not be broken by the withdrawal
of enough votes to leave less than a quorum and the votes present may continue
to transact business until adjournment. If, however, such quorum shall not be
present or represented at any meeting of the stockho1ders,~a majority of the
voting stock represented in person or by proxy may adjourn the meeting from time
to time until a date not more than 120 days after the original record date,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally notified. If the adjournment is for more
than 120 days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote thereat

     Section 4. When a quorum is present at any meeting of stockholders, a
majority of all the votes cast shall decide any question brought before such
meeting, unless the question is one upon which by express provision of the
Maryland General Corporation Law ("MGCL") or the charter or these bylaws a
different vote is required in which case such express provision shall govern and
control the decision of such question.

     Section 5. At each meeting of the stockholders, each stockholder having the
right to vote may vote in person or may authorize another person or persons to
act for him by proxy executed or authorized by the stockholder, or the
stockholder's duly authorized agent or representative, in any manner permitted
by law. No proxy shall be valid more than eleven (11) months after its date
unless said proxy provides otherwise. All proxies or evidence of authorization
of such proxies must be filed with the secretary of the Corporation at the
beginning

                                       2

<PAGE>

of each meeting in order to be counted in any vote at the meeting. Subject to
the provisions of the charter of the Corporation, each stockholder shall have
one vote for each share of stock having voting power registered in his name on
the books of the Corporation on the record date set by the board of directors as
provided in Article V, Section 6 hereof. A plurality of all the votes cast at a
meeting of stockholders duly called and at which a quorum is present shall be
sufficient to elect any director subject, however, to the provisions of any
class or series of shares of stock of the Corporation then outstanding, as set
forth in the charter of the Corporation.

     Section 6. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by the charter, may be called at any time
by the chief executive officer, the president, the chairman of the board, or by
a majority of the directors, or by a committee of the board of directors which
has been duly designated by the board of directors and whose powers and
authority, as provided in a resolution of the board of directors or these
bylaws, include the power to call such meetings. In addition, a special meeting
of the stockholders of the Corporation shall be called by the secretary of the
Corporation on the written request of stockholders entitled to cast at least a
majority of all votes entitled to be cast at the meeting.

     Section 7. Business transacted at any special meeting of stockholders shall
be limited to the purposes stated in the notice.

     Section 8. Whenever stockholders are required or permitted to take any
action at a meeting, a written notice of the meeting shall be given which notice
shall state the place, date and hour of the meeting, and, in the case of a
special meeting, the purpose or purposes for which the meeting is called. The
written notice of any meeting shall be given to each stockholder entitled to
vote at such meeting not less than 10 nor more than 90 days before the date of
the meeting. If mailed. notice is given when deposited in the United States
mail, postage prepaid, directed to the stockholder at his address as it appears
on the records of the Corporation.

     Section 9. The officer who has charge of the stock ledger of the
Corporation shall prepare and make, at least 10 days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the ,number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours, for a period
of at least 10 days prior to the meeting, either at a place within the city
where the meeting is to be held, which place shall be specified in the notice of
the meeting, or. if not so specified, at the principal executive office of the
Corporation. The list shall also be produced and kept at the time and place of
the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.

     Section 10. Notwithstanding any other provision of the charter of the
Corporation or these bylaws, Subtitle 7 of Title 3 of the MGCL (as the same may
hereafter be amended from time to time) shall not apply to any acquisition of
any shares of stock of the Corporation by David G. Price or his heirs or his
estate, or any trust, all the beneficiaries of which consist of his heirs,
and/or any Affiliate (as defined in Section 3-601 of the MGCL) or Associates (as
defined in Section 3-701 of the MGCL) of any of the foregoing.

                                       3

<PAGE>

                                  ARTICLE III

                                   DIRECTORS
                                   ---------

     Section 1. The board of directors shall consist of a minimum of three and a
maximum of eleven (11) directors plus any additional directors which the holders
of any class of preferred stock of the Corporation may have the right to elect
pursuant to Section F. of Article VI of the charter of the Corporation. The
number of directors shall be fixed or changed from time to time, within the
minimum and maximum, by the then elected directors or pursuant to the terms of
the charter of the Corporation, provided that at least a majority of the
directors shall be unaffiliated with David 0. Price ("Independent Directors").
Until increased or decreased pursuant to the charter or bylaws of the
Corporation, the exact number of directors shall be seven (7), of which four (4)
shall be Independent Directors. The directors need not be stockholders. The
directors shall be divided into three classes in accordance with the charter of
the Corporation and, except as provided in Section 2 of this Article III with
respect to vacancies, shall be elected as provided in the charter at the annual
meeting of the stockholders, and each director elected shall hold office until
his successor is elected and qualified or until his death, retirement
resignation or removal.

