Exhibit 3.2

GTA-IB, LLC

AMENDED AND RESTATED OPERATING AGREEMENT

In accordance with Section 608.423(1), Florida Statutes, the undersigned sole Member of GTA-IB, LLC, a Florida limited liability company (the "Company") hereby adopts this Operating Agreement effective as of the 12th day of November, 2004.

SECTION I

FORMATION AND OFFICES

1.1Formation.Pursuant to the Florida Limited Liability Company Act ("Act"), an authorized representative of
the sole Member has formed a Florida limited liability company by filing Articles of Organization ("Articles") with the Florida Secretary of State with the express business purpose as therein set
forth. The Member shall execute or cause to be executed all amendments to Articles, and do all filing, recording and other acts, as may be appropriate under the Act.

1.2Offices.The Company shall have such offices as stated in the Articles, or as the Manager(s) may determine
from time to time.

1.3Registered Office and Registered Agent.The location of the registered office and the name of the registered
agent of the Company in the State of Florida shall be as stated in the Articles, or as shall be determined from time to time by the Manager(s).

SECTION II

DEFINITIONS AND SCOPE

2.1Terms.Unless otherwise stated herein, all terms shall have the same meaning as contained in the Act.

2.2Scope of Operating Agreement.To the extent not otherwise provided for in this Operating Agreement, all
matters relating to the Company and any interest therein shall be governed by Chapter 608 of the Florida Statutes as amended from time to time or any successor statute.

SECTION III

MEMBER ACTIONS

Any action required or permitted to be taken at a meeting of the sole Member shall be considered validly taken if evidenced by one or more written consents
describing the action to be taken and signed by such Member.

SECTION IV

MANAGEMENT AND CONTROL

4.1Powers of the Manager(s).Except as otherwise expressly provided in this Operating Agreement, all of the
business and affairs of the Company shall be managed by or under the direction of the Manager if one or more Managers are appointed or otherwise by the Member. The sole Member may appoint one or more
officers in addition to or in lieu of Manager(s) who shall manage the business as if such officer(s) were Manager(s). All provisions of this Operating Agreement relating to Manager(s) shall also
pertain to officers.

4.2Election and Term.The initial Manager shall be appointed by the sole Member. The initial Manager shall be
appointed by the sole Member. The initial Manager shall hold office until his successor(s) have been elected and qualified or until his earlier resignation, removal from office, or death. At the first
annual meeting of the sole Member and at each annual meeting thereafter, the Member shall elect Manager(s) to hold office until the next succeeding annual meeting. Each Manager

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shall
hold office for the term for which such Manager is elected and until such Manager's successor is elected and qualifies or until such Manager's earlier resignation, removal from office, or death.

4.3Limitation on Powers of Manager(s).Notwithstanding anything to the contrary contained in this Operating
Agreement, no Manager may, without the approval of the sole Member:



4.4Number, Appointment and Tenure of Manager(s).    The initial Manager(s) of the Company shall be as set forth in
Section 4.2. The Member from time to time may fix the number of Manager(s) and appoint such other Manager(s) as the Member deems appropriate.

4.5Removal and Resignation of a Manager.



4.6Quorum and Voting.A majority of the Manager(s) constitutes a quorum for the transaction of business. The
act of the majority of the Manager(s) is the act of the Manager(s). Notwithstanding the above, any person appointed as President by the Member is hereby authorized to independently bind the Company as
to third parties subject only to Article 4.3 hereof and any other restrictions imposed by the Member from time to time in writing.

