<PAGE>



                                                                     EXHIBIT 3.2



                          FIVE STAR QUALITY CARE, INC.







                           AMENDED AND RESTATED BYLAWS








                     As Amended and Restated March 19, 2003







<PAGE>



                          FIVE STAR QUALITY CARE, INC.

                          AMENDED AND RESTATED BYLAWS


                                    ARTICLE I

                                     OFFICES


                Section 1. PRINCIPAL OFFICE. The principal office of the
Corporation in the State of Maryland shall be located at such place as the Board
of Directors may designate.

                Section 2. ADDITIONAL OFFICES. The Corporation may have
additional offices, including a principal executive office, at such places as
the Board of Directors may from time to time determine or the business of the
Corporation may require.



                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS


                Section 1. PLACE. All meetings of stockholders shall be held at
the principal executive office of the Corporation or at such other place as
shall be set by the Board of Directors and stated in the notice of the meeting.

                Section 2. ANNUAL MEETING. An annual meeting of the stockholders
for the election of directors and the transaction of any business within the
powers of the Corporation shall be held on a date and at the time set by the
Board of Directors during the month of May in each year.

                Section 3. SPECIAL MEETINGS.

                (a) General. The chairman of the board, if any, the president or
a majority of the entire Board of Directors may call a special meeting of the
stockholders. Subject to Section 3(b), if at the time stockholders are entitled
by law to cause a special meeting of the stockholders to be called, a special
meeting of stockholders shall also be called by the secretary of the Corporation
upon the written request of stockholders entitled to cast not less than the
Special Meeting Percentage of all the votes entitled to be cast at such meeting.
The "Special Meeting Percentage" shall be a majority or, if greater from time to
time, the largest portion which the Corporation is legally permitted to specify
with respect to stockholders entitled by law to cause a special meeting of the
stockholders to be called.

                (b) Stockholder Requested Special Meetings. (1) Any stockholder
of record seeking to have stockholders request a special meeting shall, by
sending written notice to the secretary (the "Record Date Request Notice") by
registered mail, return receipt requested, request the Board of Directors to fix
a record date to determine the stockholders entitled to request a special
meeting (the "Request Record Date"). The Record Date Request Notice shall set
forth the purpose of the meeting and the matters proposed to be acted on at it,
shall be signed by one or more stockholders of record as of the date of
signature (or their duly authorized agents), shall bear the date of signature of
each such stockholder (or other agent) and shall set



<PAGE>


forth all information relating to each such stockholder that must be disclosed
in solicitations of proxies for election of directors in an election contest
(even if an election contest is not involved), or is otherwise required, in each
case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and Rule 14a-11 thereunder. Upon receiving the
Record Date Request Notice, the Board of Directors may fix a Request Record
Date. The Request Record Date shall not precede and shall not be more than ten
days after the close of business on the date on which the resolution fixing the
Request Record Date is adopted by the Board of Directors. If the Board of
Directors, within ten days after the date on which a valid Record Date Request
Notice is received, fails to adopt a resolution fixing the Request Record Date
and make a public announcement of such Request Record Date, the Request Record
Date shall be the close of business on the tenth day after the first date on
which the Record Date Request Notice is received by the secretary.

                (2) In order for any stockholder to request a special meeting,
one or more written requests for a special meeting (the "Special Meeting
Request") signed by stockholders of record (or their duly authorized agents) as
of the Request Record Date entitled to cast not less than the Special Meeting
Percentage shall be delivered to the secretary. In addition, the Special Meeting
Request shall set forth the purpose of the meeting and the matters proposed to
be acted on at it (which shall be limited to the matters set forth in the Record
Date Request Notice received by the secretary), shall bear the date of signature
of each such stockholder (or other agent) signing the Special Meeting Request,
shall set forth the name and address, as they appear in the Corporation's books,
of each stockholder signing such request (or on whose behalf the Special Meeting
Request is signed) and the class and number of shares of stock of the
Corporation which are owned of record and beneficially by each such stockholder,
shall be sent to the secretary by registered mail, return receipt requested, and
shall be received by the secretary within 60 days after the Request Record Date.
Any requesting stockholder may revoke his, her or its request for a special
meeting at any time by written revocation delivered to the secretary.

                (3) The secretary shall inform the requesting stockholders of
the reasonably estimated cost of preparing and mailing the notice of meeting
(including the Corporation's proxy materials). The secretary shall not be
required to call a special meeting upon stockholder request and such meeting
shall not be held unless, in addition to the documents required by paragraph (2)
of this Section 3(b), the secretary receives payment of such reasonably
estimated cost prior to the mailing of any notice of the meeting.

                (4) Except as provided in the next sentence, any special meeting
shall be held at such place, date and time as may be designated by the officer
who called the meeting in accordance with Section 3(a), if any, and otherwise by
the Board of Directors. In the case of any special meeting called by the
secretary upon the request of stockholders (a "Stockholder Requested Meeting"),
such meeting shall be held at such place, date and time as may be designated by
the Board of Directors; provided, however, that the date of any Stockholder
Requested Meeting shall be not more than 90 days after the record date for such
meeting (the "Meeting Record Date"); and provided further that if the Board of
Directors fails to designate, within ten days after the date that a valid
Special Meeting Request is actually received by the secretary (the "Delivery
Date"), a date and time for a Stockholder Requested Meeting, then such meeting
shall be held at 2:00 p.m. local time on the 90th day after the Meeting Record
Date or, if such 90th day is not a Business Day (as defined below), on the first
preceding Business Day; and


                                      -2-

<PAGE>


provided further that in the event that the Board of Directors fails to
designate a place for a Stockholder Requested Meeting within ten days after the
Delivery Date, then such meeting shall be held at the principal executive office
of the Corporation. In fixing a date for any special meeting, chairman of the
board, the president or Board of Directors may consider such factors as he, she
or it deems relevant within the good faith exercise of business judgment,
including, without limitation, the nature of the matters to be considered, the
facts and circumstances surrounding any request for meeting and any plan of the
Board of Directors to call an annual meeting or a special meeting. In the case
of any Stockholder Requested Meeting, if the Board of Directors fails to fix a
Meeting Record Date that is a date within 30 days after the Delivery Date, then
the close of business on the 30th day after the Delivery Date shall be the
Meeting Record Date.

