<PAGE>
 
                                                                     EXHIBIT 3.2

                            SIGNATURE RESORTS, INC.

                                    BYLAWS
                                    ------

                                   ARTICLE I
                                 STOCKHOLDERS
                                 ------------

Section 1 - ANNUAL MEETING
            --------------

     The annual meeting of the stockholders of the Corporation shall be held at 
such place (within or outside the state of Maryland), date and hour as shall be 
determined by the Board of Directors and designated in the notice thereof.  The 
business to be transacted at the annual meeting shall include the election of 
directors and any other corporate business as may properly come before the 
meeting.  Failure to hold an annual meeting of stockholders at such designated 
time shall not invalidate the Corporation's existence or affect any otherwise 
valid corporate act.

Section 2 - SPECIAL MEETING
            ---------------

     At any time in the intervals between annual meetings, a special meeting of
the stockholders may be called by the President or by the Board of Directors,
and shall be called by the President at the request in writing of stockholders
owning twenty five percent (25%) in amount of the entire capital stock of the
Corporation issued and outstanding and entitled to vote. Such request shall
state the purpose or purposes of the proposed meeting. No business shall be
transacted at a special meeting save that specially named in the notice.

Section 3 - NOTICE OF MEETING
            -----------------

     Not less than ten (10) days nor more than ninety (90) days before the date 
of every stockholders' meeting, 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 by statute, written or printed notice stating the 
date, time and place of the meeting and, in the case of a special meeting, the 
purpose or purposes for which the meeting is called, either by presenting it to 
him personally or by leaving it at his residence or usual place of business 
or by mailing it to him at his address as it appears on the records of the 
Corporation. Notice which is mailed in accordance with the preceding sentence 
shall be deemed to be given at the time when the same shall be deposited in the 
United States mail with postage thereon prepaid. Any stockholder may waive 
notice of any meeting by written waiver filed with the records of the meeting, 
either before or after the holding thereof. The attendance of a stockholder at a
meeting shall constitute a waiver of notice of such meeting, except where a 
stockholder attends a meeting for the express purpose of objecting to the 




<PAGE>
 
transaction of any business because the meeting is not lawfully called or 
convened.

     No business shall be transacted at a special meeting save that specially 
named in the notice.

Section 4 - NOMINATION AND STOCKHOLDER BUSINESS
            -----------------------------------

     (a) Annual Meetings of Stockholders

           (1) Nominations of persons for election to the Board of Directors and
the proposal of business to be considered by stockholders may be made at an 
annual meeting of stockholders (i) pursuant to the Corporation's notice of the 
meeting, (ii) by or at the direction of the Board of Directors or (iii) by any 
stockholder of the Corporation who was a stockholder of record at the time of 
giving of notice provided for in this Section 4(a), who is entitled to vote at 
the meeting and who has complied with the notice procedure set forth in this 
Section 4(a).

           (2) For nominations or other business to be properly brought before 
an annual meeting by a stockholder pursuant to clause (iii) of paragraph (a)(1)
of this Section 4, the stockholder must have given timely notice thereof in 
writing to the secretary of the Corporation. To be timely, a stockholder's 
notice shall be delivered to the secretary at the principal executive offices of
the Corporation not less than 60 days nor more than 90 days prior to the first 
anniversary of the preceding year's annual meeting; provided, however, that in 
the event that the date of the annual meeting is advanced by more than 30 days 
or delayed by more than 60 days from such anniversary date, notice by the 
stockholder to be timely must be so delivered not earlier than the 90th day 
prior to such annual meeting and not later than the close of business on the 
later of the 60th day prior to such annual meeting or the tenth day following 
the day on which public announcement of the date of such meeting is first made.
Such stockholder's notice shall set forth (i) as to each person whom the 
stockholder proposes to nominate for election or reelection as a director all 
information relating to such person that is required to be disclosed in 
solicitations of proxies for election of directors, or is otherwise required, in
each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, 
as amended (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); (ii) as to any other business that the stockholder proposes to bring 
before the meeting, a brief description of the business desired to be brought 
before the meeting, the reasons for conducting such business at the meeting and 
any material interest in such business of such stockholder and of the beneficial
owner, if any, on whose behalf the proposal is made; and (iii) as to the 
stockholder giving the notice and the beneficial owner, if any, on whose behalf 
the
<PAGE>
 
nomination or proposal is made, (x) the name and address of such stockholder, as
they appear on the Corporation's books, and of such beneficial owner and (y) the
class and number of shares of stock of the Corporation which are owned 
beneficially and of record by such stockholder and such beneficial owner.

