<PAGE>   1
                                                                     EXHIBIT 3.9













                                     BYLAWS

                                       OF

                            BRADLEY REAL ESTATE, INC.

                                  July 21, 1994

                                     BYLAWS

                                       OF

                            BRADLEY REAL ESTATE, INC.









<PAGE>   2
                                     BYLAWS

                                       OF

                            BRADLEY REAL ESTATE, INC.

                                TABLE OF CONTENTS

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ARTICLE I

MEETINGS OF STOCKHOLDERS......................................................................................68
         1.01     PLACE.......................................................................................68
         1.02     ORGANIZATIONAL MEETING; ANNUAL MEETING......................................................68
         1.03     MATTERS TO BE CONSIDERED AT ANNUAL MEETING..................................................68
         1.04     SPECIAL MEETINGS............................................................................70
         1.05     NOTICE......................................................................................70
         1.06     SCOPE OF NOTICE.............................................................................70
         1.07     QUORUM......................................................................................70
         1.08.    VOTING......................................................................................70
         1.09     PROXIES.....................................................................................71
         1.10     CONDUCT OF MEETINGS.........................................................................71
         1.11     TABULATION OF VOTES.........................................................................71
         1.12     VOTING BY BALLOT............................................................................72


ARTICLE II


DIRECTORS.....................................................................................................72
         2.01     GENERAL POWERS..............................................................................72
         2.02     OUTSIDE ACTIVITIES..........................................................................72
         2.03.    NUMBER, TENURE AND QUALIFICATION............................................................72
         2.04     NOMINATION OF DIRECTORS.....................................................................73
         2.05     ANNUAL AND REGULAR MEETINGS.................................................................74
         2.06     SPECIAL MEETINGS............................................................................75
         2.07     NOTICE......................................................................................75
         2.08     QUORUM......................................................................................75
         2.09     VOTING......................................................................................75
         2.10     CONDUCT OF MEETINGS.........................................................................75
         2.11     RESIGNATIONS................................................................................76
         2.12     REMOVAL OF DIRECTORS........................................................................76
         2.13     VACANCIES...................................................................................76
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                                     BYLAWS

                                       OF

                            BRADLEY REAL ESTATE, INC.

                                TABLE OF CONTENTS

<TABLE>
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         2.14     INFORMAL ACTION BY DIRECTORS................................................................76
         2.15     COMPENSATION................................................................................76


ARTICLE III


COMMITTEES....................................................................................................76
         3.01     AUDIT COMMITTEE.............................................................................76
         3.02     OTHER COMMITTEES............................................................................77
         3.03     QUORUM AND VOTING...........................................................................77
         3.04     CONDUCT OF MEETINGS; REPORTS TO FULL BOARD..................................................77
         3.05     INFORMAL ACTION BY COMMITTEES...............................................................77


ARTICLE IV


OFFICERS..................................................................................................... 78
         4.01     ENUMERATION.................................................................................78
         4.02     POWERS AND DUTIES OF THE PRESIDENT..........................................................78
         4.03     VICE PRESIDENTS.............................................................................78
         4.04     CHIEF FINANCIAL OFFICER, TREASURER AND ASSISTANT TREASURER..................................78
         4.05     SECRETARY AND ASSISTANT SECRETARY...........................................................78
         4.06     EXECUTION OF DEEDS, LEASES, CHECKS AND OTHER DOCUMENTS......................................79
         4.07     REMOVAL.....................................................................................79
         4.08     OUTSIDE ACTIVITIES..........................................................................79
         4.09     SALARIES....................................................................................79


ARTICLE V


SHARES OF STOCK...............................................................................................79
         5.01     NO CERTIFICATES FOR STOCK...................................................................79
         5.02     ELECTION TO ISSUE CERTIFICATES..............................................................79
         5.03     STOCK LEDGER................................................................................80
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                                     BYLAWS

                                       OF

                            BRADLEY REAL ESTATE, INC.

                                TABLE OF CONTENTS

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         5.04     RECORDING TRANSFERS OF STOCK................................................................80
         5.05     LOST CERTIFICATE............................................................................81
         5.06     CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE..........................................81


ARTICLE VI


DIVIDENDS AND DISTRIBUTIONS...................................................................................82
         6.01     DECLARATION.................................................................................82
         6.02     CONTINGENCIES...............................................................................82


ARTICLE VII


INDEMNIFICATION...............................................................................................82
         7.01     INDEMNIFICATION.............................................................................82


ARTICLE VIII


NOTICES.......................................................................................................82
         8.01     NOTICES.....................................................................................83
         8.02     SECRETARY TO GIVE NOTICE....................................................................83
         8.03     WAIVER OF NOTICE............................................................................83


ARTICLE IX


MISCELLANEOUS.................................................................................................83
         9.01     BOOKS AND RECORDS...........................................................................83
         9.02     INSPECTION OF BYLAWS AND CORPORATE RECORDS..................................................84
         9.03     CONTRACTS...................................................................................84
         9.04     CHECKS, DRAFTS, ETC.........................................................................84
         9.05     LOANS.......................................................................................84
         9.06     FISCAL YEAR.................................................................................85
</TABLE>



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                                     BYLAWS

                                       OF

                            BRADLEY REAL ESTATE, INC.

