<PAGE>



                                                                     EXHIBIT 3.2


COMPOSITE BY-LAWS
OF
ORIOLE HOMES CORP.
Through February 29, 1992


                                   ARTICLE XI.

                  1. Principal Office.  The principal office shall be located in
the City of Delray Beach, County of Palm Beach and State of Florida.

                  2. Other  Offices.  The  corporation  may have other  offices,
either  within or outside the State of  Florida,  at such place or places as the
Board of Directors may from time to time determine.


                                  ARTICLE XII.

                  1. Seal.  The  corporate  seal shall be  circular  in form and
shall  have  inscribed  thereon  the  name of the  corporation,  the year of its
incorporation and the words "Corporate Seal, Florida".

                  2. The Secretary of the corporation  shall have the custody of
the corporate seal.

                  3. The seal may be used by causing it or a  facsimile  thereof
to be impressed or affixed or reproduced or otherwise.


                                  ARTICLE XIII.

                             MEETING OF STOCKHOLDERS
                             -----------------------

                  1. Place of Meeting. All meetings of the stockholders shall be
held at the  office of the  corporation  in the City of Delray  Beach,  State of
Florida, or at such other place as may be designated by the Board of Directors.

                  2. Annual Meetings.  The Annual Meeting of Stockholders  shall
be held no later than five (5)  months  after the close of each  fiscal  year on
such date as may be  established  by the Board of Directors.  The Annual Meeting
shall be called by the Board of Directors for the purpose of electing  Directors
for the ensuing year and for the  transaction of such other general  business of
the  Corporation  as may come  before  the  meeting.  At the  Annual  Meeting of
Shareholders, the



                                        3

<PAGE>



shareholders  shall  elect a  Board  of  Directors  by a  plurality  vote of the
stockholders present in person or by proxy at such meeting and entitled to vote.

                  3. Special Meetings. Special meetings of stockholders, for any
purpose  other than those  regulated  by statute,  may be called by the Board of
Directors or by the President of the corporation,  or by the holders of not less
than one-tenth of all the shares entitled to vote at the meeting.  Notice of and
all  expenses  relating  to a  Special  Meeting  of  Shareholders,  called  by a
shareholder on his own initiative,  shall be the sole responsibility and expense
of said  shareholder.  No business  other than that  specified  in the Notice of
Special Meeting of Shareholders shall be transacted at any Special Meeting.

                  4. Notice.  Notice of the annual meeting of stockholders shall
be mailed or otherwise  given to each holder of record of the stock  entitled to
vote  thereat,  at his  address,  as  the  same  appears  on  the  books  of the
corporation,  at  least 10 days  prior to such  meeting.  Such  notice  need not
specify the business to be transacted.

                  Written  or  printed   notice  of  each  special   meeting  of
stockholders,  stating  the place,  day and hour of such  meeting  and  business
proposed  to be  transacted  thereat,  shall  be  mailed,  postage  prepaid,  or
otherwise  given to each holder of record of the stock entitled to vote thereat,
at his address as the same appears on the books of the corporation,  at least 10
days prior to such meeting.

                  Whenever  any  notice  is  required  to  be  given  under  the
provisions  of any law of this State or under the  provisions of the Articles of
Incorporation  of this  corporation  or by  these  By-Laws,  waiver  thereof  in
writing,  signed by the person or persons entitled to such notice,  or by his or
their proxy or proxies, whether before or after the time fixed for the giving of
such notice,  shall be deemed  equivalent to such notice. If a person or persons
entitled to notice of a meeting shall attend such  meeting,  either in person or
by proxy,  such attendance  shall  constitute a waiver of notice of the meeting,
except in case the  attendance  is for the express  purpose of  objecting to the
transaction  of any business  because the meeting  shall not have been  lawfully
called or convened.

                  5.  Quorum.  Except  as  otherwise  required  by  law,  by the
Certificate of  Incorporation  of this  corporation,  or by these  By-Laws,  the
presence,  in person or by proxy, of stockholders entitled to cast a majority in
number of the aggregate number of votes to which Common Stock shall be entitled,
shall  constitute  a quorum of all  meetings of the  stockholders.  In any case,
where the presence of the aforesaid  number of the holders of Common Stock shall
be necessary to constitute a quorum, and if such number shall not be represented
at any meeting, the stockholders entitled to vote thereat,  present in person or
by proxy, shall have the power to adjourn the meeting from time to time, without
notice other than  announcement  at the meeting,  until the requisite  amount of
voting  stock  shall be  present.  At any such  adjourned  meeting  at which the
requisite  amount  of  voting  stock  shall  be  present,  any  business  may be
transacted  which  might  have been  transacted  at the  meeting  as  originally
scheduled.




