<PAGE>

                                                                     EXHIBIT 3.3


                             AMENDED AND RESTATED
                                    BYLAWS
                                      OF
                            JDN REALTY CORPORATION

                                   ARTICLE I
                                    OFFICES

         SECTION 1.1. PRINCIPAL OFFICE. The principal office of JDN Realty
Corporation, a Maryland corporation (the "Corporation"), shall be located at
such place in the State of Maryland as the Corporation's Board of Directors may
from time to time designate or as the business of the Corporation may require.

         SECTION 1.2. OTHER OFFICES. The Corporation may also have offices at
such other places within or outside the State of Maryland as the Board of
Directors may from time to time determine or as the business of the Corporation
may require.

                                   ARTICLE II
                          MEETINGS OF THE STOCKHOLDERS

         SECTION 2.1. PLACE OF MEETINGS. Meetings of the stockholders shall be
held at such place within or outside the State of Maryland as shall be specified
in the notice of the meeting or in a waiver thereof.

         SECTION 2.2. ANNUAL MEETING. An annual meeting of the stockholders
shall be held during the month of May of each year on a date and time designated
by the Board of Directors and as set forth in the notice of the meeting, for the
purpose of electing directors (in accordance with Section 3.3) and transacting
such other business as may properly be brought before the meeting. Failure to
hold an annual meeting or to hold such meeting at the time prescribed herein
will not invalidate the Corporation's existence or affect otherwise valid acts
of the Corporation.

         SECTION 2.3. SPECIAL MEETINGS. Special meetings of the stockholders may
be called by the Chairman of the Board, the President, the Board of Directors,
or by such person or persons as may be authorized by the Corporation's Charter
or by these Bylaws. The Secretary of the Corporation shall call a special
meeting of the stockholders on the written request of stockholders entitled to
cast at least a majority of all the votes entitled to be cast at the meeting. A
request for a special meeting shall state the purpose of the meeting and the
matters proposed to be acted on at such meeting. The Secretary shall: (a) inform
the stockholders who make the request for a special meeting of the reasonably
estimated cost of preparing and mailing a notice of and, if applicable, proxy
materials in connection with that meeting; and (b) on payment of these costs to
the Corporation, notify each stockholder entitled to notice of the meeting.
Unless requested by stockholders
<PAGE>

entitled to cast a majority of all the votes entitled to be cast at the meeting,
a special meeting need not be called to consider any matter which is
substantially the same as a matter voted on at any special meeting of the
stockholders held during the preceding 12 months.

         SECTION 2.4. NOTICE. Not less than 10 nor more than 90 days before each
meeting of the stockholders, the Secretary of the Corporation shall give written
notice of the meeting to: (a) each stockholder of record entitled to vote at the
meeting; and (b) each other stockholder entitled by applicable law to notice of
the meeting. The notice shall state the date, time and place of the meeting and
the purpose of the meeting, if the meeting is a special meeting or notice of the
purpose is required by the Maryland General Corporation Law. Notice is given to
a stockholder when it is: (a) personally delivered to the stockholder; (b) left
at the stockholder's residence or usual place of business; (c) mailed to the
stockholder at the stockholder's address as it appears on the records of the
Corporation; or (d) transmitted to the stockholder by electronic mail to any
electronic mail address of the stockholder or by any other electronic means. If
mailed, notice is deemed to be given when deposited in the United States mail,
postage prepaid, and addressed to the stockholder at the stockholder's address
as it appears on the records of the Corporation.

         SECTION 2.5. ORGANIZATION. At every meeting of the stockholders, the
Chairman of the Board, or in the case of a vacancy in the office or absence of
the Chairman of the Board, one of the following persons present in the order
stated: the President, a Vice President, a chairman designated by the Board of
Directors, or a chairman chosen by the stockholders entitled to cast a majority
of the votes that all stockholders present in person or by proxy are entitled to
cast, shall act as chairman of the meeting, and the Secretary, or, in the
Secretary's absence, an Assistant Secretary, if any, or any person appointed by
the chairman of the meeting, shall act as secretary of the meeting.

         SECTION 2.6. QUORUM. The presence in person or by proxy of stockholders
entitled to cast a majority of all the votes entitled to be cast on a matter by
a voting group, shall constitute a quorum at meetings of stockholders except as
otherwise provided by statute or by the Charter with respect to the adoption of
any particular matter. Once a share is represented for any purpose at a meeting
of the stockholders of the Corporation, the holder is deemed present for quorum
purposes for the remainder of the meeting and for any adjournment of that
meeting, unless a new record date is or must be set for that adjourned meeting.

         SECTION 2.7. ADJOURNMENT. If a quorum is not present or represented at
any meeting of the stockholders or for any other reason in the sole discretion
of the chairman of the meeting, the chairman of the meeting shall have the power
to adjourn the meeting from time to time, without further notice other than
announcement at the meeting, to a date not more than 120 days after the original
record date. At such adjourned meeting at which a quorum is present or

                                       2
<PAGE>

represented, any business may be transacted which might have been transacted at
the original meeting.