                                TABLE OF CONTENTS

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         9.07     ANNUAL REPORT...............................................................................85
         9.08     INTERIM REPORTS.............................................................................85
         9.09     OTHER REPORTS...............................................................................85
         9.10     BYLAWS SEVERABLE............................................................................85


ARTICLE X


AMENDMENT OF BYLAWS...........................................................................................85
         10.1     BY DIRECTORS................................................................................85
         10.2     BY STOCKHOLDERS.............................................................................85
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                                    ARTICLE I

                            MEETINGS OF STOCKHOLDERS

         1.01 PLACE. All meetings of the holders of the issued and outstanding
common stock and preferred stock of the Corporation (the "Stockholders") shall
be held at the principal executive office of the Corporation or such other place
within the United States as shall be stated in the notice of the meeting.

         1.02 ORGANIZATIONAL MEETING; 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
second Wednesday in May of each year or at such other date and time as may be
fixed by the Board of Directors. If the date fixed for the annual meeting shall
be a legal holiday, such meeting shall be held on the next succeeding business
day. 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.

         1.03 MATTERS TO BE CONSIDERED AT ANNUAL MEETING.

                  (a)      At an annual meeting of Stockholders, only such
business shall be conducted, and only such proposals shall be acted upon, as
shall have been properly brought before the annual meeting (i) by, or at the
direction of, a majority of the Board of Directors, or (ii) by any holder of
record (both as of the time notice of such proposal is given by the Stockholder
as set forth below and as of the record date for the annual meeting in question)
of any shares of the Corporation's capital stock entitled to vote at such annual
meeting and on such proposal who complies with the procedures set forth in this
Section 1.03. For a proposal to be properly brought before an annual meeting by
a Stockholder, other than a proposal of a Stockholder entitled to vote thereon
and included in the Corporation's proxy statement pursuant to Rule 14a-8 of the
Securities Exchange Act of 1934, as amended, the Stockholder must have given
timely notice thereof in writing to the Secretary of the Corporation, and such
Stockholder or his representative must be present in person at the annual
meeting. A Stockholder's notice shall be timely if delivered to, or mailed and
received at, the principal executive offices of the Corporation (A) not less
than 75 days nor more than 150 days prior to the anniversary date of the
immediately preceding annual meeting of Stockholders (which is the case of the
annual meeting in 1995 shall be deemed to be the annual meeting of Shareholders
of Bradley Real Estate Trust that was held on May 12, 1994) or special meeting
in lieu thereof (the "Anniversary Date") or (B) in the event that the annual
meeting of Stockholders is called for a date more than 7 calendar days prior to
the Anniversary Date, not later than the close of business on (1) the 20th
calendar day (or if that day is not a business day for the Corporation, on the
next succeeding business day) following the earlier of (x) the date on which
notice of the date of such meeting was mailed to Stockholders, or (y) the date
on which the date of such meeting was publicly disclosed, or (2) if such date of
notice or public disclosure occurs more than 75 calendar days prior to the
scheduled date of such meeting, then the later of (x) the 20th calendar day (or
if that day is not a business day for the Corporation, on the next succeeding

business day) following the date of the first to occur of such notice or public
disclosure or (y) the 75th calendar day prior to such scheduled date of such
meeting (or if that day is not a business day for the Corporation, on the next
succeeding business day).


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<PAGE>   7

                  (b)      A Stockholder's notice to the Secretary shall set
forth as to each matter the Stockholder proposes to bring before the annual
meeting (i) a brief description of the proposal desired to be brought before the
annual meeting and the reasons for conducting such business at the annual
meeting, (ii) the name and address, as they appear on the Corporation's stock
transfer books, of the Stockholder proposing such business and of the beneficial
owners (if any) of the stock registered in such Stockholder's name and the name
and address of other Stockholders known by such Stockholder to be supporting
such proposal on the date of such Stockholder's notice, (iii) the class and
number of shares of the Corporation's capital stock which are beneficially owned
by the Stockholder and such beneficial owners (if any) on the date of such
Stockholder's notice and by any other Stockholders known by such Stockholder to
be supporting such proposal on the date of such Stockholder's notice, and (iv)
any financial interest of the Stockholder or of any such beneficial owner in
such proposal.

                  (c)      If the Board of Directors, or a designated committee
thereof, determines that any Stockholder proposal was not timely made in
accordance with the terms of this Section 1.03, such proposal shall not be
presented for action at the annual meeting in question. If the Board of
Directors, or a designated committee thereof, determines that the information
provided in a Stockholder's notice does not satisfy the informational
requirements of this section in any material respect, the Secretary of the
Corporation shall promptly notify such Stockholder of the deficiency in the
notice. Such Stockholder shall have an opportunity to cure the deficiency by
providing additional information to the Secretary within the period of time, not
to exceed five (5) days from the date such deficiency notice is given to the
Stockholder, determined by the Board of Directors or such committee. If the
deficiency is not cured within such period, or if the Board of Directors or such
committee determines that the additional information provided by the
Stockholder, together with the information previously provided, does not satisfy
the requirements of this Section 1.03 in any material respect, then such
proposal shall not be presented for action at the annual meeting in question.

                  (d)      Notwithstanding the procedure set forth in the
preceding paragraph, if neither the Board of Directors nor such committee makes
a determination as to the validity of any Stockholder proposal as set forth
above, the presiding Officer of the annual meeting shall determine and declare
at the annual meeting whether the Stockholder proposal was made in accordance
with the terms of this Section 1.03. If the presiding Officer determines that a
Stockholder proposal was made in accordance with the terms of this Section 1.03,
the presiding Officer shall so declare at the annual meeting. If the presiding
Officer determines that a Stockholder proposal was not made in accordance with
the provisions of this Section 1.03, the presiding Officer shall so declare at
the annual meeting and such proposal shall not be acted upon at the annual
meeting.