                (5) If at any time as a result of written revocations of
requests for the special meeting, stockholders of record (or their duly
authorized agents) as of the Request Record Date entitled to cast less than the
Special Meeting Percentage shall have delivered and not revoked requests for a
special meeting, the secretary may refrain from mailing the notice of the
meeting or, if the notice of the meeting has been mailed, the secretary may
revoke the notice of the meeting at any time before ten days before the meeting
if the secretary has first sent to all other requesting stockholders written
notice of such revocation and of intention to revoke the notice of the meeting.
Any request for a special meeting received after a revocation by the secretary
of a notice of a meeting shall be considered a request for a new special
meeting.

                (6) The chairman of the board, if any, the president or the
Board of Directors may appoint regionally or nationally recognized independent
inspectors of elections to act as the agent of the Corporation for the purpose
of promptly performing a ministerial review of the validity of any purported
Special Meeting Request received by the secretary. For the purpose of permitting
the inspectors to perform such review, no such purported request shall be deemed
to have been delivered to the secretary until the earlier of (i) five Business
Days after receipt by the secretary of such purported request and (ii) such date
as the independent inspectors certify to the Corporation that the valid requests
received by the secretary represent at least a majority of the issued and
outstanding shares of stock that would be entitled to vote at such meeting.
Nothing contained in this paragraph (6) shall in any way be construed to suggest
or imply that the Corporation or any stockholder shall not be entitled to
contest the validity of any request, whether during or after such five Business
Day period, or to take any other action (including, without limitation, the
commencement, prosecution or defense of any litigation with respect thereto, and
the seeking of injunctive relief in such litigation).

                (7) For purposes of these Bylaws, "Business Day" shall mean any
day other than a Saturday, a Sunday or a day on which banking institutions in
the Commonwealth of Massachusetts are authorized or obligated by law or
executive order to close.

                Section 4. NOTICE. Not less than ten nor more than 90 days
before each meeting of stockholders, the secretary shall give to each
stockholder entitled to vote at such meeting and to each stockholder not
entitled to vote who is entitled to notice of the meeting written or printed
notice stating the time and place of the meeting and, in the case of a special
meeting or as otherwise may be required by any statute, the purpose for which
the meeting is called, either by mail, by presenting it to such stockholder
personally, by leaving it at the


                                      -3-

<PAGE>


stockholder's residence or usual place of business or by any other means
permitted by Maryland law. If mailed, such notice shall be deemed to be given
when deposited in the United States mail addressed to the stockholder at the
stockholder's address as it appears on the records of the Corporation, with
postage thereon prepaid.

                Any business of the Corporation may be transacted at an annual
meeting of stockholders without being specifically designated in the notice,
except such business as is required by any statute to be stated in such notice.
No business shall be transacted at a special meeting of stockholders except as
specifically designated in the notice.

                Section 5. ORGANIZATION AND CONDUCT. Every meeting of
stockholders shall be conducted by an individual appointed by the Board of
Directors to be chairman of the meeting or, in the absence of such appointment,
by the chairman of the board or, in the case of a vacancy in the office or
absence of the chairman of the board, by one of the following officers present
at the meeting: the vice chairman of the board, if there be one, the president,
the vice presidents in their order of rank and seniority, or, in the absence of
such officers, a chairman chosen by the stockholders by the vote of a majority
of the votes cast by stockholders present in person or by proxy. The secretary,
or, in the secretary's absence, an assistant secretary, or in the absence of
both the secretary and assistant secretaries, a person appointed by the Board of
Directors or, in the absence of such appointment, a person appointed by the
chairman of the meeting shall act as secretary. In the event that the secretary
presides at a meeting of the stockholders, an assistant secretary shall record
the minutes of the meeting. The order of business and all other matters of
procedure at any meeting of stockholders shall be determined by the chairman of
the meeting. The chairman of the meeting may prescribe such rules, regulations
and procedures and take such action as, in the discretion of such chairman, are
appropriate for the proper conduct of the meeting, including, without
limitation, (a) restricting admission to the time set for the commencement of
the meeting; (b) limiting attendance at the meeting to stockholders of record of
the Corporation, their duly authorized proxies or other such persons as the
chairman of the meeting may determine; (c) limiting participation at the meeting
on any matter to stockholders of record of the Corporation entitled to vote on
such matter, their duly authorized proxies or other such persons as the chairman
of the meeting may determine; (d) limiting the time allotted to questions or
comments by participants; (e) maintaining order and security at the meeting; (f)
removing any stockholder who refuses to comply with meeting procedures, rules or
guidelines as set forth by the chairman of the meeting; and (g) recessing or
adjourning the meeting to a later date and time and place announced at the
meeting. Unless otherwise determined by the chairman of the meeting, meetings of
stockholders shall not be required to be held in accordance with the rules of
parliamentary procedure or any established rules of order.

                Section 6. QUORUM. At any meeting of stockholders, the presence
in person or by proxy of stockholders entitled to cast a majority of all the
votes entitled to be cast at such meeting shall constitute a quorum; but this
section shall not affect any requirement under any statute or the charter of the
Corporation for the vote necessary for the adoption of any measure. If, however,
such quorum shall not be present at any meeting of the stockholders, the
chairman of the meeting or the stockholders entitled to vote at such meeting,
present in person or by proxy, shall have the power to adjourn the meeting from
time to time to a date not more than 120 days after the original record date
without notice other than announcement at the meeting.


                                      -4-

<PAGE>

At such adjourned meeting at which a quorum shall be present, any business may
be transacted which might have been transacted at the meeting as originally
notified.

                The stockholders present either in person or by proxy, at a
meeting which has been duly called and convened, may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.

                Section 7. VOTING. A majority of all the votes entitled to be
cast for election of a director at a meeting of stockholders duly called and at
which a quorum is present shall be sufficient to elect such director. Each share
may be voted for as many individuals as there are directors to be elected and
for whose election the share is entitled to be voted. A majority of the votes
cast at a meeting of stockholders duly called and at which a quorum is present
shall be sufficient to approve any other matter which may properly come before
the meeting, unless more than a majority of the votes cast is required by
statute or by the charter of the Corporation. Unless otherwise provided in the
charter, each outstanding share, regardless of class, shall be entitled to one
vote on each matter submitted to a vote at a meeting of stockholders.

                Section 8. PROXIES. A stockholder may cast the votes entitled to
be cast by the shares of stock owned of record by the stockholder in person or
by proxy executed by the stockholder or by the stockholder's duly authorized
agent in any manner permitted by law. Such proxy or evidence of authorization of
such proxy shall be filed with the secretary of the Corporation before or at the
meeting. No proxy shall be valid more than eleven months after its date unless
otherwise provided in the proxy.