                                        4

<PAGE>



                  6. Proxies.  Any stockholders  entitled to vote at any meeting
of  stockholders  may be represented  and vote thereat by proxy  appointed by an
instrument in writing subscribed by such stockholder and bearing a date not more
than three months prior to such meeting,  unless such proxy shall,  on its face,
provide a longer period in which it is to remain in force.

                  7. Vote by Ballot.  The  Secretary  shall  prepare at least 10
days prior to each  election of directors,  a complete list of the  stockholders
entitled to vote,  arranged in alphabetical order, with the residence of and the
number of voting  shares held by each  stockholder,  which shall be open for the
examination of any stockholder,  at the place where said election is to be held,
for 10 days  prior  to such  election,  and  shall  be  kept  available  for the
inspection by any stockholder during the whole time of the election.

                                  ARTICLE XIV.

                                    DIRECTORS
                                    ---------

                  1. Powers.  The Board of Directors  shall  exercise all of the
powers of the  Corporation  except such as are by law or by the  Certificate  of
Incorporation  of  this  Corporation,  or by  these  By-Laws  conferred  upon or
reserved to the stockholders.

                  2.  Numbers.  The Board of  Directors  shall be elected by the
stockholders  and shall be not more than 9 nor less than 3 in number.  The Board
of Directors,  between the annual  meetings of stockholders is authorized by the
vote of the  majority  thereof to increase  the number of  Directors to not more
than the above mentioned  number and the Directors by a majority vote shall have
the power to fill the vacancies created by any such increases.

                  3.  Term of  Offices.  Except  as  otherwise  provided  in the
Certificate of Incorporation of this Corporation, each Director shall be elected
to serve until the next annual meeting of  stockholders  and until his successor
is chosen and qualified.  In case one or more vacancies shall occur in the Board
of Directors,  the remaining  Directors,  although less than a quorum, may, by a
majority vote, elect a successor or successors for the unexpired term or terms.

                  4. Removal.  At any special meeting of the  stockholders  duly
called, as provided in these By-Laws, any Directors may, by a vote of a majority
of all the shares of stock  outstanding  and  entitled to vote,  be removed from
office with or without  cause,  and his  successor  or their  successors  may be
elected at such meeting,  or the remaining directors may, in the absence of such
election, fill any vacancies created by such removal.

                  5. Meetings.  The newly elected Board of Directors may meet in
such  place and time as shall be fixed by the vote of the  holders of the Common
stock at the annual meeting,  for the purpose of organization or otherwise,  and
no notice of each meeting shall be necessary to the newly  elected  Directors in
order to legally  constitute the meeting,  provided a majority shall be present;
or it may meet at such  place  and time as  shall  be  fixed by the  consent  in
writing of all the Directors.  Regular meetings of the Board of Directors may be
held without notice at such time and place as



                                        5

<PAGE>



shall  be from  time to time  determined  by the  Board  of  Directors.  Special
meetings of the Board of  Directors  may be called by the Chairman of the Board,
by the President of the Corporation, or by any two Directors of the Corporation.
Written  notice  of the  time and  place of  Special  Meetings  of the  Board of
Directors shall be given to each director either by personal delivery or by mail
at least two days in advance,  or by telegram or cablegram  to each  director at
least one day in advance of the meeting.  The time of such notice shall commence
when the telegram or cablegram  reaches the sending  office of the  telegraph or
cable  company.  The Notice of Special  Meeting of the Board of Directors  shall
specify  the  time  and  place  of such  meeting.  Neither  the  business  to be
transacted,  nor the purpose of, any Special  Meeting of the Board of  Directors
need be specified in the notice or waiver of notice of such meeting.

                  6.  Place of  Meeting.  The  Board of  Directors  may hold its
meetings  and have one or more  offices  and keep the  books of the  Corporation
(except  such as are  required  by law to be kept  within the State of  Florida)
either within or outside of the State of Florida,  at such place or places as it
may from time to time determine.

                  7.  Quorum and Powers of a  Majority.  At all  meetings of the
Board  of  Directors,  a  majority  of the  Directors  shall  be  necessary  and
sufficient to constitute a quorum for the  transaction of business,  and the act
of majority of the  Directors  present at any such  meeting at which a quorum is
present  shall be the act of the  Board of  Directors,  except  as  specifically
required by statute or by the Certificate of  Incorporation  of this Corporation
or by these By-Laws.


                                   ARTICLE XV.

                               EXECUTIVE COMMITTEE
                               -------------------

                  1. Powers.  The Board of Directors  may designate 2 or more of
their number,  including the President,  to constitute an Executive Committee to
serve during the pleasure of the Board of  Directors.  The Board of Directors is
authorized to remove at any time,  without  notice,  any member of the Executive
Committee, and elect another member in his place and stead.