     Section 2.(a) Nominations of persons for election to the board of directors
of the Corporation at the annual meeting of stockholders may be made at such
meeting by or at the direction of the board of directors, by any committee of
persons appointed by the board of directors with authority therefor or by any
stockholder of the Corporation entitled to vote for the election of directors at
the meeting who complies with the notice procedures set forth in this Article
Ill, Section 2(a). Such nominations by any stockholder shall be made pursuant to
timely notice in writing to the Secretary of the Corporation. To be timely, a
stockholder's notice shall be delivered to or mailed and received at the
principal executive offices of the Corporation not less than 50 days nor more
than 75 days prior to the meeting; provided, however, that in the event that
                                   --------  -------
less than 65 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 received not later than the close of business of the fifteenth (15th) 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) as to each person whom the
stockholder proposes to nominate for election or reelection as a director, (a)
the name, age, business address and residence address of the person, (b) the
principal occupation or employment of the person, (c) the class and number of
shares of capital stock of the Corporation which are beneficially owned by the
person and (d) any other information relating to the person that is required to
be disclosed in solicitations for proxies for election of directors pursuant to
the Rules and Regulations of the Securities and Exchange Commission under
Section 14 of the Securities Exchange Act of 1934, as amended; and (ii) as to
the stockholder giving the notice (a) the name and record address of the
stockholder and (b) the class and number of shares of capital stock of the
Corporation which are beneficially owned by the stockholder. The Corporation may
require any proposed nominee to furnish such other information as may reasonably
be required by the Corporation to determine the eligibility of such proposed
nominee to serve as a director of the Corporation. Except as may otherwise be
provided in these bylaws or any other agreement

                                       4

<PAGE>

relating to the right to designate nominees for election to the board of
directors no person shall be eligible for election as a director of the
Corporation unless nominated in accordance with the procedures set forth herein.
The officer of the Corporation presiding at an annual meeting shall, if the
facts warrant, determine and declare to the meeting that a nomination was not
made in accordance with the foregoing procedure, and if he should so determine,
he shall so declare to the meeting and the defective nomination shall be
disregarded.

     (b) Except as may otherwise be provided pursuant to Article IV of the
charter with respect to any rights of holders of preferred stock to elect
additional directors and any other requirement in these bylaws or other
agreement relating to the right to designate nominees for election to the board
of directors, should a vacancy in the board of directors occur or be created
(whether arising through death, retirement, resignation or removal or through an
increase in the number of authorized directors), such vacancy shall be filled by
the affirmative vote of a majority of the remaining directors, even though less
than a quorum of the board of directors. A director so elected to fill a vacancy
shall serve for the remainder of the term of the class to which he was elected.

     Section 3. The property and business of the Corporation shall be managed by
or under the direction of its board of directors. In addition to the powers and
authorities by these bylaws expressly conferred upon them, the board may
exercise all such powers of the Corporation and do all such lawful acts and
things as are not by statute or by the charter or by these bylaws directed or
required to be exercised or done by the stockholders.

                       Meetings of the Board of Directors
                       ----------------------------------

     Section 4. The directors may hold their meetings and have one or more
offices, and keep the books of the Corporation, outside the State of Maryland.

     Section 5. Regular meetings of the board of directors may be held at such
time and place as shall from time to time be determined by resolution of the
board, and no additional notice shall be required.

     Section 6. Special meetings of the board of directors maybe called by the
chief executive officer, the president or the chairman of the board of directors
on forty-eight hours' notice to each director, either personally or by mail or
by telegram; special meetings shall be called by the chief executive officer,
the president or the secretary in like manner and on like notice on the written
request of two directors unless the board consists of any one director, in which
case special meetings shall be called by the chief executive officer, the
president or secretary in like manner or on like notice on the written request
of the sole director.