                Section 9. VOTING OF STOCK BY CERTAIN HOLDERS. Stock of the
Corporation registered in the name of a corporation, partnership, trust or other
entity, if entitled to be voted, may be voted by the president or a vice
president, a general partner or trustee thereof, as the case may be, or a proxy
appointed by any of the foregoing individuals, unless some other person who has
been appointed to vote such stock pursuant to a bylaw or a resolution of the
governing body of such corporation or other entity or agreement of the partners
of a partnership presents a certified copy of such bylaw, resolution or
agreement, in which case such person may vote such stock. Any director or other
fiduciary may vote stock registered in his or her name as such fiduciary, either
in person or by proxy.

                Shares of stock of the Corporation directly or indirectly owned
by it shall not be voted at any meeting and shall not be counted in determining
the total number of outstanding shares entitled to be voted at any given time,
unless they are held by it in a fiduciary capacity, in which case they may be
voted and shall be counted in determining the total number of outstanding shares
at any given time.

                The Board of Directors may adopt by resolution a procedure by
which a stockholder may certify in writing to the Corporation that any shares of
stock registered in the name of the stockholder are held for the account of a
specified person other than the stockholder. The resolution shall set forth the
class of stockholders who may make the certification, the purpose for which the
certification may be made, the form of certification and the information to be
contained in it; if the certification is with respect to a record date or
closing of the stock



                                      -5-

<PAGE>


transfer books, the time after the record date or closing of the stock transfer
books within which the certification must be received by the Corporation; and
any other provisions with respect to the procedure which the Board of Directors
considers necessary or desirable. On receipt of such certification, the person
specified in the certification shall be regarded as, for the purposes set forth
in the certification, the stockholder of record of the specified stock in place
of the stockholder who makes the certification.

                Section 10. INSPECTORS. The Board of Directors, in advance of
any meeting, may, but need not, appoint one or more individual inspectors or one
or more entities that designate individuals as inspectors to act at the meeting
or any adjournment thereof. If an inspector or inspectors are not appointed, the
person presiding at the meeting may, but need not, appoint one or more
inspectors. In case any person who may be appointed as an inspector fails to
appear or act, the vacancy may be filled by appointment made by the Board of
Directors in advance of the meeting or at the meeting by the chairman of the
meeting. The inspectors, if any, shall determine the number of shares
outstanding and the voting power of each, the shares represented at the meeting,
the existence of a quorum, the validity and effect of proxies, and shall receive
votes, ballots or consents, hear and determine all challenges and questions
arising in connection with the right to vote, count and tabulate all votes,
ballots or consents, determine the result, and do such acts as are proper to
conduct the election or vote with fairness to all stockholders. Each such report
shall be in writing and signed by him or her or by a majority of them if there
is more than one inspector acting at such meeting. If there is more than one
inspector, the report of a majority shall be the report of the inspectors. The
report of the inspector or inspectors on the number of shares represented at the
meeting and the results of the voting shall be prima facie evidence thereof.

                Section 11. ADVANCE NOTICE OF NOMINEES FOR DIRECTOR AND OTHER
PROPOSALS.

         (a) Nominations and Proposals to be Considered at Meeting of
Stockholders. Nominations of persons for election to the Board of Directors and
the proposal of other business to be considered by the stockholders at an annual
or special meeting of stockholders may be properly brought before the meeting
only as set forth in this Section 11. All judgments and determinations made by
the Board of Directors or the chairman of the meeting, as applicable, under this
Section 11 (including without limitation judgments as to whether any matter or
thing is satisfactory to the Board of Directors and determinations as to the
propriety of a proposed nomination or a proposal of other business) shall be
made in good faith.

         (b) Annual Meetings of Stockholders. (1) Nominations of persons for
election to the Board of Directors and the proposal of other business to be
considered by the stockholders at an annual meeting of stockholders may be
properly brought before the meeting (i) pursuant to the Corporation's notice of
meeting by or at the direction of the directors or (ii) by any stockholder of
the Corporation who is a stockholder of record both at the time of giving of
notice provided for in this Section 11(b) and at the time of the annual meeting,
who is entitled to vote at the meeting and who complies with the terms and
provisions set forth in this Section 11.

         (2) For nominations for election to the Board of Directors or other
business to be properly brought before an annual meeting by a stockholder
pursuant to clause (ii) of Section


                                      -6-

<PAGE>


11(b)(1), the stockholder must have given timely notice thereof in writing to
the secretary of the Corporation and such other business must otherwise be a
proper matter for action by stockholders. To be timely, a stockholder's notice
shall set forth all information required under this Section 11 and shall be
delivered to the secretary at the principal executive offices of the Corporation
not later than the close of business on the 90th day nor earlier than the 120th
day prior to the first anniversary of the date of mailing of the notice for the
preceding year's annual meeting; provided, however, that in the event that the
date of mailing of the notice for the annual meeting is advanced or delayed by
more than 30 days from the anniversary date of the date of mailing of the notice
for the preceding year's annual meeting, notice by the stockholder to be timely
must be so delivered not earlier than the 120th day prior to the date of mailing
of the notice for such annual meeting and not later than the close of business
on the later of: (i) the 90th day prior to the date of mailing of the notice for
such annual meeting or (ii) the 10th day following the day on which public
announcement of the date of mailing of the notice for such meeting is first made
by the Corporation. In no event shall the public announcement of a postponement
of the mailing of the notice for such annual meeting or of an adjournment or
postponement of an annual meeting to a later date or time commence a new time
period for the giving of a stockholder's notice as described above.