                  The Board of Directors  may delegate to such  Committee any or
all of the powers of the Board of  Directors in the  management  of the business
and affairs of the Corporation and may from time to time extend, modify, curtail
or restrict the powers so delegated. During the temporary absence of a member of
the Executive Committee, the remaining member or members may appoint a member of
the Board of Directors to act in his place,  but vacancies in the  membership of
the Executive  Committee  shall be filled by the Board of Directors at a regular
meeting or at a special meeting called for the purpose.

                  2. Meetings. The Executive Committee may meet at stated timed,
on not less than 1 day's notice given personally or mailed or telegraphed to all
by any one of their own number.  During the  intervals  between  meetings of the
Board of Directors, the Executive Committee shall



                                        6

<PAGE>



advise with and aid the officers of the  Corporation  in all matters  concerning
the interest and management of its business.

                  3. Minutes. The Executive Committee shall keep regular minutes
of its proceedings and report the same to the Board of Directors when requested.

                  4.  Chairman of the Executive  Committee.  The Chairman of the
Executive  Committee  shall preside at all meetings of the Executive  Committee.
The  Chairman of the  Executive  Committee  shall  possess the same power as the
President to sign all  certificates  and contracts and other  instruments of the
Corporation which may be authorized by the Board of Directors.

                  5. Vice Chairman of the Executive Committee. The Vice Chairman
shall  preside at a meeting of the  Executive  Committee  in the  absence of the
Chairman  of the  Executive  Committee.  The  Vice  Chairman  of  the  Executive
Committee shall possess the same power as the President to sign all certificates
and contracts and other  instruments of the Corporation  which may be authorized
by the Board of Directors.


                                  ARTICLE XVI.

                                    OFFICERS
                                    --------

                  1.  Election.  The  officers  of the  Corporation  shall  be a
Chairman of the Board, a President, one or more Vice-Presidents,  a Treasurer, a
Secretary,  and, if desired,  one or more  Assistant  Secretaries  and Assistant
Treasurers, all of whom shall be elected by the said Board of Directors. None of
the officers, except the Chairman of the Board, need be a Director. The officers
shall be  elected  at the first  meeting  of the Board of  Directors  after each
annual meeting.

                  2. Hold Two  Offices.  Any two or more of the  above  offices,
except those of President and  Vice-President,  and of Secretary and  President,
may be held by the same person,  but no officer shall  execute,  acknowledge  or
verify any instrument in more than one capacity,  if such instrument is required
by law or by these By-Laws to be executed,  acknowledged  or verified by any two
or more officers.

                  3. Term of Office. The officers  hereinbefore  mentioned shall
hold office for one year or until their successors are chosen and qualified. Any
vacancy  occurring among the officers shall be filled by the Board of Directors,
but the person so elected to fill the  vacancy  shall hold office only until the
first  meeting  of the Board of  Directors  after  the next  annual  meeting  of
stockholders and until his successor is chosen and qualified.

                  4. Agents.  The Board of Directors  may appoint such agents as
it may deem  necessary,  who shall hold their  offices  for such terms and shall
exercise such powers and perform such duties as shall be determined from time to
time by the Board of Directors.



                                        7

<PAGE>




                  5.  Salaries.  The  salaries of all officers and agents of the
Corporation shall be fixed by the Board of Directors.

                  6. Removal.  Any officer  chosen by the Board of Directors may
be removed  at any time by the  affirmative  vote of a majority  of the Board of
Directors, with or without cause.

                  7. Voting Shares in Other  Corporations.  The  Corporation may
vote any and all shares held by it in any other  Corporation or  Corporations by
such  officer,  agent or proxy as the Board of  Directors  may  appoint,  or, in
default  of  such   appointment,   by  its   President   or  by  a  Director  or
Vice-President.


                                  ARTICLE XVII.

                              CHAIRMAN OF THE BOARD
                              ---------------------

                  1.  Chairman  of the Board.  The  Chairman  of the Board shall
preside at all meetings of the stockholders and Board of Directors. The Chairman
shall  possess  the same power as the  President  to sign all  certificates  and
contracts and other  instruments of the  Corporation  which may be authorized by
the Board of Directors.

                  The Chairman of the Board shall be the chief executive officer
and all other officers of the Corporation  shall be subordinate to him and shall
from  time to  time  report  to him as he may  direct.  He  shall  have  general
supervision  and direction of the business of the Corporation and shall see that
all orders and resolutions of the board of Directors are carried into effect. He
shall  have all the  general  powers  and  duties  usually  vested  in the chief
executive officer of a Corporation.

                  2. Vice Chairman of the Board.  The Vice Chairman of the Board
shall preside at meetings of the  stockholders  and of the Board of Directors in
the absence of the Chairman of the Board.  The Vice  Chairman  shall possess the
same power as the  President to sign all  certificates  and  contracts and other
instruments  of  the  Corporation  which  may be  authorized  by  the  Board  of
Directors.


                                 ARTICLE XVIII.