           (3) Notwithstanding anything in the second sentence of paragraph 
(a)(2) of this Section 4 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 naming all of the nominees for director or specifying the 
size of the increased Board of Directors made by the Corporation at least 70 
days prior to the first anniversary of the preceding year's annual meeting, a 
stockholders' notice required by this Section 4(a) shall also be considered 
timely, but only with respect to nominees for any new positions created by such 
increase, it shall be delivered to the secretary at the principal executive 
offices of the Corporation not later than the close of business on the tenth day
following the day on which such public announcement is first made by the 
Corporation.

     (b) Special Meetings of Stockholders. Only such business shall be conducted
         --------------------------------
at a special meeting of stockholders as shall have been brought before the 
meeting pursuant to the Corporation's notice of meeting. Nominations of persons 
for election to the Board of Directors 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, (ii) by or at the direction of the Board of 
Directors or (iii) 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 at the time of giving of notice 
provided for in this Section 4(b) who is entitled to vote at the meeting and who
complied with the notice procedures set forth in this Section 4(b). 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 required by paragraph (a)(2) of this Section 4(b) shall be 
delivered to the secretary at the principal executive offices of the Corporation
not earlier than the 90th day prior to such special meeting and not later than 
the close of business on the later of the 60th days prior to such special 
meeting or the tenth 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 
Board of Directors to be elected at such meeting.

                                      -3-
<PAGE>
 
     (c) General.
         -------

           (1) Only such persons who are nominated in accordance with the 
procedures set forth in this Section 4 shall be eligible to serve as directors 
and only such business shall be conducted at a meeting of stockholders as shall 
have been brought before the meeting in accordance with the procedures set forth
in this Section 4. The presiding officer of the meeting shall have the power and
duty to determine whether a nomination or any business proposed to be brought 
before the meeting was made in accordance with the procedures set forth in this 
Section 4 and, if any proposed nomination of business is not in compliance with 
this Section 4, to declare that such defective nomination or proposal be 
disregarded.

           (2) For purposes of this Section 4, "public announcement" shall mean 
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable news service or in a document publicly filed by the 
Corporation with the Securities and Exchange Commission pursuant to Section 13, 
14 or 15(d) of the Exchange Act.

           (3) Notwithstanding the foregoing provisions of this Section 4, a 
stockholder shall also comply with all applicable requirements of state law and 
of the Exchange Act and the rules and regulations thereunder with respect to the
matters set forth in this Section 4. Nothing in this Section 4 shall be deemed 
to affect any rights of stockholders to request inclusion of proposals in the 
Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act.

Section 5 - QUORUM
            ------

     At any meeting of stockholders the presence in person or by proxy of 
stockholders entitled to cast a majority of the votes thereat shall constitute a
quorum; but this section shall not affect any requirement under any statute or 
the Articles of Incorporation (the "Articles") of the Corporation for the vote 
necessary for the adoption of any measure. A majority of the votes cast at a 
meeting of stockholders, duly called and at which a quorum is present, shall be 
sufficient to take or authorize action upon any matter which may properly come 
before the meeting unless more than a majority of votes is required by statute, 
by the Charter of the Corporation or by these Bylaws.

     In the absence of a quorum a majority of the shares represented in person 
or by proxy may adjourn the meeting from time to time not more than one hundred 
twenty (120) days without further notice other than by announcement at such 
meeting. At such adjourned meeting at which a quorum shall be present, any 
business may be transacted which might have been transacted at the meeting 
originally called. If the adjournment is for more than thirty (30)

                                      -4-
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days, or if after adjournment a new record date is fixed for the adjourned 
meeting, a notice of the adjourned meeting shall be given to each stockholder 
entitled to vote at the meeting.

Section 6 - VOTING
            ------

     Each share of Voting Common Stock shall be entitled to one (1) vote.

Section 7 - VOTING OF STOCK BY CERTAIN HOLDERS
            ----------------------------------

     Stock registered in the name of a corporation, partnership, trust or other 
entity if entitled to be voted may be voted by the president or vice president, 
a general partner, or trustee thereof as the case may be, or a proxy appointed 
by any of the foregoing individual, unless some other person who has been 
appointed to vote such stock pursuant to a bylaw or a resolution of the board of
directors of such corporation or other entity presents a certified copy of such 
bylaw or resolution, in which case such person may vote such stock.  Any 
director or other fiduciary may vote stock registered in his 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 a stockholder.  The resolutions 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 of 
closing of the stock transfer books, the time after the record date of the stock
transfer books within which the certification must be reviewed 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 certificates.