     Section 7. At all meetings of the board of directors a majority of the
authorized number of directors shall be necessary and sufficient to constitute a
quorum for the transaction of business, and the vote of a majority of the
directors present at any meeting at which there is a quorum, shall be the act of
the board of directors, except as may be otherwise specifically provided by
statute, by the charter or by these bylaws. If a quorum shall not be present at
any meeting of the board of directors, the directors present thereat may adjourn
the meeting from

                                       5

<PAGE>

time to time, without notice other than announcement at the meeting, until a
quorum shall be present. If only one director is authorized to serve on the
board, such sole director shall constitute a quorum. Notwithstanding the
foregoing, one more than a majority of the directors shall be necessary to
constitute a quorum to approve or advise the actions set forth below in clauses
(i) through (v), and such action shall not be effective unless approved or
advised by one more than a majority of all directors. Such action includes:

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

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

          (iii) any waiver or modification of the Ownership Limit (as defined in
     the charter of the Corporation);

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

          (v)   acquisitions, dispositions or financings of assets by the
     Corporation or the Operating Partnership in excess of 25% of Total Market
     Capitalization (as hereinafter defined) whether by merger, purchase, sale
     or otherwise. The value of the assets of the Corporation or the Operating
     Partnership for the purpose of determining whether such assets constitute
     in excess of 25% of Total Market Capitalization shall be the book value of
     such assets as reflected in the Corporation's most recent fiscal year-end
     consolidated balance sheet at the time the determination is being made or,
     if materially different and the transaction involves (A) an acquisition or
     disposition, the amount of the consideration involved in such acquisition
     or disposition or (B) a financing, the value of assets being financed as
     reflected in the financing transaction.

For purposes of this Section 7:

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

                                       6

<PAGE>

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

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

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

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

                                       7

<PAGE>

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

        (f)     The term "Total Market Capitalization" shall mean the sum of(l)
the Market Value (as hereinafter defined) of the then outstanding shares of
Common Stock, (2) the Market Value of shares of Common Stock for which OP Units
are exchangeable (whether or not such OP Units are immediately exchangeable and
without regard to the Ownership Limit) and (3) the total principal amount of
indebtedness of the Corporation and the Operating Partnership (without
duplication) as reflected in the Corporation's most recent fiscal year-end
consolidated balance sheet existing at the time the directors would be required
to approve a transaction set forth in subparagraph (v) of this Section 7.

        (g)     The term "Market Value" with respect to shares of Common Stock
shall mean the average of the daily market price for the ten (10) consecutive
trading days immediately prior to the date beginning fifteen (15) days before
the directors would be required to approve a transaction set forth in
subparagraph (v) of this Section 7. The market price for each such trading date
shall be: (.1) if the shares are listed or admitted to trading on any securities
exchange or the NASDAQ-National Market System, the closing price, regular way,
on such day, or if no such sale takes place on such day, the average of the
closing bid and asked prices on such day, (2) if the shares are not listed or
admitted to trading on any securities exchange or the NASDAQNational Market
System, the last reported sale price on such day or, if no sale takes place on
such day, the average of the closing bid and asked prices on such day, as
reported by a reliable quotation source designated by a majority of the board of
directors, or (3) if the shares are not listed or admitted to trading on any
securities exchange or the NASDAQ-National Market System and no such last
reported sale price or closing bid and asked prices are available, the average
of the reported high bid and low asked prices on such day, as reported by a
reliable quotation source designated by a majority of the board of directors, or
if there shall be no bid and asked prices on such day, the average of the high
bid and low asked prices, as so reported, on the most recent day (not more than
10 days prior to the date in question) for which prices have been so reported;
provided that, if there are no bid and asked prices reported during the 10 days
-------- ----
prior to the date in question, the Market Value of the shares shall be
determined by a majority of the board of directors acting in good faith on the
basis of such quotations and other information as it considers, in its
reasonable judgment, appropriate.

        Section 7(a). Notwithstanding any other provision of these bylaws, from
and after the Reincorporation the following actions of the board of directors
shall require the approval of the Independent Committee: (i) the selection of
operators for the Corporation's or the Operating Partnership's properties; and
(ii) all transactions between the Corporation or the Operating Partnership and
David G. Price and his affiliates, including, but not limited to, (a) the
negotiation, enforcement and renegotiation of the terms of a lease of any of the
Corporation's or the Operating Partnership's properties and (b) the
consideration of the General Partner Right of First Refusal as set forth in
Section 11.3.A(a) of the Agreement of Limited Partnership of the Operating
Partnership.