                                    PRESIDENT
                                    ---------

                  1. The President,  in the absence of the Chairman of the Board
and Vice Chairman of the Board,  shall  preside at meetings of the  stockholders
and Board of  Directors.  He shall  supervise the  day-to-day  operations of the
Corporation,  shall sign and  countersign all  certificates,  contracts or other
instruments of the Corporation, as authorized by the Board of



                                        8

<PAGE>



Directors.  He shall make reports to the Board of Directors and stockholders and
shall  perform any other duties are incident to his office or  prescribed by the
Board of Directors.

                  2. He, or any officer of the  Corporation so authorized by the
Board of  Directors,  shall execute  bonds,  mortgages,  and other  contracts on
behalf of the Corporation and shall affix the seal to any instruments  requiring
it and when so  affixed,  the seal shall be  attested  by the  signature  of the
secretary or treasurer or any other officer  authorized to do so by the Board of
Directors.


                                  ARTICLE XIX.

                                 VICE PRESIDENT
                                 --------------

                  1. The Vice-Presidents, in the order of their seniority, shall
have and  exercise  all the powers and  duties of the  President  in case of his
absence or inability to act when  requested to do so by the Board of  Directors,
and shall possess such other powers as shall be assigned to them by the Board of
Directors or by the President  with the approval of the Board of Directors.  The
Board of Directors  shall also determine the ordering which the Vice  Presidents
shall assume the authority of the President in his absence.


                                   ARTICLE XX.

                                    TREASURER
                                    ---------

                  1. Custody of Funds.  The Treasurer  shall have the custody of
the corporate funds and securities,  and shall keep full and accurate account of
receipts  and  disbursements  in books  belonging to the  Corporation.  He shall
deposit  all  moneys  and other  valuables  in the name and to the credit of the
Corporation in such depositories as may be designated by the Board of Directors.

                  2.  Disbursements.  The Treasurer  shall disburse the funds of
the  Corporation  as may be ordered  by the Board of  Directors,  taking  proper
vouchers for such disbursements.  He shall render to the President and Directors
at the regular  meetings an account of all his  transactions as Treasurer and of
the financial condition of the Corporation.

                  3. Bond.  He shall give the  Corporation a bond if required by
the Board of Directors, in a sum and with one or more securities 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,  moneys and
other property of whatever kind in his possession or under his control belonging
to the Corporation.

                  4. Assistant Treasurer.  The Assistant Treasurer shall perform
all the duties and  responsibilities  of the Treasurer on such occasion on which
the Treasurer shall be unable to perform



                                        9

<PAGE>



all the duties of the office and shall perform all other duties and exercise all
other  powers as shall be  assigned  to im by the Board of  Directors  or by the
President or the Treasurer.


                                  ARTICLE XXI.

                                    SECRETARY
                                    ---------

                  1. The  Secretary  shall  attend all  meetings of the Board of
Directors  and all meetings of the  stockholders  and shall 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.  He shall give or
cause to be given notice of all meetings of the stockholders and of the Board of
Directors,  and he shall keep the seal of the  Corporation  in safe custody.  He
shall  perform such other duties as may be  prescribed by the Board of Directors
or by the President under whose supervision he shall be.

                  2. Assistant Secretary.  The Assistant Secretary shall perform
all the duties and  responsibilities of the Secretary on such occasions on which
the Secretary shall be unavailable to perform the duties of the office and shall
perform all other  duties and exercise all other powers as shall be assigned him
by the Board of Directors or by the President or the Secretary.


                                  ARTICLE XXII.

                       DUTIES OF OFFICERS MAY BE DELEGATED
                       -----------------------------------

         In case of the absence or disability of any officer of the Corporation,
or for any other reason that the Board of  Directors  may deem  sufficient,  the
Board of  Directors,  by majority  vote,  may  delegate  for that time being the
powers or duties or any of them of such  officer to any other  officer or to any
Director or to any other person.


                                 ARTICLE XXIII.

                              CERTIFICATES OF STOCK
                              ---------------------

                  1. The interest of each  stockholder of the Corporation  shall
be evidenced by certificates of shares of stock, certifying the number of shares
represented  thereby  and in such form as is  consistent  with the  Articles  of
Incorporation and as the Board of Directors may from time to time prescribe.

                  2. The  certificates of stock shall be signed by the President
or a Vice-President and by the Secretary or an Assistant  Secretary,  and sealed
with the  corporate  seal of the  Corporation.  Such  seal  may be a  facsimile,
engraved or printed. Where any certificate is manually signed by a



                                       10

<PAGE>



transfer agent or a transfer clerk and registrar, the signature of the President
or a  Vice-President  and the  Secretary  or an Assistant  Secretary,  upon such
certificate may be facsimiles,  engraved or printed. In case any officer who has
signed or whose facsimile signature has been placed upon any certificate,  shall
have  ceased to be such  officer  before the  certificate  is issued,  it may be
issued by the Corporation with the same effect as if such officer had not ceased
to be such at the time of its issue.