     Notwithstanding any provision of the Charter of the Corporation or these 
Bylaws, Subtitle 7 of Title 3 of the Maryland

                                      -5-
<PAGE>
 
General Corporation Law ("MGCL") (as the same be hereafter be amended from time 
to time), and/or hereafter acquired or held by Osamu Kaneko, Andrew J. Gessow 
and Steven C. Kenninger and/or any affiliates (as defined in Section 3-601 of 
the MGCL) or associates (as defined in Section 3-701 of the MGCL) of any of the 
foregoing.

Section 8 - PROXIES
            -------

     At all meetings of stockholders, a stockholder may vote the shares owned of
record by him either in person or by proxy executed in writing by the 
stockholder or by his duly authorized attorney in fact.  Such proxy shall be 
filed with the Secretary of the Corporation before or at the time of the 
meeting.  No proxy shall be valid after eleven (11) months from the date of its 
execution, unless otherwise provided in the proxy.

Section 9 - PLACE OF MEETING
            ----------------

     The Board of Directors may designate any place, either within or without 
the State of Maryland, as the place of meeting for any annual or special meeting
of stockholders.  If no designation is made, or if a special meeting be 
otherwise called, the place of the meeting shall be the principal office of the 
Corporation.

Section 10 - INFORMAL ACTION
             ---------------

     Any action required or permitted to be taken at a meeting of stockholders 
may be taken without a meeting if there is filed with the records of 
stockholders meetings a unanimous written consent which sets forth the action 
and is signed by each stockholder entitled to vote on the matter and a written 
waiver of any right to dissent signed by each stockholder entitled to notice of 
the meeting but not entitled to vote thereat.


                                  ARTICLE II
                                   DIRECTORS
                                   ---------

Section 1 - POWERS
            ------

     The business and affairs of the Corporation shall be managed by its Board 
of Directors, which may exercise all of the powers of the Corporation, except 
such as are by statute or by the Charter or Bylaws of the Corporation expressly 
conferred upon or reserved to the stockholders.

Section 2 - NUMBER AND TENURE
            -----------------

     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

                                      -6-
<PAGE>
 
that the number thereof shall not be less than seven (7), nor more than thirteen
(13), and further provided that the tenure of office of a director shall not be 
affected by any decrease in the number of directors.  Pursuant to the Articles, 
the directors have been divided into classes with terms of three years with the 
term of office of one class expiring at the Annual Meeting of Stockholders in 
each year.  Each director shall hold office for the term for which he is elected
and until his successor is elected and qualified, or until his resignation, 
removal (in accordance with the Articles and these Bylaws) or death.

Section 3 - VACANCIES
            ---------

     Any vacancy occurring on the Board of Directors shall be filled by the 
election by the remaining directors at any regular or special meeting, except 
that a vacancy resulting from an increase in the number of directors shall be 
filled by a majority vote of the entire board of board directors.  A director 
elected to fill a vacancy shall be elected for the unexpired term of his 
predecessor in office, provided that a director elected to fill a vacancy 
resulting from an increase in the number of directors shall be elected to serve 
until the next annual meeting of stockholders and until his successor is elected
and qualifies.

Section 4 - REGULAR MEETINGS
            ----------------

     The Board of Directors shall meet for the purpose of the election of 
officers and the transaction of other business as soon as practicable after each
annual meeting of stockholders.  Other regular meetings of the Board of 
Directors shall be held at such times and such places, either within or without 
the State of Maryland, as may be designated from time to time by the President 
or by the Board of Directors.

Section 5 - SPECIAL MEETING
            ---------------

     Special meetings of the Board of Directors may be called by the President 
or by a majority of the directors.  The person or persons authorized to call 
special meetings of the Board of Directors may fix any place, either within or 
without the State of Maryland, as the place for holding the special meeting of 
the Board of Directors called by such person or persons.