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<PAGE>   8

                  (e)      This provision shall not prevent the consideration
and approval or disapproval at the annual meeting of reports of Officers,
Directors and committees of the Board of Directors, but in connection with such
reports, no new business shall be acted upon at such annual meeting except in
accordance with the provisions of this Section 1.03.

         1.04 SPECIAL MEETINGS. The Chairman of the Board, the President or a
majority of the Board of Directors may call special meetings of the
Stockholders. Special meetings of Stockholders shall also be called by the
Secretary upon the written request of the holders of shares entitled to cast 25%
or more of the votes entitled to be cast at such meeting. Such request shall
state the purpose or purposes of such meeting and the matters proposed to be
acted on thereat. The date, time, place and record date for any special meeting,
including a special meeting called at the request of Stockholders, shall be
established by the Board of Directors or Officer calling the same.

         1.05 NOTICE. Not less than ten (10) 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 8, 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.

         1.06 SCOPE OF NOTICE. No business shall be transacted at a special
meeting of Stockholders except that specifically designated in the notice of the
meeting. Any business of the Corporation 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.

         1.07 QUORUM. At any meeting of Stockholders, the presence in person or
by proxy of Stockholders entitled to cast a majority of the votes entitled to
vote on a particular measure shall constitute a quorum with respect to that
measure; but this Section shall not affect any requirement under any statute or
the Articles of Incorporation of the Corporation, as amended (the "Charter"),
for the vote necessary for the adoption of any measure. If, however, a quorum
with respect to a particular measure is not present at any meeting of the
Stockholders, the Stockholders present in person or by proxy entitled to vote on
such measure shall have the power to adjourn the meeting from time to time
without notice other than announcement at the meeting until a quorum with
respect to such measure 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.

         1.08. VOTING. A majority of the votes 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



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which may properly come before the meeting, unless more than a majority of the
votes cast is specifically required by statute (after giving effect to the
provisions of Article XIII of the Charter providing for a majority vote), the
Charter or these Bylaws. Unless otherwise provided by statute, the Charter or
these Bylaws, each outstanding share (a "Share") of capital stock of the
Corporation (the "Stock"), regardless of class, shall be entitled to one vote
upon each matter submitted to a vote at a meeting of Stockholders. Pursuant to
Section 3-702 of the Maryland General Corporation Law, any and all acquisitions
of Shares of Stock are hereby exempted from the provisions of Title 3, Subtitle
7 of the Maryland General Corporation Law, which relates to voting rights of
certain control shares. Shares of its own Stock directly or indirectly owned by
the Corporation shall not be voted in any meeting and shall not be counted in
determining the total number of outstanding Shares entitled to vote at any given
time, but Shares of its own voting Stock held by it in a fiduciary capacity may
be voted and shall be counted in determining the total number of outstanding
Shares at any given time. Notwithstanding anything else contained in these
Bylaws, the rights of Excess Stock and the holders of Excess Stock shall be
limited to the rights provided in the Charter, as amended from time to time.
Notwithstanding the foregoing, a plurality of the votes cast at a meeting of
Stockholders duly called and at which a quorum is present shall be sufficient to
elect a Director.

         1.09 PROXIES. A Stockholder may vote the Shares owned of record by him
or her, either in person or by proxy executed in writing by the Stockholder or
by his or her duly authorized attorney in fact. Such proxy shall be filed with
the Secretary of the Corporation 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.

         1.10 CONDUCT OF MEETINGS. The Chairman of the Board or, in the absence
of the Chairman, the President, or, in the absence of the Chairman, President
and Vice Presidents, a presiding Officer elected at the meeting, shall preside
over meetings of the Stockholders. The Secretary of the Corporation, or, in the
absence of the Secretary and Assistant Secretaries, the person appointed by the
presiding Officer of the meeting shall act as secretary of such meeting.

         1.11 TABULATION OF VOTES. At any annual or special meeting of
Stockholders, the presiding Officer shall be authorized to appoint a teller for
such meeting ("the Teller"). The Teller may, but need not, be an Officer or
employee of the Corporation. 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
Corporation, 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 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 or her
sole


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judgment and discretion and he or she shall not be bound by any determinations
made by the Teller.

         1.12 VOTING BY BALLOT. Voting on any question or in any election may be
by voice or show of hands unless the presiding Officer shall order or any
Stockholder shall demand that voting be by ballot.

                                   ARTICLE II

                                    DIRECTORS

         2.01 GENERAL POWERS. The business and affairs of the Corporation shall
be managed by its Board of Directors.

         2.02 OUTSIDE ACTIVITIES. The Board of Directors and its members are
required to spend only such time managing the business and affairs of the
Corporation as is necessary to carry out their duties in accordance with Section
2-405.1 of the Maryland General Corporation Law. Any interest (including any
interest as defined in Section 2-419(a) of the Maryland General Corporation Law)
that a Director has in any investment opportunity presented to the Corporation
must be disclosed by such Director to the Board of Directors (and, if voting
thereon, to the Stockholders or to any committee of the Board of Directors)
within ten (10) days after the later of the date upon which such Director
becomes aware of such interest or the date upon which such Director becomes
aware that the Corporation is considering such investment opportunity. If such
interest comes to the interested Director's attention after a vote to take such
investment opportunity, the voting body shall be notified of such interest and
shall reconsider such investment opportunity if not already consummated or
implemented.