        Section 8. Unless otherwise restricted by the charter or these bylaws,
any action required or permitted to be taken at any meeting, of the board of
directors or of any committee

                                       8




<PAGE>

thereof may be taken without a meeting, if all members of the board or
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the board or committee.

        Section 9. Unless otherwise restricted by the charter or these bylaws,
members of the board of directors, or any committee designated by the board of
directors, may participate in a meeting of the board of directors, or any
committee, by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and such participation in a meeting shall constitute presence in person at such
meeting.

                             Committees of Directors
                             -----------------------

        Section 10. The board of directors may, by resolution passed by a
majority of the whole board, designate one or more committees, each such
committee to consist of not less than the minimum number of directors required
for committees of the board of directors under the MGCL. The board may designate
one or more directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of the committee. Any such
committee, to the extent provided in the resolution of the board of directors,
and to the maximum extent permitted under the MGCL, shall have and may exercise
all the powers and authority of the board of directors in the management of the
business and affairs of the Corporation, and may authorize the seal of the
Corporation to be affixed to all papers which may require it, but no such
committee shall have the power or authority in reference to amending the charter
(except that a committee may, in accordance with a general formula or method
specified by the board of directors, and to the extent authorized in the
resolution or resolutions providing for the issuance of shares of stock adopted
by the board of directors, fix the designations and any of the preferences or
rights of such shares relating to dividends, redemption, dissolution, any
distribution of assets of the Corporation or the conversion into, or the
exchange of such shares for, shares of any other class or classes or any other
series of the same or any other class or classes of stock of the Corporation or
fix the number of shares of any series of stock or authorize the increase or
decrease of the shares of any series), adopting an agreement of merger or
consolidation, recommending to the stockholders the sale, lease or exchange of
all or substantially all of the Corporation's property and assets, recommending
to the stockholders a dissolution of the Corporation or a revocation of a
dissolution or any other matter requiring the approval of the stockholders of
the Corporation, or amending the bylaws of the Corporation; and no such
committee shall have the power or authority to authorize or declare a dividend,
to authorize the issuance of stock (except that, if the board of directors has
given general authorization for the issuance of stock, a committee of the board,
in accordance with a general formula or method specified by the board by
resolution or by adoption of a stock option or other plan, may fix the terms of
stock subject to classification or reclassification and the terms on which any
stock may be issued, including the price and consideration for such stock) or to
approve any merger or share exchange which does not require stockholder
approval.

        Section 10(a). The Corporation shall have the following committees, the
specific authority and members of which shall be as designated herein or by
resolution of the board of directors:

                                       9

<PAGE>

                (i)     An Executive Committee, which shall have such authority
        as granted by the board of directors, including the power to acquire and
        dispose of real property and the power to authorize the execution of
        certain contracts and agreements.

                (ii)    An Independent Committee, which shall consist solely of
        Independent Directors and which shall have the authority to approve the
        actions of the board of directors as specified in Section 7(a) of this
        Article III.

                (iii)   An Audit Committee, which will consist solely of
        Independent Directors and which shall make recommendations concerning
        the engagement of independent public accountants, review with the
        independent public accountants the plans and results of the audit
        engagement, approve professional services provided by the independent
        public accountants, review the independence of the independent public
        accountants, consider the range of audit and non-audit fees and review
        the adequacy of the Corporation's internal accounting controls.

                (iv)    A Compensation Committee, which shall determine
        compensation for the Corporation's executive officers and administer a
        stock incentive plan adopted by the Corporation.

                Section 11. Each committee shall keep regular minutes of its
meetings and report the same to the board of directors when required. The
presence of a majority of the total membership of any committee shall constitute
a quorum for the transaction of business at any meeting of such committee and
the act of a majority of those present shall be necessary and sufficient for the
taking of any action thereat.

                            Compensation of Directors
                            -------------------------

                Section 12. Unless otherwise restricted by the charter or these
bylaws, the board of directors shall have the authority to fix the compensation
of directors. The directors may be paid their expenses, if any, of attendance at
each meeting of the board of directors and may be paid a fixed sum for
attendance at each meeting of the board of directors and/or a stated salary or
fee as director.