         A stockholder's notice shall set forth:

                           (A) as to each person whom the stockholder proposes
                  to nominate for election or reelection as a director, (1) such
                  person's name, age, business address and residence address,
                  (2) the class, series and number of shares of capital stock of
                  the Corporation that are beneficially owned or owned of record
                  by such person, (3) the date such shares were acquired and the
                  investment intent of such acquisition, (4) the record of all
                  purchases and sales of securities of the Corporation by such
                  person during the previous 12 month period including the date
                  of the transactions, the class, series and number of
                  securities involved in the transactions and the consideration
                  involved and (5) all other information relating to such person
                  that is required to be disclosed in solicitations of proxies
                  for election of directors in an election contest (even if an
                  election contest is not involved), or is otherwise required,
                  in each case pursuant to Regulation 14A (or any successor
                  provision) under the Exchange Act, including such person's
                  written consent to being named in the proxy statement as a
                  nominee and to serving as a director if elected;

                           (B) as to any other business that the stockholder
                  proposes to bring before the meeting, a description of such
                  business, the reasons for proposing such business at the
                  meeting and any material interest in such business of such
                  stockholder and any Stockholder Associated Person (as defined
                  below), including any anticipated benefit therefrom;

                           (C) as to the stockholder giving the notice and any
                  Stockholder Associated Person, the class, series and number of
                  shares of the



                                      -7-

<PAGE>


                  Corporation which are owned of record by such stockholder and
                  by such Stockholder Associated Person, if any, and the class,
                  series and number of, and the nominee holder for, shares owned
                  beneficially but not of record by such stockholder and by any
                  such Stockholder Associated Person;

                           (D) as to the stockholder giving the notice and any
                  Stockholder Associated Person, the name and address of such
                  stockholder, as they appear on the Corporation's stock ledger
                  and current name and address, if different, of such
                  Stockholder Associated Person;

                           (E) as to the stockholder giving the notice and any
                  Stockholder Associated Person, the record of all purchases and
                  sales of securities of the Corporation by such stockholder or
                  Stockholder Associated Person during the previous 12 month
                  period including the date of the transactions, the class,
                  series and number of securities involved in the transactions
                  and the consideration involved; and

                           (F) to the extent known by the stockholder giving the
                  notice, the name and address of any other stockholder
                  supporting the nominee for election or reelection as a
                  director or the proposal of other business on the date of such
                  stockholder's notice.

         (3) Notwithstanding anything in the second sentence of Section 11(b)(2)
to the contrary, in the event that the number of directors to be elected to the
Board of Directors is increased and there is no public announcement of such
action at least 130 days prior to the first anniversary of the date of mailing
of notice for the preceding year's annual meeting, a stockholder's notice
required by this Section 11(b) also shall be considered timely, but only with
respect to nominees for any new positions created by such increase, if the
notice is delivered to the secretary at the principal executive offices of the
Corporation not later than the close of business on the 10th day immediately
following the day on which such public announcement is first made by the
Corporation.

         (4) For purposes of this Section 11, "Stockholder Associated Person" of
any stockholder shall mean (i) any person controlling, directly or indirectly,
or acting in concert with, such stockholder, (ii) any beneficial owner of shares
of capital stock of the Corporation owned of record or beneficially by such
stockholder and (iii) any person controlling, controlled by or under common
control with such stockholder or Stockholder Associated Person.

         (c) Stockholder Nominations or Proposals Causing Covenant Breaches. At
the same time as or prior to the submission of any stockholder nomination or
proposal of business to be considered at an annual or special meeting that, if
approved and implemented by the Corporation, would cause the Corporation to be
in breach of any covenant of the Corporation in any existing or proposed debt
instrument or agreement of the Corporation, the proponent stockholder or
stockholders must submit to the secretary of the Corporation at the principal
executive offices of the Corporation (i) evidence satisfactory to the Board of
Directors of the lender's or contracting party's willingness to waive the breach
of covenant or (ii) a plan for


                                      -8-

<PAGE>


repayment of the indebtedness to the lender or correcting the contractual
default, specifically identifying the actions to be taken or the source of funds
to be used in the repayment, which plan must be satisfactory to the Board of
Directors in its discretion.

         (d) Stockholder Nominations or Proposals Requiring Regulatory Notice,
Consent or Approval. At the same time or prior to the submission of any
stockholder nominations or proposal of business to be considered at an annual or
special meeting that, if approved, could not be implemented by the Corporation
without notifying or obtaining the consent or approval of any federal, state,
municipal or other regulatory body, the proponent stockholder or stockholders
must submit to the secretary of the Corporation at the principal executive
offices of the Corporation (i) evidence satisfactory to the Board of Directors
that any and all required notices, consents or approvals have been given or
obtained or (ii) a plan, for making the requisite notices or obtaining the
requisite consents or approvals, as applicable, prior to the implementation of
the proposal or election, which plan must be satisfactory to the Board of
Directors in its discretion.

         (e) Special Meetings of Stockholders. As set forth in Section 4 of this
Article II, only business brought before the meeting pursuant to a proper notice
of meeting shall be conducted at a special meeting of stockholders. Nominations
of persons for election to the Board of Directors only may be made at a special
meeting of stockholders at which directors are to be elected: (i) pursuant to
the Corporation's notice of meeting by or at the direction of the Board of
Directors; or (ii) provided that the Board of Directors has determined that
directors shall be elected at such special meeting, by any stockholder of the
Corporation who is a stockholder of record both at the time of giving of notice
provided for in this Section 11(e) and at the time of the special meeting, who
is entitled to vote at the meeting and who complies with the notice procedures
set forth in this Section 11(e). In the event the Corporation calls a special
meeting of stockholders for the purpose of electing one or more directors to the
Board of Directors, any such stockholder may nominate a person or persons (as
the case may be) for election to such position as specified in the Corporation's
notice of meeting, if the stockholder's notice contains the information required
by Section 11(b) and the stockholder has given timely notice thereof in writing
to the secretary of the Corporation at the principal executive offices of the
Corporation. To be timely, a stockholder's notice shall be delivered to the
secretary of the Corporation at the principal executive offices of the
Corporation not earlier than the 120th day prior to such special meeting and not
later than the close of business on the later of (i) the 90th day prior to such
special meeting or (ii) the 10th day following the day on which public
announcement is first made of the date of the special meeting and of the
nominees proposed by the directors to be elected at such meeting. In no event
shall the public announcement of a postponement or adjournment of a special
meeting to a later date or time commence a new time period for the giving of a
stockholder's notice as described above.

         (f) General. (1) Upon written request by the secretary or the Board of
Directors or any committee thereof, any stockholder proposing a nominee for
election as a director or any proposal for other business at a meeting of
stockholders shall provide, within three business days of delivery of such
request (or such other period as may be specified in such request), written
verification, satisfactory to the secretary or the Board or any committee
thereof, in his, her or its sole discretion, of the accuracy of any information
submitted by the stockholder pursuant to this Section 11. If a stockholder fails
to provide such written verification within such period, the


                                      -9-

<PAGE>


secretary or the Board of Directors or any committee thereof may treat the
information as to which written verification was requested as not having been
provided in accordance with the procedures set forth in this Section 11.