         2.03. NUMBER, TENURE AND QUALIFICATION. The number of Directors of the
Corporation shall be that number set forth in the Charter or such other number
as may be designated from time to time by resolution of a majority of the entire
Board of Directors; provided, however, that the number of Directors shall never
be less than the number required by the Maryland General Corporation Law, as
amended from time to time, and further provided that the tenure of office of a
Director shall not be affected by any decrease in the number of Directors. The
Board of Directors shall be divided into three classes, the number of Directors
of each class being as nearly equal as practical, with the term of office of one
class expiring each year. Each Director shall serve for the term for which
elected and until his or her successor is elected and qualified, unless at the
end of such term the number of Directors of such class is reduced and no
successor is to be elected.





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         2.04     NOMINATION OF DIRECTORS.

                  (a)      Nominations of candidates for election as Directors
of the Corporation at any annual meeting of Stockholders may be made (i) by, or
at the direction of, a majority of the Board of Directors or (ii) by any holder
of record (both as of the time notice of such nomination is given by the
Stockholder as set forth below and as of the record date for the annual meeting
in question) of any shares of the Corporation's capital stock entitled to vote
for the election of Directors at such meeting who complies with the procedures
set forth in this Section 2.04. Any Stockholder who seeks to make such a
nomination, or his representative, must be present in person at the annual
meeting. Only persons nominated in accordance with the procedures set forth in
this Section 2.04 shall be eligible for election as Directors at an annual
meeting of Stockholders.

                  (b)      Nominations, other than those made by, or at the
direction of, the Board of Directors, shall be made pursuant to timely notice in
writing to the Secretary of the Corporation as set forth in this Section 2.04. A
Stockholder's notice shall be timely if delivered to, or mailed and received at,
the principal executive offices of the Corporation (i) not less than 75 days nor
more than 150 days prior to the Anniversary Date or (ii) in the event that the
annual meeting of Stockholders is called for a date more than 7 calendar days
prior to the Anniversary Date, not later than the close of business on (A) the
20th calendar day (or if that day is not a business day for the Corporation, on
the next succeeding business day) following the earlier of (1) the date on which
notice of the date of such meeting was mailed to Stockholders, or (2) the date
on which the date of such meeting was publicly disclosed, or (B) if such date of
notice or public disclosure occurs more than 75 calendar days prior to the
scheduled date of such meeting, then the later of (1) the 20th calendar day (or
if that day is not a business day for the Corporation, on the next succeeding
business day) following the date of the first to occur of such notice or public
disclosure or (2) the 75th calendar day prior to such scheduled date of such
meeting (or if that day is not a business day for the Corporation, on the next
succeeding business day).

                  (c)      A Stockholder's notice of nomination shall set forth
as to each person the Stockholder proposes to nominate for election as a
Director (i) the name, age, business address and residence address of such
person, (ii) the principal occupation or employment of such person for the past
five years; (iii) the class and number of shares of the Corporation's capital
stock which are beneficially owned by such person on the date of such notice;
(iv) such nominee's written consent to be named in the proxy statement as a
nominee and to serve as a Director if elected, and (v) any other information
relating to such person that is required to be disclosed in solicitations of
proxies with respect to nominees for election as may be deemed necessary or
desirable by the Corporation's counsel, in the exercise of his or her
discretion. Notice by a Stockholder shall, in addition to the above-referenced
information, set forth as to the Stockholder giving the notice (A) the name and
address, as they appear on the Corporation's stock transfer books, of such
Stockholder and of the beneficial owners (if any) of the stock registered in
such Stockholder's name; (B) the name and address of other



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Stockholders known by such Stockholder to be supporting such nominees on the
date of such Stockholder's notice; (C) the class and number of shares of the
Corporation's capital stock which are beneficially owned by such Stockholder and
such beneficial owners (if any) on the date of such Stockholder notice; and (D)
the class and number of shares of the Corporation's capital stock which are
beneficially owned by any other Stockholders known by such Stockholder to be
supporting such nominees on the date of such Stockholder notice. At the request
of the Board of Directors, any person nominated by or at the direction of the
Board of Directors for election as a Director at an annual meeting shall furnish
to the Secretary of the Corporation that information which would be required to
be set forth in a Stockholder's notice of nomination of such nominee.

                  (d)      No person shall be elected by the Stockholders as a
Director of the Corporation unless nominated in accordance with the procedures
set forth in this Section 2.04. If the Board of Directors, or a designated
committee thereof, determines that a nomination made by any Stockholder was not
timely made in accordance with the terms of this Section, such nomination shall
not be considered at the annual meeting in question. If the Board of Directors,
or a designated committee thereof, determines that the information provided in a
Stockholder's notice does not satisfy the informational requirements of this
Section 2.04 in any material respect, the Secretary of the Corporation shall
promptly notify such Stockholder of the deficiency in the notice. Such
Stockholder shall have an opportunity to cure the deficiency by providing
additional information to the Secretary within the period of time, not to exceed
5 days from the date such deficiency notice is given to such Stockholder,
determined by the Board of Directors or such committee. If the deficiency is not
cured within such period, or if the Board of Directors or such committee
determines that the additional information provided by such Stockholder,
together with the information previously provided, does not satisfy the
requirements of this Section 2.04 in any material respect, such nomination shall
not be considered at the annual meeting in question.

                  (e)      Notwithstanding the procedures set forth in the
preceding paragraph, if neither the Board of Directors nor a designated
committee thereof makes a determination as to the validity of any nominations by
any Stockholder as set forth above, the presiding Officer of the Stockholders
meeting shall determine and declare at the Stockholders meeting whether a
nomination was made in accordance with the terms of this Section 2.04. If the
presiding Officer determines that a nomination was not made in accordance with
the terms of this Section 2.04, and such nomination shall be disregarded, and
the Board of Directors shall make all Director nominations on behalf of the
Corporation.