                                 Indemnification
                                 ---------------

                Section 13. The Corporation shall, to the maximum extent
permitted by Maryland law in effect from time to time, indemnify, and pay or
reimburse reasonable expenses in advance of final disposition of a proceeding
to, (i) any individual who is a present or former director or officer of the
Corporation or (ii) any individual who, while a director of the Corporation and
at the request of the Corporation, serves or has served another corporation,
partnership, joint venture, trust, employee benefit plan or any other enterprise
as a director, officer, partner or trustee of such corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise. The Corporation
shall, with the approval of its board of directors, provide such indemnification
and advancement of expenses to a person who served a predecessor of the

                                       10

<PAGE>

Corporation in any of the capacities described in (i) or (ii) above and to any
employee or agent of the Corporation or a predecessor of the Corporation.

        Neither the amendment nor repeal of this Section 13 of Article III, nor
the adoption or amendment of any other provision of the charter or bylaws of the
Corporation inconsistent with this Section 13 of Article III, shall apply to or
affect in any respect the applicability of the preceding paragraph with respect
to any act or failure to act which occurred prior to such amendment, repeal or
adoption.

                                   ARTICLE IV

                                    OFFICERS
                                    --------

                               General Provisions
                               ------------------

        Section 1. The officers of this Corporation shall be chosen by the board
of directors and shall include a president, a vice president, a secretary and a
treasurer. The Corporation may also have at the discretion of the board of
directors such other officers as are desired, including a chairman of the board,
a chief executive officer, additional vice presidents, a chief financial
officer, one or more assistant secretaries and one or more assistant treasurers,
and such other officers as may be appointed in accordance with the provisions of
Section 3 of this Article IV hereof. In the event there are two or more vice
presidents, then one or more may be designated as executive vice president,
senior vice president, vice president/acquisitions or other similar or
dissimilar title. At the time of the election of officers, the directors may by
resolution determine the order of their rank. Any number of offices may be held
by the same person, unless the charter or these bylaws otherwise provide, except
that one individual may not simultaneously hold the office of president and vice
president.

        Section 2. The board of directors, at its first meeting after each
annual meeting of stockholders, shall choose the officers of the Corporation.

        Section 3. At any time, and from time to time, the board of directors
may appoint such other officers and agents as it shall deem necessary who shall
hold their offices for such terms and shall exercise such powers and perform
such duties as shall be determined by the board.

        Section 4. The salaries of all officers and agents of the Corporation
shall be fixed by the board of directors.

        Section 5. The officers of the Corporation shall hold office until their
successors are chosen and qualified in their stead or until their earlier death,
resignation or removal. Any officer elected or appointed by the board of
directors may be removed at any time, with or without cause, by the affirmative
vote of a majority of the board of directors. If the office of any officer or
officers becomes vacant for any reason, the vacancy may be filled by the board
of directors. Notwithstanding the foregoing, an officer may be elected or
appointed as an "interim"

                                       11

<PAGE>

officer who will serve for a limited period of time, in which case the board of
directors shall designate the term of such officer at the time of the election
or appointment of the officer.

                             Chief Executive Officer
                             -----------------------

     Section 6. The board of directors may designate a chief executive officer
of the Corporation, who may be a person other than the president or the chairman
of the board. If the board of directors does not designate a chief executive
officer, the president, or if there is no president, the chairman of the board,
shall be the chief executive officer of the Corporation. The chief executive
officer shall have such powers and duties as may be prescribed by the board of
directors or, if the board of directors does not prescribe the powers and duties
of the chief executive officer, the chief executive officer shall have the
general powers and duties of management usually vested in the office of chief
executive officer of corporations.

                              Chairman of the Board
                              ---------------------

     Section 7. The chairman of the board, if such an officer be elected, shall,
if present, preside at all meetings of the board of directors and exercise and
perform such other powers and duties as may be from time to time assigned to him
by the board of directors or prescribed by the bylaws; provided, however, that
the board of directors may provide that the chief executive officer, if other
than the chairman of the board, may preside at meetings of the board of
directors. If the board of directors has not appointed a chief executive officer
and there is no president, the chairman of the board shall, in addition, be the
chief executive officer of the Corporation and shall have the powers and duties
prescribed in Section 6 of this Article IV.