                  3.  The  certificates  of stock  of the  Corporation  shall be
numbered  and  shall be  entered  in the  books of the  Corporation  as they are
issued.  They shall  exhibit the holder's  name and certify the number of shares
owned by him and shall be signed by the President or a Vice-President and by the
Secretary of the Corporation and sealed with the seal.


                                  ARTICLE XXIV.

                                TRANSFER OF STOCK
                                -----------------

                  1.  Transfers of shares of stock of the  corporation  shall be
made only on the books of the Corporation by the registered owner thereof, or by
his duly authorized attorney,  or with a transfer agent appointed as provided in
Sec. (2) of this Article of the By-Laws, and on surrender of the certificate, or
certificates for such shares properly endorsed and with all taxes thereon paid.

                  2. The Board of  Directors  may appoint  one or more  transfer
agents and one or more  registrars,  and may require all certificates for shares
to bear the signature or signatures of any of them.


                                  ARTICLE XXV.

                          INDEBTEDNESS OF STOCKHOLDERS
                          ----------------------------

         The  Corporation  shall  have a first  lien on all  the  shares  of its
capital stock and upon all  dividends  declared upon the same for any sum due to
the  Corporation,  either on account of the subscription to its stock or for any
other indebtedness due from the stockholder.


                                  ARTICLE XXVI.

                            CLOSING OF TRANSFER BOOKS
                            -------------------------

         The Board of  Directors  shall have  power to close the stock  transfer
books of the  Corporation  for a period not exceeding  sixty (60) days preceding
the  date of any  meeting  of  stockholders,  or the  date  for  payment  of any
dividend,  or the date for the allotment of rights,  or the date when any change
or  conversion  or exchange of capital  stock  shall go into  effect;  provided,
however,  that in lieu of closing the stock  transfer  books as  aforesaid,  the
Board of Directors are authorized to fix in advance



                                       11

<PAGE>



a date, not exceeding the date for the payment of any dividend,  or the date for
the  allotment of rights,  or the date when any change or conversion or exchange
of capital stock shall go into effect, as a record date for the determination of
the  stockholders  entitled  to  notice,  and to vote at any  such  meeting,  or
entitled to receive  payment of any such  dividend,  or to any such allotment of
rights,  or to  exercise  the  rights in respect of any  change,  conversion  or
exchange of capital stock,  and in such case only such  stockholders as shall be
stockholders  or record on the date so fixed shall be entitled to notice of, and
to vote at, such meeting, or to receive payment of such dividend,  or to receive
such  allotment  of  rights,  or to  exercise  such  rights,  as the case may be
notwithstanding  any transfer of any stock on the books of the Corporation after
such record date fixed as aforesaid.


                                 ARTICLE XXVII.

                             REGISTERED STOCKHOLDERS
                             -----------------------

         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 shall not be bound to
recognize  any  equitable or other claims to or interest in such share or shares
on the part of any other  person,  whether or not it shall have express or other
notice thereof, save expressly provided by the laws of the State of Florida.


                                ARTICLE XXVIII.

                               LOST CERTIFICATES
                               -----------------

         No certificate for shares of stock in the  Corporation  shall be issued
in place of any  certificate  alleged  to have been lost,  destroyed  or stolen,
except on production of evidence  satisfactory to the Board of Directors of such
loss, destruction of theft and, if the Board of Directors so requires,  upon the
furnishing of bond satisfactory to the corporation and to the transfer agent, if
any, in such sum as the Board of Directors  may direct as indemnity  against any
claim that may be made against the  Corporation or the transfer  agent,  if any,
with respect to the certificate  alleged to have been lost,  destroyed or stolen
before a new  certificate  may be issued with the same tenor for the same number
of shares as the one alleged to have been lost, destroyed or stolen.


                                  ARTICLE XXIX.

                               INSPECTION OF BOOKS
                               -------------------

         The Board of Directors shall  determine from time to time whether,  and
if allowed,  when and under what  conditions  and  regulations  the accounts and
books of the Corporation  (except such as may be statute be specifically open to
inspection), or any of them, shall be open to the inspection of the stockholders
and the  stockholders'  rights in this respect are and shall be  restricted  and
limited accordingly.



                                       12

<PAGE>




                                  ARTICLE XXX.

                                  CHECKS, ETC.
                                  ------------

         All checks, drafts,  acceptances,  notes and other orders,  demands, or
instruments  in respect to the payment of money,  shall be signed or endorsed in
behalf  of the  Corporation  by the  President  and  Secretary  or by any  other
officers whom the Board of Directors may from time to time designate.


                                  ARTICLE XXXI.

                                   FISCAL YEAR
                                   -----------

         The fiscal year of the  Corporation  shall begin  January 1, and end on
December 31 next following.


                                 ARTICLE XXXII.