         (2) Only such persons who are nominated in accordance with the
procedures set forth in this Section 11 shall be eligible to serve as directors
and only such business as shall have been brought before the meeting in
accordance with the procedures set forth in this Section 11 shall be transacted
at a meeting of stockholders. The chairman of the meeting shall have the power
and duty to determine whether a nomination or any other business proposed to be
brought before the meeting was made or proposed, as the case may be, in
accordance with this Section 11 and, if any proposed nomination or other
business is not in compliance with this Section 11, to declare that such
defective nomination or proposal be disregarded.

         (3) For purposes of this Section 11, (i) the "date of mailing of the
notice" shall mean the date of the proxy statement for the solicitation of
proxies for the election of directors and (ii) "public announcement" shall mean
disclosure in (A) a press release reported by the Dow Jones News Service,
Associated Press or comparable news service or (B) a document publicly filed by
the Corporation with the United States Securities and Exchange Commission
pursuant to the Exchange Act.

         (4) Notwithstanding the foregoing provisions of this Bylaw, a
stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to matters set forth
in Sections 11(a) through 11(f). Nothing in this Section 11 shall be deemed to
require that a stockholder nomination of a person for election to the Board of
Directors or a stockholder proposal relating to other business be included in
the Corporation's proxy statement except as may be required by law.

         Section 12. VOTING BY BALLOT. Voting on any question or in any election
may be viva voce unless the presiding officer shall order or any stockholder
shall demand that voting be by ballot.

         Section 13. CONTROL SHARE ACQUISITION ACT. Notwithstanding any other
provision of the charter of the Corporation or these Bylaws, Title 3, Subtitle 7
of the Maryland General Corporation Law (or any successor statute) shall not
apply to any acquisition by any person of shares of stock of the Corporation.
This section may be repealed, in whole or in part, at any time, whether before
or after an acquisition of control shares and, upon such repeal, may, to the
extent provided by any successor bylaw, apply to any prior or subsequent control
share acquisition.



                                      -10-

<PAGE>


                                   ARTICLE III


                                    DIRECTORS


                Section 1. GENERAL POWERS. The business and affairs of the
Corporation shall be managed under the direction of its Board of Directors.

                Section 2. NUMBER, TENURE AND QUALIFICATIONS. At any regular
meeting or at any special meeting called for that purpose, a majority of the
entire Board of Directors may establish, increase or decrease the number of
directors, provided that the number thereof shall never be less than the minimum
number required by the Maryland General Corporation Law, nor more than 7, and
further provided that the tenure of office of a director shall not be affected
by any decrease in the number of directors.

                Section 3. ANNUAL AND REGULAR MEETINGS. An annual meeting of the
Board of Directors shall be held immediately after and at the same place as the
annual meeting of stockholders, no notice other than this Bylaw being necessary.
In the event such meeting is not so held, the meeting may be held at such time
and place as shall be specified in a notice given as hereinafter provided for
special meetings of the Board of Directors.

                Section 4. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by or at the request of the chairman of the board, if
any, or the president or by request of any two directors then in office. The
person or persons authorized to call special meetings of the Board of Directors
may fix any place as the place for holding any special meeting of the Board of
Directors called by them. The Board of Directors may provide, by resolution, the
time and place for the holding of special meetings of the Board of Directors
without other notice than such resolution.

                Section 5. NOTICE. Notice of any special meeting of the Board of
Directors shall be delivered personally or by telephone, electronic mail,
facsimile transmission, United States mail or courier to each director at his or
her business or residence address. Notice by personal delivery, telephone,
electronic mail or facsimile transmission shall be given at least 24 hours prior
to the meeting. Notice by United States mail shall be given at least three days
prior to the meeting. Notice by courier shall be given at least two days prior
to the meeting. Telephone notice shall be deemed to be given when the director
or his or her agent is personally given such notice in a telephone call to which
the director or his or her agent is a party. Electronic mail notice shall be
deemed to be given upon transmission of the message to the electronic mail
address given to the Corporation by the director. Facsimile transmission notice
shall be deemed to be given upon completion of the transmission of the message
to the number given to the Corporation by the director and receipt of a
completed answer-back indicating receipt. Notice by United States mail shall be
deemed to be given when deposited in the United States mail properly addressed,
with postage thereon prepaid. Notice by courier shall be deemed to be given when
deposited with or delivered to a courier properly addressed. Neither the
business to be transacted at, nor the purpose of, any annual, regular or special
meeting of the Board of Directors need be stated in the notice, unless
specifically required by statute or these Bylaws.



                                      -11-

<PAGE>


                Section 6. QUORUM. A majority of the directors shall constitute
a quorum for transaction of business at any meeting of the Board of Directors,
provided that, if less than a majority of such directors are present at said
meeting, a majority of the directors present may adjourn the meeting from time
to time without further notice, and provided further that if, pursuant to the
charter of the Corporation or these Bylaws, the vote of a majority of a
particular group of directors is required for action, a quorum must also include
a majority of such group.

                The directors present at a meeting which has been duly called
and convened may continue to transact business until adjournment,
notwithstanding the withdrawal of enough directors to leave less than a quorum.

                Section 7. VOTING. The action of the majority of the directors
present at a meeting at which a quorum is present shall be the action of the
Board of Directors, unless the concurrence of a greater proportion is required
for such action by applicable statute or the charter. If enough directors have
withdrawn from a meeting to leave less than a quorum but the meeting is not
adjourned, the action of the majority of the directors still present at such
meeting shall be the action of the Board of Directors, unless the concurrence of
a greater proportion is required for such action by applicable statute or the
charter.

                Section 8. ORGANIZATION. At each meeting of the Board of
Directors, the chairman of the board, if any, or, in the absence of the
chairman, the vice chairman of the board, if any, shall act as chairman. In the
absence of both the chairman and vice chairman of the board, the president, if
he or she is a director, or in the absence of the president, a director chosen
by a majority of the directors present, shall act as chairman. The secretary or,
in his or her absence, an assistant secretary of the Corporation, or in the
absence of the secretary and all assistant secretaries, a person appointed by
the chairman, shall act as secretary of the meeting.

                Section 9. TELEPHONE MEETINGS. Directors may participate in a
meeting by means of a conference telephone or similar communications equipment
if all persons participating in the meeting can hear each other at the same
time. Participation in a meeting by these means shall constitute presence in
person at the meeting.

                Section 10. WRITTEN CONSENT 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 each
director and such written consent is filed with the minutes of proceedings of
the Board of Directors.