Section 6 - NOTICE
            ------

     Notice of every regular or special meeting of the Board shall be given to 
each director at least two (2) days-prior thereto either by written notice 
delivered personally or mailed or telegrammed to his last known business or 
residence address or by personal telephone call.  Notice which is mailed in 
accordance with the preceding sentence shall be deemed to be given at the time 
when

                                      -7-
<PAGE>
 
the same shall be deposited in the United States mail with postage thereon 
prepaid.  Any director may waive notice of any meeting by written waiver filed 
with the records of the meeting, either before or after the holding thereof.  
The attendance of a director at a meeting shall constitute a waiver of notice of
such meeting, except where a director attends a meeting for the express purpose 
of objecting to the transaction of any 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 Board of Directors need be 
specified in the notice or waiver of notice of such meeting.

Section 7 - QUORUM
            ------

     A majority of the Board of Directors shall constitute a quorum for the 
transaction of business, but if less than such quorum is present at a meeting, a
majority of the directors present may adjourn the meeting from time to time 
without further notice other than announcement at the meeting, until a quorum 
shall be present.

Section 8 - MANNER OF ACTING
            ----------------

     The action of a majority of the directors present at a meeting at which a 
quorum is present shall constitute action of the Board of Directors unless the 
concurrence of a greater proportion is required for such action by statute, by 
the Charter of the Corporation or by these Bylaws.

Section 9 - COMPENSATION
            ------------

     By resolution of the Board of Directors a fixed sum and expenses, if any, 
of attendance at each regular or special meeting of the Board of Directors or of
committees hereof, and other compensation for their services as such or on 
committees of the Board of Directors, may be paid to the Directors.  No such 
payment shall preclude any director from serving the Corporation in any other 
capacity and receiving compensation therefor, pursuant to a resolution of the 
Board of Directors.

Section 10 - INFORMAL ACTION
             ---------------

     Any action required or permitted to be taken at any meeting of the Board of
Directors may be taken without a meeting if a written consent to such action is 
signed by all members of the Board of Directors and such written consent is 
filed with the minutes of proceedings of the Board of Directors.

Section 11 - MEETING BY CONFERENCE TELEPHONE
             -------------------------------

     Members of the Board of Directors may participate in a meeting by means of 
a conference telephone or similar communications

                                      -8-
<PAGE>
 
equipment if all persons participating in the meeting can hear each other at the
same time.  Participating in a meeting by such means constitutes presence in 
person at a meeting.

Section 12 - REMOVAL
             -------

     A director may be removed, with or without cause, upon the affirmative vote
of not less than two-thirds (2/3) of the votes entitled to be cast in the 
election of members of the Board of Directors and by the vote required to elect 
a director, the stockholders may fill a vacancy on the Board of Directors 
resulting from removal.

Section 13 - RESIGNATION
             -----------

     A director may resign at any time by giving written notice to the Board of 
Directors, the President or the Secretary of the Corporation.  Unless otherwise 
specified in the notice, the resignation shall take effect upon the receipt 
thereof by the Board of Directors or such officer and the acceptance of such 
resignation shall not be necessary to make it effective.


                                  ARTICLE III
                                  COMMITTEES
                                  ----------

Section 1 - COMMITTEES
            ----------

     The Board of Directors may appoint from among its members an Executive 
Committee and other committees composed of two (2) or more directors and 
delegate to these committees in the intervals between meetings of the Board of 
Directors any of the powers of the Board of Directors, except the power to 
declare dividends or distributions on stock, approve any merger or share 
exchange which does not require stockholder approval, amend the Bylaws, issue 
stock other than as permitted by statute, or recommend to the stockholders any 
action which requires stockholder approval.  Each committee may fix rules of 
procedure for its business.  A majority of the members of a committee shall 
constitute a quorum for the transaction of business and the act of- a majority 
of-those present at a meeting at which a quorum is present shall be the act of
the committee. The members of a committee present at any meeting, whether or not
they constitute a quorum, may appoint a director to act in place of an absent
member. The members of a committee may conduct any meeting thereof by conference
telephone in accordance with the provisions of Article II, Section 11.

Section 2 - MINUTES
            -------

     Each committee shall keep regular minutes of its meetings and report the 
same to the Board of Directors when required.

                                     -9-
<PAGE>
 
Section 3 - INFORMAL ACTION
            ---------------

     Any action required or permitted to be taken at any committee meeting may 
be taken without a meeting if a written consent to such action is signed by all 
of the members of the committee and such written consent is filed with the 
minutes of proceedings of the Board of Directors.