                                    President
                                    ---------

     Section 8. Subject to such supervisory powers, if any, as may be given by
the board of directors to the chief executive officer, if there be such an
officer, or the chairman of the board, if there be such an officer, the
president shall be the chief operating officer of the Corporation and shall have
such powers and duties as may be prescribed by the board of directors or, if the
board of directors does not prescribe the powers and duties of the president,
the president shall have the general powers and duties of management usually
vested in the office of chief operating officer of corporations. If the board of
directors has not appointed a chief executive officer, the president shall be
the chief executive officer of the Corporation.

                                 Vice Presidents
                                 ---------------

     Section 9. In the absence or disability of the president, 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
all the duties of the president, and when so acting shall have all the powers of
and be subject to all the restrictions upon the president. The vice presidents
shall have such other duties as from time to time may be prescribed for them,
respectively, by the board of directors.

                                       12

<PAGE>

                        Secretary and Assistant Secretary
                        ---------------------------------

     Section 10. The secretary shall attend all sessions of the board of
directors and all meetings of the stockholders and record all votes and the
minutes of all proceedings in a book to be kept for that purpose; and shall
perform like duties for the standing committees when required by the board of
directors. He shall give, or cause to be given, notice of all meetings of the
stockholders and of the board of directors, and shall perform such other duties
as may be prescribed by the board of directors or the bylaws. He shall keep in
safe custody the seal of the Corporation, and when authorized by the board,
affix the same to any instrument requiring it, and when so affixed it shall be
attested by his signature or by the signature of an assistant secretary. The
board of directors may give general authority to any other officer to affix the
seal of the Corporation and to attest the affixing by his signature.

     Section 11. The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the board of directors, or if
there be no such determination, the assistant secretary designated by the board
of directors, shall, in the absence or disability of the secretary, perform the
duties and exercise the powers of the secretary and shall perform such other
duties and have such other powers as the board of directors may from time to
time prescribe.

           Chief Financial Officer. Treasurer and Assistant Treasurers
           -----------------------------------------------------------

     Section 12. The chief financial officer of the Corporation shall have the
custody of the corporate funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the Corporation and
shall deposit all moneys, and other valuable effects in the name and to the
credit of the Corporation, in such depositories as may be designated by the
board of directors. He shall disburse the funds of the Corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the board of directors, at its regular
meetings, or when the board of directors so requires, an account of all his
transactions as chief financial officer and of the financial condition of the
Corporation. If required by the board of directors, he shall give the
Corporation a bond, in such sum and with such surety or sureties as shall be
satisfactory to the board of directors, for the faithful performance of the
duties of his office and for the restoration to the Corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the Corporation. If no other person then be appointed
to the position of Treasurer of the Corporation, the person holding the office
of Chief Financial Officer shall also be the Treasurer of the Corporation.

     Section 13. The treasurer or assistant treasurer, or if there shall be more
than one, the assistant treasurers in the order determined by the board of
directors, or if there be no such determination, the treasurer or assistant
treasurer designated by the board of directors, shall, in the absence or
disability of the chief financial officer, perform the duties and exercise the
powers of the chief financial officer and shall perform such other duties and
have such other powers as the board of directors may from time to time
prescribe.

                                       13

<PAGE>

                                    ARTICLE V

                                      STOCK
                                      -----

                              Certificates of Stock
                              ---------------------

     Section 1. Every holder of stock of the Corporation shall be entitled to
have a certificate signed by, or in the name of the Corporation by, the chairman
of the board of directors, or the President or a vice president, and
countersigned by the secretary or an assistant secretary, or the treasurer or an
assistant treasurer of the Corporation, certifying the number of shares
represented by the certificate owned by such stockholder in the Corporation.

     Section 2. Any or all of the signatures on the certificate may be a
facsimile. In case any officer, transfer agent, or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the Corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.