                Section 11. VACANCIES. If for any reason any or all the
directors cease to be directors, such event shall not terminate the Corporation
or affect these Bylaws or the powers of the remaining directors hereunder (even
if fewer than three directors remain). Except as may be provided by the Board of
Directors in setting the terms of any class or series of preferred stock, any
vacancy on the Board of Directors may be filled only by a majority of the
remaining directors, even if the remaining directors do not constitute a quorum.
Any director elected to fill a vacancy shall serve for the remainder of the full
term of the class in which the vacancy occurred and until a successor is elected
and qualifies.



                                      -12-

<PAGE>


                Section 12. COMPENSATION. Directors shall not receive any stated
salary for their services as directors but, by resolution of the Board of
Directors, may receive compensation per year and/or per meeting and/or per visit
to real property or other facilities owned or leased by the Corporation and for
any service or activity they performed or engaged in as directors. Directors may
be reimbursed for expenses of attendance, if any, at each annual, regular or
special meeting of the Board of Directors or of any committee thereof and for
their expenses, if any, in connection with each property visit and any other
service or activity they performed or engaged in as directors; but nothing
herein contained shall be construed to preclude any directors from serving the
Corporation in any other capacity and receiving compensation therefor.

                Section 13. LOSS OF DEPOSITS. No director shall be liable for
any loss which may occur by reason of the failure of the bank, trust company,
savings and loan association, or other institution with whom moneys or stock
have been deposited.

                Section 14. SURETY BONDS. Unless required by law, no director
shall be obligated to give any bond or surety or other security for the
performance of any of his or her duties.

                Section 15. RELIANCE. Each director, officer, employee and agent
of the Corporation shall, in the performance of his or her duties with respect
to the Corporation, be fully justified and protected with regard to any act or
failure to act in reliance in good faith upon the books of account or other
records of the Corporation, upon an opinion of counsel or upon reports made to
the Corporation by any of its officers or employees or by the adviser,
accountants, appraisers or other experts or consultants selected by the Board of
Directors or officers of the Corporation, regardless of whether such counsel or
expert may also be a director.

                Section 16. CERTAIN RIGHTS OF DIRECTORS, OFFICERS, EMPLOYEES AND
AGENTS.  The directors shall have no responsibility to devote their full time to
the affairs of the  Corporation.  Any director or officer,  employee or agent of
the  Corporation,  in  his or  her  personal  capacity  or in a  capacity  as an
affiliate,  employee,  or agent of any  other  person,  or  otherwise,  may have
business  interests and engage in business  activities similar to or in addition
to or in competition with those of or relating to the Corporation.



                                   ARTICLE IV

                                   COMMITTEES


                Section 1. NUMBER, TENURE AND QUALIFICATIONS. The Board of
Directors may appoint from among its members an Executive Committee, an Audit
Committee and other committees, composed of one or more directors, to serve at
the pleasure of the Board of Directors.

                Section 2. POWERS. The Board of Directors may delegate to
committees appointed under Section 1 of this Article any of the powers of the
Board of Directors, except as prohibited by law.



                                      -13-

<PAGE>


                Section 3. MEETINGS. Notice of committee meetings shall be given
in the same manner as notice for special meetings of the Board of Directors. A
majority of the members of the committee shall constitute a quorum for the
transaction of business at any meeting of the committee. The act of a majority
of the committee members present at a meeting shall be the act of such
committee. The Board of Directors may designate a chairman of any committee, and
such chairman or, in the absence of a chairman, any two members of any committee
(if there are at least two members of the Committee) may fix the time and place
of its meeting unless the Board shall otherwise provide. In the absence of any
member of any such committee, the members thereof present at any meeting,
whether or not they constitute a quorum, may appoint another director to act in
the place of such absent member. Each committee shall keep minutes of its
proceedings.

                Section 4. TELEPHONE MEETINGS. Members of a committee of the
Board of Directors may participate in a meeting by means of a conference
telephone or similar communications equipment if all persons participating in
the meeting can hear each other at the same time. Participation in a meeting by
these means shall constitute presence in person at the meeting.

                Section 5. WRITTEN CONSENT 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 consent in writing to such action is signed
by each member of the committee and such written consent is filed with the
minutes of proceedings of such committee.

                Section 6. VACANCIES. Subject to the provisions hereof, the
Board of Directors shall have the power at any time to change the membership of
any committee, to fill all vacancies, to designate alternate members to replace
any absent or disqualified member or to dissolve any such committee.



                                    ARTICLE V


                                    OFFICERS


                Section 1. GENERAL PROVISIONS. The officers of the Corporation
shall include a president, a secretary and a treasurer and may include a
chairman of the board, a vice chairman of the board, a chief executive officer,
one or more vice presidents, a chief operating officer, a chief financial
officer, one or more assistant secretaries and one or more assistant treasurers.
In addition, the Board of Directors may from time to time elect such other
officers with such powers and duties as they shall deem necessary or desirable.
The officers of the Corporation shall be elected annually by the Board of
Directors, except that the chief executive officer or president may from time to
time appoint one or more vice presidents, assistant secretaries and assistant
treasurers or other officers. Each officer shall hold office until his or her
successor is elected and qualifies or until his or her death, or his or her
resignation or removal in the manner hereinafter provided. Any two or more
offices except president and vice president may be held by the same person.
Election of an officer or agent shall not of itself create contract rights
between the Corporation and such officer or agent.



                                      -14-

<PAGE>


                Section 2. REMOVAL AND RESIGNATION. Any officer or agent of the
Corporation may be removed, with or without cause, by the Board of Directors if
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. Any officer of the Corporation may resign at any time by
giving written notice of his or her resignation to the Board of Directors, the
chairman of the board, if any, the president or the secretary. Any resignation
shall take effect immediately upon its receipt or at such later time specified
in the notice of resignation. The acceptance of a resignation shall not be
necessary to make it effective unless otherwise stated in the resignation. Such
resignation shall be without prejudice to the contract rights, if any, of the
Corporation.

                Section 3. VACANCIES. A vacancy in any office may be filled by
the Board of Directors for the balance of the term.

                Section 4. CHIEF EXECUTIVE OFFICER. The Board of Directors may
designate a chief executive officer. In the absence of such designation, the
president or, if determined by the Board of Directors, the chairman of the board
shall be the chief executive officer of the Corporation. The chief executive
officer shall have general responsibility for implementation of the policies of
the Corporation, as determined by the Board of Directors, and for the management
of the business and affairs of the Corporation.

                Section 5. CHIEF OPERATING OFFICER. The Board of Directors may
designate a chief operating officer. The chief operating officer shall have the
responsibilities and duties as set forth by the Board of Directors or the chief
executive officer.