4.7Meetings.A regular meeting of the Manager(s) shall be held without notice, immediately after and at the
same place as the annual meeting of the sole Member, if any. The Manager(s) may provide, by resolution, the time and place for the holding of additional regular meetings without notice other than the
resolution. Special meetings of the Manager(s) may be called by or at the request of any Manager. Written notice of the time and place of special meetings of the Manager(s) shall be given to each
Manager by either personal delivery or by first class United States mail, telegram, or cablegram at least two days before the meeting. Notice of a meeting of the Manager(s) need not be given to any
Manager who signs a waiver of notice either before or after the meeting. Attendance of a Manager at a meeting constitutes a waiver of notice of the meeting and all objections to the time and place of
the meeting, or the manner in which it has been called or convened, except when the Manager states, at the beginning of the meeting, or promptly upon arrival at the meeting, any objection to the
transaction of business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Manager(s) need be
specified in the notice or waiver of notice of the meeting. A majority of the Manager(s) present, whether or not a quorum exists, may adjourn any meeting of the Manager(s) to another time and place.
Notice of any adjourned meeting shall be given to the Manager(s) who were not present at the time of the

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adjournment
and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other Manager(s).

4.8Action Without Meeting.Any action required or permitted to be taken at any meeting of Manager(s) may be
taken without a meeting if the action is evidenced by one or more written consents describing the action to be taken, signed by each and every Manager eligible to vote.

4.9Audit Committee.



SECTION V

LIABILITY AND INDEMNIFICATION

5.1Liability of Member.



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5.2Indemnification.The Committee Members and the Manager(s) and their Affiliates and their respective
stockholders, directors, officers, partners, agents, employees, heirs, and personal representatives (individually, an "Indemnitee") shall be indemnified and held harmless by the Company from and
against any and all losses, claims, damages, liabilities, expenses (including legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands,
actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Indemnitee may be involved, or threatened to be involved, as a party or otherwise by reason of the fact
that such Persons is or was a Committee Member, Manager, or an Affiliate thereof or a stockholder, director, officer, agent, partner or employee thereof, which relates to or arises out of the Company,
its assets, business or affairs, if in each of the foregoing cases (i) the Indemnitee acted in good faith and in a manner such Indemnitee believed to be in, or not opposed to, the best
interests of the Company, and, with respect to any criminal proceeding, had no reasonable cause to believe such Indemnitee's conduct was unlawful and (ii) the Indemnitee's conduct did not
constitute gross negligence or willful or wanton misconduct. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere, or its
equivalent, shall not, of itself, create a presumption that the Indemnitee acted in a manner contrary to that specified in
(i) or (ii) above. Any indemnification
pursuant to this Section V shall be made only out of the assets of the Company and no Manager, Member, or Committee Member shall have any personal liability on account thereof.

5.3Expenses.Expenses (including reasonable legal fees) incurred by an Indemnitee in defending or investigating
any actual or threatened claim, demand, action, suit or proceeding described in Subsection 5.2 shall, from time to time, be advanced by the Company prior to the final disposition of such claim,
demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it shall be determined that the Indemnitee is not entitled to
be indemnified as authorized in this Section V.

5.4Non-Exclusivity.The indemnification and advancement of expenses provided by, or granted
pursuant to, this Section V shall not be exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any statute, the Articles, this
Operating Agreement, any other agreement, the consent of the sole Member a policy of insurance, or otherwise, and shall not limit in any way any right that the Company may have to make additional
indemnifications with respect to the same or different persons or classes of persons. The indemnification and advancement of expenses provided by, or granted pursuant to, this Section V shall
continue as to a Person who has ceased to be Manager or Committee Member and shall inure to the benefit of the heirs, executors, administrators, successors, and assigns of such a Person.

5.5Insurance.Upon the approval of the Member, the Company may purchase and maintain insurance on behalf of the
Committee Members or Manager(s) against any liability asserted against them and incurred by them in such capacity, or arising out of their status as Committee Members or Manager(s), whether or not the
Company would have the power to indemnify them against such liability under this Section V.

5.6Reliance by Manager(s).In discharging his or her duties, any Committee Member or Manager, when acting in
good faith, may rely upon information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by (a) one or more officers
or employees of the Company whom the Manager or Committee Member reasonably believes to be reliable and competent in the matters presented, (b) counsel, public accountants, or other persons as
to matters that the Manager or Committee Member believes to be within that person's professional or expert competence, or (c) a committee of Manager(s) upon which a Manager or Committee Member
does not serve, duly designated according to law, as to matters within its designated authority, if the Manager or Committee Member reasonably believes that the committee is competent.