         2.05 ANNUAL AND REGULAR MEETINGS. An annual meeting of the Board of
Directors may be held immediately after and at the same place as the annual
meeting of Stockholders, or at such other time and place, either within or
without the State of Maryland, as is selected by resolution of the Board of
Directors, and no notice other than this Bylaw or such resolution shall be
necessary. The Board of Directors may provide, by resolution, the




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time and place, either within or without the State of Maryland, for the holding
of regular meetings of the Board of Directors without other notice than such
resolutions.

         2.06 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.

         2.07 NOTICE. Notice of any special meeting to be provided herein shall
be given by telephone or by written notice delivered personally, telegraphed or
telecopied at least twenty-four (24) hours prior to the meeting, or by mail at
least five (5) days prior to the meeting, to each Director at his or her
business or residence. Neither the business to be transacted at, nor the purpose
of, any annual, regular or special meeting of the Board of Directors need be
specified in the notice, unless specifically required by statute, the Charter or
these Bylaws.

         2.08 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, however, that a quorum for the transaction of business
with respect to any matter in which any Director (or affiliate of such Director)
who is not an independent Director has any interest shall consist of a majority
of the Directors that includes a majority of the independent Directors then in
office. If less than a majority of the Board of Directors is present at said
meeting, a majority of the Directors present may adjourn the meeting from time
to time without further notice.

         2.09 VOTING. The act of a majority of the Directors present at a
meeting at which a quorum is present shall be the act of the Board of Directors,
unless the concurrence of a greater proportion is required for such action by
applicable statute, the Charter or these Bylaws; provided, however, that no act
relating to any matter in which a Director (or affiliate of such Director) who
is not an independent Director has any interest shall be the act of the Board of
Directors unless such act has been approved by a majority of the Board of
Directors that includes a majority of the independent Directors.

         2.10 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 of the Corporation, or in the absence of the Secretary, any Assistant
Secretary, shall act as secretary at all meetings of the Board of Directors, and
in the absence of the Secretary and Assistant Secretaries, 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




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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.

         2.11 RESIGNATIONS. Any Director may resign from the Board of Directors
or any committee thereof at any time. Such resignation shall be made in writing
and shall take effect at the time specified therein, or if no time be specified,
at the time of the receipt of notice of such resignation by the President or the
Secretary.

         2.12 REMOVAL OF DIRECTORS. Consistent with the Charter, the
Stockholders may, at any time, remove any Director, with cause, by the
affirmative vote of a majority of all the votes entitled to be cast on the
matter, and may elect a successor to fill any resulting vacancy for the balance
of the term of the removed Director.

         2.13 VACANCIES. The Stockholders may elect a successor to fill a
vacancy on the Board of Directors which results from the removal of a Director.
Furthermore, any vacancy occurring in the Board of Directors for any cause other
than by reason of an increase in the number of directors may be filled by a
majority vote of the remaining Directors, although such majority is less than a
quorum. Any vacancy occurring in the Board of Directors by reason of an increase
in the number of directors may be filled by a majority vote of the entire Board
of Directors. A Director elected by the Board of Directors to fill a vacancy
shall hold office until the next annual meeting of Stockholders at which the
term of the class of Directors to which such Director is elected expires or
until his or her successor is elected and qualified.

         2.14 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 Board of
Directors. Consents may be signed by different Directors on separate
counterparts.

         2.15 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

         3.01 AUDIT COMMITTEE. The Board of Directors shall, from time to time,
by a majority vote of the Directors, appoint from their number an Audit
Committee, consisting of one or more Directors, a majority of which are
"independent Directors". For purposes of this




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<PAGE>   15

Section 3.01, "independent Directors" shall mean a person other than an officer
or employee of the Corporation or of any advisor to the Corporation and other
than any other individual having a relationship which, in the opinion of the
Board of Directors, would interfere with the exercise of independent judgment in
carrying out the responsibilities of a Director. The Audit Committee shall
recommend to the full Board of Directors the selection of an independent public
accounting firm to audit the books of the Corporation, shall meet with
representatives of the Corporation's independent public accounting firm at least
annually, and shall review all related party relationships or transactions
between the Corporation and any Director or Officer (or affiliate of a Director
or Officer) of the Corporation and potential conflict of interest situations
where appropriate.

         3.02 OTHER COMMITTEES. The Board of Directors may appoint such other
committees of two or more Directors as the Board of Directors from time to time
deems desirable and may delegate to those committees any of the powers of the
Board of Directors, except those powers which the Board of Directors is
specifically prohibited from delegating pursuant to Section 2-411 of the
Maryland General Corporation Law.

         3.03 QUORUM AND VOTING. A majority of the members of any committee
shall constitute a quorum for the transaction of business by such committee, and
the act of a majority of the quorum shall constitute the act of the committee,
except that no act relating to any matter in which any Director (or affiliate of
such Director) has any personal interest shall be the act of any committee
unless a majority of the Directors on the committee not having such personal
interest vote for such act.

         3.04 CONDUCT OF MEETINGS; REPORTS TO FULL BOARD. 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, and report the results of any proceedings at the
next succeeding annual or regular meeting of the Board of Directors.

         3.05 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.