                                  ARTICLE IV
                                   OFFICERS
                                   --------

Section 1 - NUMBER
            ------

     The officers of the Corporation shall include a Chief Executive Officer,
President, any number of Vice Presidents, a Secretary, any number of Assistant
Secretaries, a Treasurer, any number of Assistant Treasurers and may include a
Chairman of the Board (or one or more Chairmen of the Board), a Vice Chairman of
the Board, a Chief Operating Officer, a Chief Financial Officer and such other
officers as the Board of Directors may elect. Any two (2) offices may be held by
the same person, except those of President and Vice President, but no officer
shall execute, acknowledge or verify any instrument in more than one capacity,
if such instrument is required to be executed, acknowledged or verified by any
two (2) or more officers. In addition, the Board of Directors may from time to
time appoint such other officers with such powers and duties as they shall deem
necessary or desirable.

Section 2 - ELECTION AND TENURE
            -------------------

     The officers of the Corporation shall be elected by the Board of Directors 
at the first meeting of the Board of Directors held after each annual meeting of
the stockholders, or as soon after such first meeting as may be convenient, 
except that the Chief Executive Officer may appoint one or more vice presidents,
assistant secretaries and assistant treasurers. Each officer shall hold office
until his successor shall have been duly elected and shall have qualified, or
until his death or until he shall resign or shall have been removed in the
manner hereinafter provided.

     The Board of Directors may, at any time, and from time to time, authorize
the making or adoption by the Corporation of special contracts with an officer
or officers for services of such officer or officers for a fixed period and on
such terms and conditions, and with such powers, duties and compensation, as may
be fixed by such contract, and may elect such officer or officers for such term
or terms as may be specified by such contract.

Section 3 - REMOVAL; RESIGNATION
            -------------------- 

                                     -10-
<PAGE>
 
     Any officer or agent of the Corporation may be removed by the Board of 
Directors whenever, in its Judgment, the best interests of the Corporation will 
be served thereby, but such removal shall be without prejudice to the contract 
rights, if any, of the person so removed. An officer may resign at any time by 
giving written notice to the Board of Directors, the President or the Secretary 
of the Corporation. Unless otherwise specified in the notice, the resignation 
shall take effect upon the receipt thereof by the Board of Directors or such 
officer and the acceptance of such resignation shall not be necessary to make it
effective.

Section 4 - VACANCIES
            ---------

     A vacancy in an office may be filled by the Board of Directors for the 
unexpired portion of the term.

Section 5 - CHIEF EXECUTIVE OFFICER
            -----------------------

     The Board of Directors shall designate a Chief Executive Officer. In the 
absence of such designation, the Chairman of the Board (or, if more than one, 
the co-chairmen of the Board 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 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. In addition, the 
Chief Executive Officer, together with the President, shall have the power to 
determine the cash compensation of employees of the Corporation other than its 
Senior Executive Officers.

Section 6 - 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 7 - 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 of the Chief Executive Officer.

Section 8 - CHAIRMAN OF THE BOARD
            ---------------------

     The Board of Directors may designate a Chairman of the Board (or one or
more co-chairmen of the Board). The Chairman of the Board shall preside over the
meeting of the Board of Directors and

                                     -11-
<PAGE>
 
of the stockholders at which he shall be present. If there be more than one, the
co-chairmen designated by the Board of Directors will perform such duties. The 
Chairman of the Board shall perform such other duties as may be assigned to him 
or them by the Board of Directors.

Section 9 - PRESIDENT
            ---------

     The President shall preside at all meetings of the Board of Directors and 
of the stockholders at which he is present. He shall be the chief executive 
officer of the Corporation and, subject to the control of the Board of 
Directors, shall, in general, supervise and administer all of the business and 
affairs of the Corporation. He may sign and execute all authorized bonds, 
contracts or other obligations in the name of the Corporation. In general, the 
President shall have all powers and shall perform all duties incident to the 
office of President and such as may from time to time be prescribed by the 
Board of Directors.

Section 10 - VICE PRESIDENT
             --------------

     In the absence or incapacity of the President, or in the event of a vacancy
in the office of President, the Vice President, if one (or in the event there be
more than one, the Vice Presidents in the order designated by the Board of 
Directors, or, in the absence of such designation, then in the order of their 
election) shall have the powers and perform the duties of President. A Vice 
President shall also have such powers and perform such duties as may from time 
to time be prescribed by the Board of Directors or by the President. A Vice 
President may have such additional descriptive designations, if any, in his 
title as may be assigned by the Board of Directors.