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SECTION VI

TRANSFERS OF INTERESTS

6.1Transfer Permitted.A Member may transfer its interest in the Company at any time without restriction.

6.2Additional Members.After the formation of the Company, any Person acceptable to the Manager(s) and the sole
Member may become an Additional Member of the Company for such consideration the Manager(s) shall determine. No Additional Member shall be entitled to any retroactive allocation of losses, income or
expense deductions incurred by the Company.

SECTION VII

DISSOLUTION AND TERMINATION

7.1Events Causing Dissolution.The Company shall be dissolved upon the first to occur of the following events:



7.2Cash Distributions Upon Dissolution.



SECTION VIII

ACCOUNTING AND BANK ACCOUNTS

8.1Fiscal Year and Accounting Method.The fiscal year and taxable year of the Company shall be the same as the
fiscal year of the sole Member unless otherwise designated by the Manager(s) and approved by the Member. The Manager(s) shall also determine the accounting method to be used by the Company.

8.2Books and Records.



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8.3Financial Reports.As soon as reasonably practicable after the end of each fiscal year of the Company, the
Company shall cause to be prepared and delivered to the Member all information with respect to the Company necessary for the Member's federal and state income tax returns.

8.4Tax Returns and Elections.The Company shall cause to be prepared and timely filed all federal, state and
local income tax returns or other returns or statements required by applicable law. The Company shall claim all deductions and make such elections for federal or state income tax purposes which the
Manager(s) reasonably believe will produce the most favorable tax results for the Member. Unless otherwise designated by the Member, the Company shall be considered a sole proprietorship for federal
and state income taxes (where applicable).

8.5Bank Accounts.All funds of the Company shall be deposited in a separate bank, money market or similar
account(s) approved by the Manager(s) and in the Company's name. Withdrawals therefrom shall be made only by persons authorized to do so by the Manager(s).

SECTION IX

MISCELLANEOUS

9.1Title to Assets.Title to all assets acquired by the Company shall be held in the name of the Company. The
Member shall not individually have any ownership interest or rights in the assets of the Company.

9.2Nature of Interest in the Company.A Member's interest shall be personal property for all purposes.

9.3Amendment.Except as otherwise expressly provided elsewhere in this Operating Agreement, this Operating
Agreement shall not be altered, modified or changed except by a written document duly executed by the Member at the time of such alteration, modification or change.

9.4No Third Party Rights.None of the provisions contained in this Operating Agreement shall be for the benefit
of or enforceable by any third parties, including creditors of the Company.

9.5Severability.In the event any provision of this Operating Agreement is held to be illegal, invalid or
unenforceable to any extent, the legality, validity and enforceability of the remainder of this Operating Agreement shall not be affected thereby and shall remain in full force and effect and shall be
enforced to the greatest extent permitted by law.

9.6Binding Agreement.Subject to the restrictions on the disposition of Interests herein contained, the
provisions of this Operating Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective heirs, personal representatives, successors and permitted assigns.

9.7Headings.The headings of the Articles and sections of this Operating Agreement are for convenience only and
shall not be considered in construing or interpreting any of the terms or provisions hereof.

9.8Interpretation.Except as otherwise provided herein, to the extent provisions or terms of this Operating
Agreement are subject to varying interpretations or constructions, the parties intend that such provisions and terms be interpreted consistent and in accordance with any similar provisions and terms
set forth in Chapter 608, Florida Statutes as amended from time to time or any successor statute.

9.9Governing Law.This Operating Agreement shall be construed according to and governed by the laws of the
State of Florida.

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This
Operating Agreement is executed as of the date first written above.

| |  | GOLF TRUST OF AMERICA, L.P.
| |  | ---------------------------
| |  | By:                        
| |  | By:                        
| |  | Name: W. Bradley Blair II  
| |  | Title: President           

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SCHEDULE A TO
OPERATING AGREEMENT OF

GTA-IB, LLC

Member Name

Membership InterestGOLF TRUST OF AMERICA, L.P.

100%


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