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<PAGE>   16

                                   ARTICLE IV

                                    OFFICERS

         4.01 ENUMERATION. The Officers of the Corporation shall be a President,
a Treasurer and a Secretary, and such other officers (including a Chairman of
the Board, one or more Vice Presidents, Assistant Treasurers, and Assistant
Secretaries) as are elected or appointed by the Board of Directors. Officers
shall be elected or appointed by and shall hold office at the pleasure of the
Board of Directors. When the duties do not conflict, any two or more offices may
be held by the same person. The Chairman, if any, shall be elected from the
Board of Directors, but no other Officer need be a Director. Election or
appointment of an Officer or agent shall not of itself create contract rights
between the Corporation and such Officer or agent.

         4.02 POWERS AND DUTIES OF THE PRESIDENT. Unless the Board of Directors
otherwise determines, the President shall be the chief executive officer of the
Corporation, shall preside at all meetings of the Stockholders and, unless there
is a Chairman of the Board who is present, at all meetings of the Board of
Directors, shall have general supervision of the affairs and activities of the
Corporation as authorized and directed by the Board of Directors and shall have
such other duties at the Board of Directors shall from time to time prescribe.

         4.03 VICE PRESIDENTS. Each Vice President appointed by the Board of
Directors shall have such powers and perform such duties as are prescribed from
time to time by the Board of Directors and, to the extent not inconsistent with
the Charter or these Bylaws or any vote of the Board of Directors, as are
delegated to him from time to time by the President.

         4.04 CHIEF FINANCIAL OFFICER, TREASURER AND ASSISTANT TREASURER. Unless
the Board of Directors shall have designated a Vice President or some other
Officer as chief financial officer of the Corporation, the Treasurer shall be
the principal financial officer of the Corporation. The chief financial officer
of the Corporation shall have custody of the funds of the Corporation. The Board
of Directors may designate the Treasurer or any Assistant Treasurer or other
Officer as chief accounting officer of the Corporation. The Treasurer and any
Assistant Treasurer shall perform such other duties as the Board of Directors
may from time to time prescribe. As directed by the Board of Directors, the
chief financial officer, Treasurer and any Assistant Treasurer shall furnish at
the expense of the Corporation a fidelity bond approved by the Board of
Directors.

         4.05 SECRETARY AND ASSISTANT SECRETARY. The Secretary shall act as the
clerk of all meetings of the Board of Directors and of the Stockholders and
shall record the proceedings of all such meetings in a book kept for that
purpose. The Secretary shall give due notice of all such meetings and shall
distribute a copy of the record of all such proceedings to each Director. He
shall have custody of the seal of the Corporation and shall perform all the


duties incident to the office of the Secretary and shall have such other duties
as the Board of Directors shall prescribe. He shall be responsible for the
verification of all proxies. In the absence or disability of the Secretary, an
Assistant Secretary may perform all of the duties of





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<PAGE>   17

the Secretary and when so acting shall have all the powers of and all of the
obligations of the Secretary.

         4.06 EXECUTION OF DEEDS, LEASES, CHECKS AND OTHER DOCUMENTS. Except as
the Board of Directors may in any instance otherwise determine, any deed,
mortgage, lease, contract or other instrument authorized by the Board of
Directors may be executed, acknowledged and delivered by and on behalf of the
Corporation by any one of the Chairman of the Board (if any), the President, any
Vice President or the Treasurer. Except as the Directors may in any instance
otherwise determine, all checks, drafts or orders for the payment of money on
any account of the Corporation shall be signed by any of the aforesaid Officers,
any Assistant Treasurer or any other Officer as the Corporation may designate.
The Board of Directors may authorize any agent of the Corporation having custody
of or general charge or management of any part of the Corporation's property to
execute, acknowledge and deliver on behalf of the Corporation such instruments
relating to the property of the Corporation as the Board of Directors deem
appropriate.

         4.07 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 Corporation 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 Corporation to that person.

         4.08 OUTSIDE ACTIVITIES. Any interest (including any interest within
the meaning of Section 2-419(a) of the Maryland General Corporation Law as if
the Officer or agent were a Director of the Corporation) that an Officer or an
agent has in any investment opportunity presented to the Corporation must be
disclosed by such Officer or agent to the Board of Directors (and, if voting
thereon, to the Stockholders or to any committee of the Board of Directors)
within ten (10) days after the later of the date upon which such Officer or
agent becomes aware of such interest or the date upon which such Officer or
agent becomes aware that the Corporation is considering such investment
opportunity. If such interest comes to the attention of the interested Officer
or agent after a vote to take such investment opportunity, the voting body shall
be notified of such interest and shall reconsider such investment opportunity if
not already consummated or implemented.

         4.09 SALARIES. The salaries, 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 salary, if any, by reason of the fact that he or she is also a
Director of the Corporation.


                                    ARTICLE V

                                 SHARES OF STOCK

         5.01 NO CERTIFICATES FOR STOCK. Unless the Board of Directors
authorizes the issuance of certificates pursuant to Section 5.02, none of the
Stock shall be represented by certificates.

         5.02 ELECTION TO ISSUE CERTIFICATES. The Board of Directors may
authorize the issuance of certificates representing some or all of the Shares of
any or all of the classes or




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<PAGE>   18

series of Stock. If the Board of Directors so authorizes certificates, such
certificates shall be of such form, not inconsistent with the Charter, as shall
be approved by the Board of Directors. All certificates, if issued, shall be
signed by the Chairman of the Board, if any, the President, or a Vice President
and countersigned by the Treasurer, an Assistant Treasurer, the Secretary or an
Assistant Secretary. Any signature or countersignature may be either a manual or
facsimile signature. All certificates, if issued, for each class of Stock shall
be consecutively numbered.