                Section 6. CHIEF FINANCIAL OFFICER. The Board of Directors may
designate a chief financial officer. The chief financial officer shall have the
responsibilities and duties as set forth by the Board of Directors or the chief
executive officer.

                Section 7. CHAIRMAN OF THE BOARD. The Board of Directors may
designate a chairman of the board. The chairman of the board shall preside over
the meetings of the Board of Directors and of the stockholders at which he or
she shall be present. The chairman of the board shall perform such other duties
as may be assigned to him or her by the Board of Directors.

                Section 8. PRESIDENT. In the absence of a chief executive
officer, the president shall in general supervise and control all of the
business and affairs of the Corporation. In the absence of a designation of a
chief operating officer by the Board of Directors, the president shall be the
chief operating officer. He or she may execute any deed, mortgage, bond,
contract or other instrument, except in cases where the execution thereof shall
be expressly delegated by the Board of Directors or by these Bylaws to some
other officer or agent of the Corporation or shall be required by law to be
otherwise executed; and in general shall perform all duties incident to the
office of president and such other duties as may be prescribed by the Board of
Directors from time to time.

                Section 9. VICE PRESIDENTS. In the absence of the president or
in the event of a vacancy in such office, the vice president (or in the event
there be more than one vice



                                      -15-

<PAGE>


president, the vice presidents in the order designated at the time of their
election or, in the absence of any designation, then in the order of their
election) shall perform the duties of the president and when so acting shall
have all the powers of and be subject to all the restrictions upon the
president; and shall perform such other duties as from time to time may be
assigned to such vice president by the president or by the Board of Directors.
The Board of Directors may designate one or more vice presidents as executive
vice president or as vice president for particular areas of responsibility.

                Section 10. SECRETARY. The secretary shall (a) keep the minutes
of the proceedings of the stockholders, the Board of Directors and committees of
the Board of Directors in one or more books provided for that purpose; (b) see
that all notices are duly given in accordance with the provisions of these
Bylaws or as required by law; (c) be custodian of the corporate records and of
the seal of the Corporation; (d) keep a register of the post office address of
each stockholder which shall be furnished to the secretary by such stockholder;
(e) have general charge of the stock transfer books of the Corporation; and (f)
in general perform such other duties as from time to time may be assigned to him
or her by the chief executive officer, the president or by the Board of
Directors.

                Section 11. TREASURER. The treasurer shall have the custody of
the funds and securities of the Corporation and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the Corporation and
shall deposit all moneys and other valuable effects in the name and to the
credit of the Corporation in such depositories as may be designated by the Board
of Directors. In the absence of a designation of a chief financial officer by
the Board of Directors, the treasurer shall be the chief financial officer of
the Corporation.

                The treasurer shall disburse the funds of the Corporation as may
be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the president and Board of Directors, at the
regular meetings of the Board of Directors or whenever it may so require, an
account of all his or her transactions as treasurer and of the financial
condition of the Corporation.

                If required by the Board of Directors, the treasurer shall give
the Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his or her office and for the restoration to the Corporation, in case
of his or her death, resignation, retirement or removal from office, of all
books, papers, vouchers, moneys and other property of whatever kind in his or
her possession or under his or her control belonging to the Corporation.

                Section 12. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The
assistant secretaries and assistant treasurers, in general, shall perform such
duties as shall be assigned to them by the secretary or treasurer, respectively,
or by the president or the Board of Directors. The assistant treasurers shall,
if required by the Board of Directors, give bonds for the faithful performance
of their duties in such sums and with such surety or sureties as shall be
satisfactory to the Board of Directors.


                                      -16-

<PAGE>


                Section 13. SALARIES. The salaries and other compensation of the
officers shall be fixed from time to time by the Board of Directors and no
officer shall be prevented from receiving such salary or other compensation by
reason of the fact that he or she is also a director.


                                   ARTICLE VI


                      CONTRACTS, LOANS, CHECKS AND DEPOSITS


                Section 1. CONTRACTS. The Board of Directors may authorize any
officer or agent 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. Any agreement, deed, mortgage,
lease or other document shall be valid and binding upon the Corporation when
authorized or ratified by action of the Board of Directors and executed by an
authorized person.

                Section 2. CHECKS AND DRAFTS. 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 officer or agent of the
Corporation in such manner as shall from time to time be determined by the Board
of Directors.

                Section 3. DEPOSITS. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositories as the Board of Directors
may designate.


                                   ARTICLE VII


                                      STOCK


                Section 1. CERTIFICATES. Except as otherwise provided in these
Bylaws, this Section shall not be interpreted to limit the authority of the
Board of Directors to issue some or all of the shares of any or all of its
classes or series without certificates. Each certificate issued, if any, shall
be signed by the chairman of the board, if any, the president or a vice
president and countersigned by the secretary or an assistant secretary or the
treasurer or an assistant treasurer and may be sealed with the seal, if any, of
the Corporation. The signatures may be either manual or facsimile. Certificates
shall be consecutively numbered; and if the Corporation shall, from time to
time, issue several classes of stock, each class may have its own number series.
A certificate is valid and may be issued whether or not an officer who signed it
is still an officer when it is issued. Each certificate representing shares
which are restricted as to their transferability or voting powers, which are
preferred or limited as to their dividends or as to their allocable portion of
the assets upon liquidation or which are redeemable at the option of the
Corporation, shall have a statement of such restriction, limitation, preference
or redemption provision, or a summary thereof, plainly stated on the
certificate. If the Corporation has authority to issue stock of more than one
class, any certificate issued shall contain on the face or back a full statement
or summary of the designations and any preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends and other
distributions, qualifications and terms and conditions of redemption of each
class of stock and, if the Corporation is authorized to issue any preferred or
special class in series, the differences in the



                                      -17-

<PAGE>


relative rights and preferences between the shares of each series to the extent
they have been set and the authority of the Board of Directors to set the
relative rights and preferences of subsequent series. In lieu of such statement
or summary, the certificate may state that the Corporation will furnish a full
statement of such information to any stockholder upon request and without
charge. If any class of stock is restricted by the Corporation as to
transferability, the certificate shall contain a full statement of the
restriction or state that the Corporation will furnish information about the
restrictions to the stockholder on request and without charge.

                Section 2. TRANSFERS. Upon surrender to the Corporation or the
transfer agent of the Corporation of a stock certificate duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, the Corporation shall issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

                The Corporation shall be entitled to treat the holder of record
of any share of stock as the holder in fact thereof and, accordingly, shall not
be bound to recognize any equitable or other claim to or interest in such share
or 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.