     Section 3. If the Corporation shall be authorized to issue more than one
class of stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualification, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the Corporation shall
issue to represent such class or series of stock, provided that, in lieu of the
foregoing requirements, there may be set forth on the face or back of the
certificate which the Corporation shall issue to represent such class or series
of stock a statement that the Corporation will furnish without charge to each
stockholder who so requests the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights. In addition, in the event that any stock issued by the
Corporation is subject to a restriction on its transferability, the stock
certificate shall on its face or back contain a full statement of the
restriction or state that the Corporation will furnish information about the
restriction to the stockholder on request and without charge.

                     Lost. Stolen or Destroyed Certificates
                     --------------------------------------

     Section 4. The board of directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate or certificates, the board of directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as it shall require
and/or to give the Corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the Corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.

                                       14

<PAGE>

                               Transfers of Stock
                               ------------------

     Section 5. Upon surrender to the Corporation, or the transfer agent of the
Corporation, of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignation or authority to transfer, it shall be the
duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books,
subject, however, to the Ownership Limit and other restrictions on
transferability applicable thereto from time to time.

                               Fixing Record Date
                               ------------------

     Section 6. In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of the stockholders or any
adjournment thereof, or to express consent to corporate action in writing,
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any chance conversion or exchange of stock or for the purpose of any
other lawful action the board of directors may fix a record date which shall not
be more than 90 nor less than 10 days before the date of such meeting, nor more
than 90 days prior to any other action. A determination of stockholders of
record entitled to notice of or to vote at a meeting of stockholders shall apply
to any adjournment of the meeting; provided however, that the board of directors
                                   -------- -------
may fix a new record date for the adjourned meeting.

                             Registered Stockholders
                             -----------------------

     Section 7. The Corporation shall be entitled to treat the holder of record
of any share or shares of stock as the holder in fact thereof and accordingly
shall not be bound to recognize any equitable or other claim or interest in such
share on the part of any other person, whether or not it shall have express or
other notice thereof, save as expressly provided by the laws of the State of
Maryland.

                                   ARTICLE VI

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

                                    Dividends
                                    ---------

     Section 1. Dividends upon the capital stock of the Corporation, subject to
the provisions of the charter if any, may be authorized and declared by the
board of directors at any regular or special meeting, pursuant to law. Dividends
may be paid in cash, in property, or in shares of the capital stock subject to
the provisions of the charter and the MGCL.

     Section 2. Before payment of any dividend there may be set aside out of any
funds of the Corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such

                                       15

<PAGE>

other purpose as the directors shall think conducive to the interests of the
Corporation, and the directors may abolish any such reserve.

                                     Checks
                                     ------

     Section 3. All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers as the board of directors may from
time to time designate.

                                   Fiscal Year
                                   -----------

     Section 4. The fiscal year of the Corporation shall be fixed by resolution
of the board of directors.

                                      Seal
                                      ----

     Section 5. The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization and the words "Corporate Seal,
Maryland" Said seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

                                     Notices
                                     -------

     Section 6. Whenever, under the provisions of the MGCL or of the charter or
of these bylaws, notice is required to be given to any director or stockholder,
it shall not be construed to mean personal notice, but such notice may be given
in writing by mail, addressed to such director or stockholder, at his address as
it appears on the records of the Corporation, with postage thereon prepaid, and
such notice shall be deemed to be given at the time when the same shall be
deposited in the United States mail. Notice to directors may also be given by
telephone, telegram, telecopy or cable.

     Section 7. Whenever any notice is required to be given under the provisions
of the MGCL or of the charter or of these bylaws, a waiver thereof in writing,
signed by the person or persons entitled to said notice, whether before or after
the time stated therein, shall be deemed equivalent thereto.

                                Annual Statements
                                -----------------

     Section 8. The board of directors may present at each annual meeting of
stockholders, and when called for by vote of the stockholders shall present to
any annual or special meeting of the stockholders, a full and clear statement of
the business and condition of the Corporation.

                                       16

<PAGE>

                                   ARTICLE VII

                                   AMENDMENTS
                                   ----------

     Section 1. These bylaws may be altered amended or repealed or new bylaws
may be adopted by the board of directors in accordance with the provisions of
Article III, Section 7 hereof, at any regular meeting of the board of directors
or at any special meeting of the board of directors if notice of such
alteration, amendment, repeal or adoption of new bylaws be contained in the
notice of such special meeting. The board of directors has the exclusive power
to alter, amend or repeal these bylaws, or to adopt new bylaws.

                                       17