         5.03 STOCK LEDGER. The Corporation 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 the
Stockholders and the number of shares of each class held by each Stockholder.
The Stock Ledger shall be maintained pursuant to a system that the Corporation
shall adopt allowing for the issuance, recordation and transfer of its Stock by
electronic or other means that can be readily converted into written form for
visual inspection and not involving any issuance of certificates. Such system
shall include provisions for notice to acquirers of Stock (whether upon issuance
or transfer of Stock) in accordance with Sections 2-210 and 2-211 of the
Maryland General Corporation Law, and Section 8-408 of the Commercial Law
Article of the State of Maryland. The Corporation shall be entitled to treat the
holder of record of any Share or Shares as the holder in fact thereof and,
accordingly, shall not be bound to recognize any equitable or other claim to or
interest in such Share on the part of any other person, whether or not it shall
have express or other notice thereof, except as otherwise provided by the laws
of the State of Maryland. Until a transfer is duly effected on the Stock Ledger,
the Corporation shall not be affected by any notice of such transfer, either
actual or constructive. Nothing herein shall impose upon the Corporation, the
Board of Directors or Officers or their agents and representatives a duty or
limit their rights to inquire as to the actual ownership of Shares.

         5.04 RECORDING TRANSFERS OF STOCK. If transferred in accordance with
any restrictions on transfer contained in the Charter, these Bylaws or
otherwise, Shares shall be recorded as transferred in the Stock Ledger upon
provision to the Corporation or the transfer agent of the Corporation of an
executed stock power duly guaranteed and any other documents reasonably
requested by the Corporation, and the surrender of the certificate or
certificates, if








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<PAGE>   19

any, representing such Shares. Upon receipt of such documents, the Corporation
shall issue the statements required by Sections 2-210 and 2-211 of the Maryland
General Corporation Law and Section 8-408 of the Commercial Law Article of the
State of Maryland, issue as needed a new certificate or certificates (if the
transferred Shares were certificated) to the persons entitled thereto, cancel
any old certificates and record the transaction upon its books.

         5.05 LOST CERTIFICATE. The Board of Directors may direct a new
certificate to be issued in the place of any certificate theretofore issued by
the Corporation alleged to have been stolen, lost or destroyed upon the making
of an affidavit of that fact by the person claiming the certificate of Stock to
be stolen, lost or destroyed. When authorizing such issue 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 Corporation
to indemnify it against any loss or claim which may arise by reason of the
issuance of a new certificate.

         5.06     CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE.

                  5.6.1    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 not be prior to the close of business on the day the record date
is fixed and shall be not more than sixty (60) days, and in 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.

                  5.6.2    In lieu of fixing a record date, the stock transfer
books may be closed by the Board of Directors in accordance with Section 2-511
of the Maryland General Corporation Law for the purpose of determining
Stockholders entitled to notice of or to vote at a meeting of Stockholders.

                  5.6.3    If no record date is fixed and the stock transfer
books are not closed for the determination of Stockholders, (a) the record date
for the determination of Stockholders entitled to notice of, or to vote at, a
meeting of Stockholders shall be at the close of business on the day on which
the notice of meeting is mailed or the 30th day before the meeting, whichever is
the closer date to the meeting; and (b) the record date for the determination of
Stockholders entitled to receive payment of a dividend or an allotment of any
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.

                  5.6.4    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




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<PAGE>   20

thereof, except where the determination has been made through the closing of the
stock transfer books and the stated period of closing has expired.


                                   ARTICLE VI

                           DIVIDENDS AND DISTRIBUTIONS

         6.01 DECLARATION. Dividends and other distributions upon the Stock may
be declared by the Board of Directors as set forth in the applicable provisions
of the Charter and any applicable law, at any meeting, limited only to the
extent of Section 2-311 of the Maryland General Corporation Law. Dividends and
other distributions upon the Stock may be paid in cash, property or Stock of the
Corporation, subject to the provisions of law and of the Charter.

         6.02 CONTINGENCIES. Before payment of any dividends or other
distributions upon the Stock, there may be set aside (but there is no duty to
set aside) out of any funds of the Corporation available for dividends or other
distributions such sum or sums as the Board of Directors may from time to time,
in its absolute discretion, think proper as a reserve fund to meet
contingencies, for repairing or maintaining any property of the Corporation or
for such other purpose as the Board of Directors shall determine to be in the
best interests of the Corporation, and the Board of Directors may modify or
abolish any such reserve in the manner in which it was created.


                                   ARTICLE VII

                                 INDEMNIFICATION

         7.01 INDEMNIFICATION. Unless the Board of Directors otherwise
determines prospectively in the case of any one or more specified individuals,
the Corporation shall indemnify any person who is or was a Director or Officer
of the Corporation, or is or was serving at the request of the Corporation as a
director or officer of another corporation, partnership, joint venture, trust,
or other enterprise or was a Trustee or Officer of Bradley Real Estate Trust or
a director or officer of any other predecessor to the Corporation (each and
"Indemnitee") to the full extent permitted by Section 2-418 of the Maryland
General Corporation Law. The Board of Directors may enter into indemnification
agreements with Indemnitees to the extent not inconsistent with said Section
2-418, the Charter or these Bylaws.