                Notwithstanding the foregoing, transfers of shares of any class
of stock will be subject in all respects to the charter of the Corporation and
all of the terms and conditions contained therein.

                Section 3. REPLACEMENT CERTIFICATE. Any officer designated by
the Board of Directors may direct a new certificate to be issued in place of any
certificate previously issued by the Corporation alleged to have been lost,
stolen or destroyed upon the making of an affidavit of that fact by the person
claiming the certificate to be lost, stolen or destroyed. When authorizing the
issuance of a new certificate, an officer designated by the Board of Directors
may, in his or her discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or the
owner's legal representative to advertise the same in such manner as he shall
require and/or to give bond, with sufficient surety, to the Corporation to
indemnify it against any loss or claim which may arise as a result of the
issuance of a new certificate.

                Section 4. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE.
The Board of Directors may set, in advance, a record date for the purpose of
determining stockholders entitled to notice of or to vote at any meeting of
stockholders or determining stockholders entitled to receive payment of any
dividend or the allotment of any other 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 90 days and, in the case of a meeting of
stockholders, not less than ten days, before the date on which the meeting or
particular action requiring such determination of stockholders of record is to
be held or taken.

                In lieu of fixing a record date, the Board of Directors may
provide that the stock transfer books shall be closed for a stated period but
not longer than 20 days. If the stock transfer books are closed for the purpose
of determining stockholders entitled to notice of or to



                                      -18-

<PAGE>


vote at a meeting of stockholders, such books shall be closed for at least ten
days before the date of such meeting. However, so long as shares of capital
stock of the Corporation are listed on the American Stock Exchange, the Board of
Directors shall not close the transfer books of the Corporation.

                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
other rights shall be the close of business on the day on which the resolution
of the directors, declaring the dividend or allotment of rights, is adopted.

                When a determination of stockholders entitled to vote at any
meeting of stockholders has been made as provided in this section, such
determination shall apply to any adjournment thereof, except when (i) the
determination has been made through the closing of the transfer books and the
stated period of closing has expired or (ii) the meeting is adjourned to a date
more than 120 days after the record date fixed for the original meeting, in
either of which case a new record date shall be determined as set forth herein.

                Section 5. STOCK LEDGER. The Corporation shall maintain at its
principal office or at the office of its counsel, accountants or transfer agent,
an original or duplicate share ledger containing the name and address of each
stockholder and the number of shares of each class held by such stockholder.

                Section 6. FRACTIONAL STOCK; ISSUANCE OF UNITS. The Board of
Directors may issue fractional stock or provide for the issuance of scrip, all
on such terms and under such conditions as they may determine. Notwithstanding
any other provision of the charter or these Bylaws, the Board of Directors may
issue units consisting of different securities of the Corporation. Any security
issued in a unit shall have the same characteristics as any identical securities
issued by the Corporation, except that the Board of Directors may provide that
for a specified period securities of the Corporation issued in such unit may be
transferred on the books of the Corporation only in such unit.



                                  ARTICLE VIII


                                 ACCOUNTING 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.



                                      -19-

<PAGE>



                                   ARTICLE IX



                                  DISTRIBUTIONS


                Section 1. AUTHORIZATION. Dividends and other distributions upon
the stock of the Corporation may be authorized by the Board of Directors,
subject to the provisions of law and the charter of the Corporation. Dividends
and other distributions may be paid in cash, property or stock of the
Corporation, subject to the provisions of law and the charter.

                Section 2. CONTINGENCIES. Before payment of any dividends or
other distributions, there may be set aside out of any assets 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 for contingencies, for equalizing dividends or other distributions,
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 interest of
the Corporation, and the Board of Directors may modify or abolish any such
reserve.



                                    ARTICLE X



                                INVESTMENT POLICY


                Subject to the provisions of the charter of the Corporation, the
Board of Directors may from time to time adopt, amend, revise or terminate any
policy or policies with respect to investments by the Corporation as it shall
deem appropriate in its sole discretion.



                                   ARTICLE XI



                                      SEAL


                Section 1. SEAL. The Board of Directors may authorize the
adoption of a seal by the Corporation. The seal shall contain the name of the
Corporation and the year of its incorporation and the words "Incorporated
Maryland." The Board of Directors may authorize one or more duplicate seals and
provide for the custody thereof.


                Section 2. AFFIXING SEAL. Whenever the Corporation is permitted
or required to affix its seal to a document, it shall be sufficient to meet the
requirements of any law, rule or regulation relating to a seal to place the word
"(SEAL)" adjacent to the signature of the person authorized to execute the
document on behalf of the Corporation.



                                   ARTICLE XII



                     INDEMNIFICATION AND ADVANCE OF EXPENSES


                To the maximum extent permitted by Maryland law in effect from
time to time, the Corporation shall indemnify and, without requiring a
preliminary determination of the ultimate entitlement to indemnification, shall
pay or reimburse reasonable expenses in advance of final disposition of a
proceeding to (a) any individual who is a present or former director or officer
of the Corporation and who is made a party to the proceeding by reason of his or
her service in that



                                      -20-

<PAGE>


capacity or (b) any individual who, while a director of the Corporation and at
the request of the Corporation, serves or has served as a director, officer,
partner or trustee of such corporation, real estate investment trust,
partnership, joint venture, trust, employee benefit plan or other enterprise and
who is made a party to the proceeding by reason of his or her service in that
capacity. The Corporation may, with the approval of its Board of Directors,
provide such indemnification and advance for expenses to a person who served a
predecessor of the Corporation in any of the capacities described in (a) or (b)
above and to any employee or agent of the Corporation or a predecessor of the
Corporation. As a condition to advancing expenses to a director or officer, the
individual seeking such advance shall deliver to the Corporation (a) a written
affirmation by the director or officer of his or her good faith belief that he
or she has met the standard of conduct necessary for indemnification by the
Corporation under applicable law and (b) a written undertaking by or on behalf
of the director or officer to repay the amount advanced by the Corporation if it
shall ultimately be determined that the standard of conduct necessary for
indemnification by the Corporation under applicable law has not been met.

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



                                  ARTICLE XIII


                                WAIVER OF NOTICE


                Whenever any notice is required to be given pursuant to the
charter of the Corporation 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 XIV


                               AMENDMENT OF BYLAWS


                The Board of Directors shall have the exclusive power to adopt,
alter or repeal any provision of these Bylaws and to make new Bylaws.







                                      -21-