Section 11 - SECRETARY
             ---------

     The Secretary shall attend all meetings of the Board of Directors and all 
meetings of the stockholders and record all the proceedings of the meetings 
thereof 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 of the Board of Directors, and shall 
perform such other duties incident to the office of Secretary as from time to 
time may be prescribed by the Board of Directors or by the President, under 
whose supervision he shall be. He shall have general charge of the stock ledger 
and custody of the corporate records and of the seal of the Corporation and he, 
or an Assistant Secretary, shall have authority to affix the same to any 
instrument requiring it and when so affixed, it may be attested by his signature
or by the signature of such Assistant Secretary. The Board of Directors may give
general authority to any other officer

                                     -12-
<PAGE>
 
to affix the seal of the Corporation and to attest the affixing by his 
signature.

Section 12 -  ASSISTANT SECRETARY
              -------------------

     The Assistant Secretary, if one (1) (or if there be more than one (1), the 
Assistant Secretaries in the order determined by the Board of Directors, or, in 
the absence of such determination, then in the order of their election) shall, 
in the absence of the Secretary or in the event of his inability or refusal to 
act, perform the duties and exercise the powers of the Secretary and shall 
perform such other duties and have such other powers as the Board of Directors 
may from time to time prescribe.

Section 13 - TREASURER
             ---------
     The Treasurer shall have general charge of the financial affairs of the 
Corporation.  He shall in general have all powers and perform all duties 
incident to the office of Treasurer and such as may from time to time be 
prescribed by the Board of Directors or by the President.

     If required by the Board of Directors, he shall give the Corporation a bond
(which shall be renewed every six (6) years) in such sum and with such surety or
sureties as shall be satisfactory to the Board of Directors for the faithful 
performance of the duties of his office and for the restoration to the 
Corporation, in case of his death, resignation, retirement or removal from 
office, of all books, papers, vouchers, money and other property of whatever 
kind in his possession or under his control belonging to the Corporation.

Section 14 - ASSISTANT TREASURER
             -------------------
     The Assistant Treasurer, if one (1) (or if there shall be more than one
(1), the Assistant Treasurers in the order determined by the Board of Directors,
or if there be no such determination, then in the order of their election),
shall in the absence of the Treasurer or in the event of his inability or
refusal to act, perform the duties and exercise the powers of the Treasurer and
shall perform such other duties and have such other powers as the Board of
Directors may from time to time prescribe.


Section 15 - OTHER OFFICERS
             --------------
     Such other officers as may be elected by the Board of Directors shall have 
such powers and perform such duties as the Board may from time to time 
prescribe.

Section 16 - SALARIES
             --------

                                     -13-
    

<PAGE>
 
     The salaries 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 by 
reason of the fact that he is also a director of the Corporation.

Section 17 - SPECIAL APPOINTMENTS
             --------------------

     In the absence or incapacity of any officer, or in the event of a vacancy 
in any office, the Board of Directors may designate any person to fill any such 
office pro tempore or for any particular purpose.

                                   ARTICLE V
                     CONTRACTS, LOANS, CHECKS AND DEPOSITS
                     -------------------------------------

Section 1 - CONTRACTS
            ---------

     The Board of Directors may authorize any officer or officers, agent or 
agents, to enter into any contract or 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.

Section 2 - LOANS
            -----

     No loans shall be contracted on behalf of the Corporation and no evidence 
of indebtedness shall be issued in its name unless authorized by a resolution of
the Board of Directors. Such authority may be general or confined to specific 
instances.

Section 3 - CHECKS, DRAFTS, ETC.
            --------------------

     All checks, drafts or other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the Corporation, shall be signed
by such officer or officers of the corporation and in such manner as shall from 
time to time be determined by resolution of the Board of Directors.

Section 4 - 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 select.

                                     -14-
<PAGE>
 
                                  ARTICLE VI
                          ISSUE AND TRANSFER OF STOCK
                          ---------------------------

Section 1 - ISSUE
            -----

     Certificates representing shares of the Corporation shall be in such form
as shall be determined by the Board of Directors. Each certificate shall be
signed by the President or a Vice President and countersigned by the Secretary
or an Assistant Secretary, or the Treasurer or an Assistant Treasurer, and shall
be sealed with the corporate seal. The signatures may be either manual or
facsimile signatures; and the seal may be the actual corporate seal or a
facsimile of it or in any other form. All certificates surrendered to the
Corporation for transfer shall be canceled, and no new certificates shall be
issued until the former certificate or certificates for a like number of shares
shall have been surrendered and cancelled, except that in case of a lost,
stolen, destroyed or mutilated certificate, a new one may be issued therefor
upon such terms and indemnity to the Corporation as the Board of Directors may
prescribe.