                                  ARTICLE VIII

                                     NOTICES







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<PAGE>   21

         8.01 NOTICES. Except as provided in Section 1.05 and Section 2.07,
whenever notice is required to be given pursuant to these Bylaws, 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 to the
Corporation, at 250 Boylston Street, Boston, Massachusetts 02116 (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 Corporation or in default of any other address at
the general post office situated in the city or country of his or her residence.
Unless otherwise specified, notice sent by mail shall be deemed to be given at
the time mailed.

         8.02 SECRETARY TO GIVE NOTICE. All Notices required by law or these
Bylaws to be given by the Corporation shall be given by the Secretary or any
other officer of the Corporation designated by the President. 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.

         8.03 WAIVER OF NOTICE. Whenever any notice is required to be given
pursuant to the Charter or these Bylaws or pursuant to applicable law, a waiver
thereof in writing, signed by the person or persons entitled to such notice,
whether before or after the time stated 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

         9.01 BOOKS AND RECORDS. The Corporation 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 meetings and of its
executive or other committees when exercising any of the powers or authority of
the Board of Directors. The books and records of the Corporation may be in
written form or in any other form that 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.





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<PAGE>   22

         9.02 INSPECTION OF BYLAWS AND CORPORATE RECORDS. These Bylaws, the
accounting books and records of the Corporation, the minutes of proceedings of
the Stockholders, the Board of Directors and committees thereof, annual
statements of affairs and any voting trust agreements on record shall be open to
inspection upon written demand delivered to the Corporation 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 as the holder of such voting trust certificate, in each case to
the extent permitted by the Maryland General Corporation Law.

         9.03 CONTRACTS. The Board of Directors may authorize any Officer(s) or
agent(s) to enter into any contract or to execute and deliver any instrument in
the name of and on behalf of the Corporation, and such authority may be general
or confined to specific instances.

         9.04 CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the Corporation shall be signed by such Officers or agents of the Corporation
and in such manner as shall from time to time be determined by resolution of the
Board of Directors.

         9.05     LOANS.

                  9.5.1. Such Officers or agents of the Corporation as from time
to time have been designated by the Board of Directors shall have authority (i)
to effect loans, advances, or other forms of credit at any time or times for the
Corporation, from such banks, trust companies, institutions, corporations,
firms, or persons, in such amounts and subject to such terms and conditions, as
the Board of Directors from time to time has designated; (ii) as security for
the repayment of any loans, advances, or other forms of credit so authorized, to
assign, transfer, endorse, and deliver, either originally or in addition or
substitution, any or all personal property, real property, stocks, bonds,
deposits, accounts, documents, bills, accounts receivable, and other commercial
paper and evidences of debt or other securities, or any rights or interests at
any time held by the Corporation; (iii) in connection with any loans, advances,
or other forms of credit so authorized, to make, execute, and deliver one or
more notes, mortgages, deeds of trust, financing statements, security
agreements, acceptances, or written obligations of the Corporation, on such
terms and with such provisions as to the security or sale or disposition of them
as those Officers or agents deem proper; and (iv) to sell to, or discount or
rediscount with, the banks, trust companies, institutions, corporations, firms
or persons making those loans, advances, or other forms of credit, any and all
commercial paper, bills, accounts receivable, acceptances, and other instruments
and evidences of debt at any time held by the Corporation, and, to that end, to
endorse, transfer, and deliver the same.

                  9.5.2. From time to time the Corporation shall certify to each
bank, trust company, institution, corporation, firm or person so designated, the
signatures of the Officers or agents so authorized. Each bank, trust company,
institution, corporation, firm or person so




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<PAGE>   23

designated is authorized to rely upon such certification until it has received
written notice that the Board of Directors has revoked the authority of those
Officers or agents.

         9.06 FISCAL YEAR. The Board of Directors shall have the power, from
time to time, to fix the fiscal year of the Corporation by a duly adopted
resolution, and, in the absence of such resolution, the fiscal year shall be the
period ending December 31.

         9.07 ANNUAL REPORT. Not later than 120 days after the close of each
fiscal year, the Board of Directors of the Corporation shall cause to be sent to
the Stockholders an Annual Report in such form as may be deemed appropriate by
the Board of Directors. The Annual Report shall include audited financial
statements and shall be accompanied by the report thereon of an independent
certified public accountant.

         9.08 INTERIM REPORTS. The Corporation may send interim reports to the
Stockholders having such form and content as the Board of Directors deem proper.

         9.09 OTHER REPORTS. Any distributions to Stockholders of income or
capital assets shall be accompanied by a written statement disclosing the source
of the funds distributed unless at the time of distribution they are accompanied
by a written explanation of the relevant circumstances. The statement as to such
source shall be sent to the Stockholders not later than sixty (60) days after
the close of the fiscal year in which the distributions were made.

         9.10 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.


                                    ARTICLE X

                               AMENDMENT OF BYLAWS

         10.1 BY DIRECTORS. The Board of Directors shall have the power, at any
annual or regular meeting, or at any special meeting if notice thereof is
included in the notice of such special meeting, to alter or repeal any Bylaws of
the Corporation and to make new Bylaws.

         10.2 BY STOCKHOLDERS. The Stockholders, by affirmative vote of a
majority of the shares of Common Stock of the Corporation, shall have the power,
at any annual meeting (subject to the requirements of Section 1.03), or at any
special meeting if notice thereof is included in the notice of such special
meeting, to alter or repeal any Bylaws of the Corporation and to make new
Bylaws.




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<PAGE>   24

         The foregoing are certified as the Bylaws of the Corporation adopted by
the Board of Directors as of July 21, 1994.


                                              /s/ William B. King
                                             -----------------------------------
                                             William B. King, Secretary












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