                                    DIVIDENDS
                                    ---------

         Dividends upon the capital stock of the  Corporation may be declared at
the  discretion  of the Board of  Directors,  subject to the  provisions  of the
Certificate of Incorporation, at any regular or special meeting.


                                 ARTICLE XXXIII.

                                     NOTICES
                                     -------

         Whenever  notice  is  required  to  be  given  by  the  Certificate  of
Incorporation  or by these  ByLaws it shall not be  construed  to mean  personal
notice,  but  such  notice,  except  as  otherwise  provided  by law or by these
By-Laws,  may be given by  depositing  the same in a post office,  letter box or
mail chute, in a postpaid sealed wrapper  addressed to the stockholder,  officer
or director,  as the case may be, at such address as appears on the books of the
Corporation.




                                       13

<PAGE>




                                 ARTICLE XXXIV.

                                   AMENDMENTS
                                   ----------

         These  By-Laws may be altered,  amended or repealed by the  affirmative
vote of the  holders  of a  majority  of the  outstanding  voting  shares of the
Corporation at any regular or special meeting of the stockholders,  if notice of
the proposed  alteration,  amendment or repeal be contained in the notice of the
meeting, or by the affirmative vote of a majority of the Board of Directors,  at
any regular or special meeting;  provided however, that no change of the time or
place for the election of Directors shall be made within ten days before the day
on which such election is to be held that, in case of any change of such time or
place,  notice thereof shall be given to each stockholders  entitled to vote for
any director or  directors in person or by letter  mailed to his last known post
office address at least ten days before such election is held.


                                  ARTICLE XXXV.

                                 INDEMNIFICATION
                                 ---------------

         For purposes of this Article  XXV, the  following  terms shall have the
meanings hereafter ascribed to them:

         "Agent" includes a volunteer.

         "Corporation" includes, as the context may require, Oriole Homes Corp.,
any  resulting  Corporation  and  any  constituent  Corporation  absorbed  in  a
consolidation or merger,  so that any person who is or was a director,  officer,
employee,  or Agent of a  constituent  Corporation,  or is or was serving at the
request of a constituent Corporation as a director,  officer,  employee or Agent
of another Corporation,  partnership,  joint venture, trust or other enterprise,
is in the same position  with respect to the resulting or surviving  Corporation
as he would  have been  with  respect  to such  constituent  Corporation  of its
separate existence had continued.

         "Expenses"  include,   without   limitations,   all  costs,   expenses,
attorneys' fees and paralegal  expenses  incurred by the director or officer in,
for or related to the Proceeding or in connection with investigating,  preparing
to defend,  defending,  being a witness in or  participating  in the proceeding,
including such costs, expenses,  attorneys' fees and paralegal expenses incurred
on appeal. Such attorneys' fees shall include, without limitation (a) attorneys'
fees  incurred  by  the  director  or  officer,  in  any  and  all  judicial  or
administrative proceedings,  including appellate proceedings,  arising out of or
related to the proceedings;  (b) attorneys' fees incurred in order to interpret,
analyze or evaluate  that  person's  rights and remedies in the  proceedings  or
under any contracts or obligations which are the subject of such Proceeding; and
(c) attorneys'  fees to negotiate with counsel for any claimants,  regardless of
whether formal legal action is taken against him.




                                       14

<PAGE>



         "Liability"  includes  obligations  to  pay  a  judgment,   settlement,
penalty,  fine (including an excise tax assessed to any employee  benefit plan),
and Expenses actually and reasonably incurred with respect to a proceeding.

         "Not Opposed to the Best  Interest of the  Corporation"  describes  the
actions  of a  person  who acts in good  faith  and in a  manner  he  reasonably
believes to be in the best interest of the Corporation or the  participants  and
beneficiaries of an employee benefit plan, as the case may be.

         "Other Enterprise" includes employee benefit plans.

         "Proceeding"  includes any threatened,  pending,  or completed  action,
suit, or other type of proceeding, whether civil, criminal,  administrative,  or
investigative  and whether  formal or informal to which the person is a party by
reason of the fact that he is or was a director or officer of the Corporation or
is not or was Serving at the Request of the Corporation as a director,  officer,
employee, or Agent of another Corporation,  partnership, joint venture, trust or
Other Enterprise.

         "Serving at the Request of the  Corporation"  includes any service as a
director,  officer,  employee or Agent of the Corporation that imposes duties on
such  persons,  including  duties  relating to an employee  benefit plan and its
participants or beneficiaries.