Section 2 - TRANSFER OF SHARES
            ------------------

     Transfer of shares of the Corporation shall be made only on its stock 
transfer books by the holder of record thereof, or by his attorney thereunto 
authorized by power of attorney duly executed and filed with the Secretary of 
the Corporation, and on surrender for cancellation of the certificate for such 
shares.  The person in whose name shares stand on the books of the Corporation 
shall be deemed to be the owner thereof for all purposes.

Section 3 - STOCK LEDGER
            ------------

     The Corporation shall maintain a stock ledger which contains the name and 
address of each stockholder and the number of shares of stock of each class 
which the stockholder holds.  The stock ledger may be in written form or in any 
form which can be converted within a reasonable time into written form for 
visual inspection.  The original or a duplicate of the stock ledger shall be 
kept at the principal office or the principal executive offices of the 
Corporation in the State of Maryland.

                                  ARTICLE VII
                         FIXING DATE FOR DETERMINATION
                            OF STOCKHOLDERS' RIGHTS
                            -----------------------

     The Board of Directors may fix, in advance, a date as the record date for 
the purpose of determining stockholders entitled to notice of, or to vote at, 
any meeting of stockholders, or stockholders entitled to receive payment of any 
dividend or the 

                                     -15-
<PAGE>
 
allotment of any rights, or in order to make a determination of stockholders for
any other proper purpose.  Only stockholders of record on such date shall be 
entitled to notice of, and to vote at, such meeting or to receive such dividends
or 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. A
determination of stockholders of record entitled to notice of or to vote at a 
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.

                                 ARTICLE VIII
                                  AMENDMENTS
                                  ----------

     Subject to applicable law and the Articles, by affirmative vote of the 
holders of not less than sixty-six and two-thirds percent (66-2/3%) of the 
shares of stock entitled to vote, the stockholders shall have the right to 
adopt, alter and repeal Bylaws.  Subject to the right of the stockholders 
provided in the preceding sentence, the Board of Directors shall have the power 
to adopt, alter and repeal Bylaws.

                                  ARTICLE IX
                                  FISCAL YEAR
                                  -----------

     The fiscal year of the Corporation shall be fixed by resolution of the 
Board of Directors.

                                  ARTICLE IX
                                INDEMNIFICATION
                                ---------------

     The Corporation shall indemnify, in the manner and to the fullest extent 
permitted by law, any person who is or was a party to, or is threatened to be 
made a party to, any threatened, pending or completed action, suit or 
proceeding, whether or not by or in the right of the Corporation and whether 
civil, criminal, administrative, investigative or otherwise, by reason of the 
fact that such person is or was a director or officer of the Corporation, or 
that such person, while an officer or director of the Corporation, is or was 
serving at the request of the Corporation as a director, officer, partner or 
trustee of another corporation, partnership, trust, employee benefit plan or
other enterprise. To the fullest extent permitted by law, the indemnification
provided herein shall include expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement and any such expenses may be paid by the
Corporation in advance of the final disposition of any such action, suit or
proceeding. Upon authorization by the Board of Directors, the Corporation may 
indemnify employees and/or agents of the Corporation to the same

                                     -16-
<PAGE>
 
extent provided herein for directors and officers.  Any repeal or modification 
of any of the foregoing sentences of this Article IX, shall be prospective in 
operation and effect only, and shall not adversely affect any right to 
indemnification or advancement of expenses hereunder existing at the time of any
such repeal or modification.

     The indemnification and reimbursement of expenses provided herein shall not
be deemed to limit the right of the Corporation to indemnify any other person 
against any liability and expenses to the fullest extent permitted by law, nor 
shall it be deemed exclusive of any other right to which any person seeking 
indemnification from the Corporation may be entitled under any agreement, the 
Article, a vote of the stockholders or disinterested directors, or otherwise, 
both as to action in such person's official capacity as an officer or director 
of the Corporation and as to action in another capacity, at the request of the 
Corporation, while acting as an officer or director of the Corporation.

                                     -17-