                  1. The  Corporation  shall  indemnify  to the  fullest  extent
permitted by law, and shall advance Expenses  therefor,  to any director officer
who  was  or is a  party  to  any  proceeding,  against  Liability  incurred  in
connection  with  such  proceeding,  including  any  appeal  thereof;  provided,
however, that no indemnification under this Section 1 shall be made

                           (1)  if  a  judgment  or  other  final   adjudication
                  establishes that the person's actions or omissions to act were
                  material to the cause of action  adjudicated  and such actions
                  or omissions constitute:

                                    (a) A violation of the criminal law,  unless
                           the  director  or  officer  had  reasonable  cause to
                           believe his  conduct was lawful or had no  reasonable
                           cause to believe his conduct was unlawful;

                                    (b) A transaction from which the director or
                           officer derived an improper personal benefit;

                                    (c)   In  the   case   of  a   director,   a
                           circumstance under which the Liability  provisions of
                           Fla. Stat. ss.607.0850 are applicable; or

                                    (d)  Willful   misconduct   or  a  conscious
                           disregard for the best  interests of the  Corporation
                           in a Proceeding by or in the right of the Corporation
                           to procure a judgment in its favor in a proceeding by
                           or in the right of a shareholder.




                                       15

<PAGE>



                           (2)      Unless authorized in the specific case:

                                    (a) By the board of  directors by a majority
                           vote of a quorum consisting of directors who were not
                           parties to such Proceedings;

                                    (b) If such a quorum is not  obtainable  or,
                           even if  obtainable,  by majority vote of a committee
                           duly  designated  by the board of directors (in which
                           directors who are parties may participate) consisting
                           solely  of  two or  more  directors  not at the  time
                           parties to the Proceeding;

                                    (c)     by independent legal counsel;

                                            (i)   Selected   by  the   board  of
                                    directors  prescribed in paragraph  B.(1) or
                                    the committee prescribed in paragraph B.(2);
                                    or

                                            (ii) If a  quorum  of the  directors
                                    cannot be obtained for  paragraph  B.(1) and
                                    the  committee  cannot be  designated  under
                                    paragraph B.(2) selected by majority vote of
                                    the  full  board  of  directors   (in  which
                                    directors who are parties may  participate);
                                    or

                                    (d) By the  shareholders  by a majority vote
                           of a quorum  consisting of shareholders  who were not
                           parties to such  Proceeding  or, if no such quorum is
                           obtainable,  by a majority vote of  shareholders  who
                           were not parties to such proceeding.

                           (3)      Upon a determination that:

                                    (a) in a Proceeding other than an action by,
                           or in the right of, the Corporation, the person acted
                           in good faith and in a manner he reasonably  believed
                           to be in, or Not  Opposed to, the Best  Interests  of
                           the  Corporation  and,  with  respect to any criminal
                           action  or  Proceeding,  had no  reasonable  cause to
                           believe his conduct was unlawful.

                                    (b) in a Proceeding  by, or in the right of,
                           the  Corporation  to procure a judgment in its favor,
                           the  person  acted in good  faith  and in a manner he
                           reasonably  believed to be in, or Not Opposed to, the
                           Best Interests of the Corporation; provided, further,
                           that the parties  described  in  Sections  1.B(1)-(4)
                           shall not  authorize  any  indemnification  is such a
                           Proceeding  if the  person  has been  adjudged  to be
                           liable  therein.  The  foregoing  proviso  shall  not
                           preclude or limit indemnification under the mandatory
                           indemnification   provision   of  Section  1.  or  as
                           directed by the court pursuant to Section.

                                    (c)   For    purposes    of    making    the
                           determinations  set forth in C.(1)  and C.(2)  above,
                           the  fact  that  a  Proceeding  was  terminated  by a
                           judgment,



                                       16

<PAGE>



                           order,  settlement or conviction or upon a plea of no
                           contendere  or its  equivalent  shall not, of itself,
                           create a  presumption  that the person did not act in
                           good  faith  and  in a  manner  which  he  reasonably
                           believed  to be  in,  or Not  Opposed  to,  the  Best
                           Interests of the  Corporation or, with respect to any
                           criminal  action or  Proceeding,  that the person had
                           reasonable  cause to  believe  that his  conduct  was
                           unlawful.

                  2. In all  events,  and  notwithstanding  the  conditions  and
qualifications  set forth in Section 1. above, the Corporation shall indemnify a
director  or  officer  who has been  successful  on the merits or  otherwise  in
defense of any Proceeding or in defense of any claim,  issue, or matter therein,
against  Expenses  actually  and  reasonably   incurred  by  him  in  connection
therewith.

                  3.  Notwithstanding  the failure of the Corporation to provide
indemnification   due  to  a  failure  to  satisfy  the  conditions  of  Section
1.A.(1)-(4),  and  despite  any  contrary  determination  of the board or of the
shareholders in the specific case, a director or officer of the  shareholders in
the  specific  case,  a director or officer of the  Corporation  who is or was a
party to a Proceeding may apply for  indemnification or advancement of Expenses,
or both, to the court  conducting the  proceeding,  to the circuit court,  or to
another   court  of   competent   jurisdiction,   and  such   court   may  order
indemnification  and  advancement of Expenses,  including  Expenses  incurred in
seeking  court-ordered   indemnification  or  advancement  of  Expenses,  if  it
determines that:

                           (1) The  director or officer is entitled to mandatory
                  indemnification  under  Section  2.1,  in which case the court
                  shall also order the Corporation to pay such person reasonable
                  Expenses incurred in obtaining  court-ordered  indemnification
                  or advancement of Expenses.

                           (2)  The   director   or  officer  is   entitled   to
                  indemnification or advancement of Expenses, or both, under 1.;
                  or

                           (3) The director or officer is fairly and  reasonably
                  entitled to  indemnification  or advancement  of Expenses,  or
                  both, in view of all the relevant circumstances, regardless of
                  whether such person met the  standards of conduct set forth in
                  Section 1.A.(1)-(4) or Section 1.B.(1)-(4).

                  4. If a judgment or other final adjudication  establishes that
the person's  actions or  omissions to act were  material to the cause of action
adjudicated  and  such  actions  or  omissions  constitute  a  violation  of the
standards set forth in Section 1.A.(1)-(4), then the Corporation shall cause one
or more of the  meetings  described  in Section  1.B.(1)-(4)  to be held for the
purpose of determining and authorizing indemnification.

                  5. Expenses  incurred by an officer or director in defending a
civil or criminal  Proceeding  may be paid by the  Corporation in advance of the
final  disposition  of such  Proceeding  upon receipt of an undertaking by or on
behalf of such  director  or officer to repay  such  amount if he is  ultimately
found not to be entitled to indemnification by the Corporation  pursuant to this
Article.



                                       17

<PAGE>




                  6.  Indemnification and advancement of Expenses as provided in
this  Article   shall   continue  as,  unless   otherwise   provided  when  such
indemnification  and  advancement of Expenses was  authorized or ratified,  to a
person who has ceased to be a director or officer and shall inure to the benefit
of their heirs, executors and administrators of such person.

                  7. The  Corporation  shall  have the  power  to  purchase  and
maintain  insurance  on behalf of any person who is or was a director,  officer,
employee, or Agent of the Corporation or is or was serving at the request of the
Corporation as a director,  officer,  employee, or Agent of another Corporation,
partnership,  joint venture,  trust, or other  enterprise  against any liability
asserted  against him and incurred by him in any such capacity or arising out of
his  status as such,  whether  or not the  Corporation  would  have the power to
indemnify him against such liability under the provisions of this Article XXV.

                  8.  If any  Expenses  or  other  amounts  are  paid  by way of
indemnification other than by court order or action by the shareholders or by an
insurance  carrier  pursuant to insurance  maintained  by the  Corporation,  the
Corporation  shall,  not later than the time of delivery to the  shareholders of
written notice of the next annual meeting of  shareholders,  unless such meeting
is held within 3 months from the date of such payment, and, in any event, within
15 months from the date of such payment, deliver either personally or by mail to
each  shareholder  of record at the time  entitled  to vote for the  election of
directors a statement  specifying  the persons paid,  the amounts paid,  and the
nature and status at the time of such payment of the  litigation  or  threatened
litigation.

                  9. The board of directors  may  authorize  indemnification  or
advancement  of expenses in favor of other  employees and Agents upon such terms
and  conditions  as the  board of  directors  may  seem  appropriate  under  the
circumstances,  and may enter into  agreements  therefor with such employees and
Agents.

                  10. The rights of an officer or  director,  employee  or Agent
hereunder  shall be in addition  to any other  rights such person may have under
the Corporation's  Articles of Incorporation or the Florida General  Corporation
Act or  otherwise,  and nothing  herein shall be deemed to diminish or otherwise
restrict such person's right to indemnification  under any such other provision.
It is the intent of this By-Law to provide the maximum indemnification  possible
under the  applicable  law.  To the extent  applicable  law or the  Articles  of
Incorporation of the Corporation, as in effect on the date hereof or at any time
in the future,  permit greater  indemnification  than is provided in this ByLaw,
the parties  hereto  agree that  Indemnitee  shall enjoy by this  Agreement  the
greater  benefits  so  afforded  by such law or  provision  of the  Articles  of
Incorporation,  and this By-Law and the exceptions to indemnification  set forth
in Section 1A., to the extent  applicable,  shall be deemed amended  without any
further action by the Corporation to grant such greater benefits.

                  11.  This   Article  XXV  shall  be   interpreted   to  permit
indemnification  to the  fullest  extent  permitted  by law. If any part of this
Article  shall be found to the invalid or  ineffective  in any  action,  suit or
proceeding,  the validity and effect of the remaining  part thereof shall not be
affected.



                                       18

<PAGE>



The  provisions  of this  Article  XXV shall be  applicable  to all  Proceedings
commenced  after the  adoption  hereof,  whether  arising from acts or omissions
occurring before or after its adoption.




                                       19