         SECTION 2.8. MAJORITY RULE. Except with respect to the election of
directors as provided in Section 3.5, a majority of all the votes cast at a
meeting of stockholders at which a quorum is present is sufficient to approve
any matter which properly comes before a meeting of the stockholders, unless the
vote of a greater number is required by the Maryland General Corporation Law,
the Charter or these Bylaws.

         SECTION 2.9. VOTING. Each outstanding share of stock, regardless of
class, is entitled to one vote on each matter submitted to a vote at a meeting
of the stockholders, unless otherwise provided pursuant to the Charter or by the
Maryland General Corporation Law. Voting on any question or in any election may
be by voice vote unless the chairman of the meeting orders otherwise or any
stockholder demands that voting be by ballot.

         SECTION 2.10. PROXIES. Each stockholder entitled to vote at a meeting
of the stockholders or to express consent or dissent to corporate action in
writing without a meeting may authorize another person or persons to act for him
or her by proxy by signing a writing authorizing another person to act as proxy.
Signing may be accomplished by the stockholder or the stockholder's authorized
agent signing the writing or causing the stockholder's signature to be affixed
to the writing by any reasonable means, including facsimile signature. A
stockholder may authorize another person to act as proxy by transmitting, or
authorizing the transmission of, a telegram, cablegram, datagram, electronic
mail or any other electronic or telephonic means to the person authorized to act
as proxy or to any other person authorized to receive the proxy authorization on
behalf of the person authorized to act as the proxy, including a proxy
solicitation firm or proxy support service organization. A copy, facsimile
telecommunication or other reliable reproduction of the writing or transmission
authorized hereunder may be substituted for the original writing or transmission
for any purpose for which the original writing or transmission could be used. A
proxy shall be filed with the Secretary of the Corporation before or at the time
of the meeting. Unless the proxy provides for a longer period, it is not valid
more than 11 months after its date. A duly executed proxy shall be irrevocable
if it conspicuously states that it is irrevocable and if, and only as long as,
it is coupled with an interest sufficient in law to support an irrevocable
power. A proxy may be irrevocable regardless of whether the interest with which
it is coupled is an interest in the stock to be voted under the proxy or another
general interest in the Corporation or its assets or liabilities.

         SECTION 2.11. VOTING OF SHARES BY CERTAIN HOLDERS. Shares 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 shares pursuant to a bylaw or a resolution of the
governing board of such

                                       3
<PAGE>

corporation or other entity or agreement of the partners of the partnership
presents a certified copy of such bylaw, resolution or agreement, in which case
such person may vote such shares. Any trustee or other fiduciary may vote shares
registered in his or her name as such fiduciary, either in person or by proxy.

         Shares of the Corporation directly or indirectly owned by it on the
applicable record date 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. Shares of the Corporation
acquired by it after the applicable record date and before the time of the
meeting may be voted at the meeting by the holders of record as of the record
date and shall be counted in determining the total number of outstanding shares
entitled to be voted at the meeting.

         SECTION 2.12. STOCK LEDGER; LIST OF STOCKHOLDERS. The original or a
duplicate of the Corporation's stock ledger shall be kept at the principal
office of the Corporation's transfer agent and registrar. The officer or agent
who has charge of the stock ledger books of the Corporation shall prepare and
make, at least 10 days before each meeting of the stockholders, a complete list
of the stockholders entitled to vote at such meeting, arranged in alphabetical
order, showing the address of each stockholder and the number of shares
registered in the name of each stockholder. Such list shall be open to the
examination of any stockholder, for any purpose germane to the meeting, during
ordinary business hours for a period of at least 10 days prior to the meeting,
either at a place within the city where the meeting is to be held, which place
shall be specified in the notice of the meeting, or, if not so specified, at the
place where the meeting is to be held. Such list shall also be produced and kept
at the time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present. The stock ledger shall be the only
evidence as to who are the stockholders entitled to examine the stock ledger, to
be included in the list required by this Section 2.12 or to vote in person or by
proxy at any meeting of stockholders.

         SECTION 2.13. INSPECTORS. The Board of Directors may, in advance of any
meeting of the stockholders, appoint one or more inspectors to act at such
meeting or any adjournment thereof. If the inspectors are not so appointed or if
any of them fails to appear or act, the chairman of the meeting may, and on the
request of any stockholder entitled to vote thereat, shall appoint inspectors.
Each inspector, before discharging of his or her duties, shall take and sign an
oath to execute faithfully the duties of inspector at such meeting with strict
impartiality and according to the best of his or her ability. The inspectors
shall determine the number of shares represented at the meeting based on their
determination of the validity and effect of proxies, and the existence of a
quorum, 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 and report

                                       4
<PAGE>

the results, and perform such other acts as are proper to conduct the election
and voting with fairness to all stockholders. On request of the chairman of the
meeting or any stockholder entitled to vote thereat, the inspectors shall make a
report in writing of any challenge, request or matter determined by them and
shall execute a certificate of any fact found by them. If there is more than one
inspector, the report or certificate of a majority of the inspectors 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. No director or candidate for the office of
director shall act as inspector of an election of directors. Inspectors need not
be stockholders.

         SECTION 2.14. ACTION WITHOUT MEETING. Any action required or permitted
to be taken at a meeting of the stockholders may be taken without a meeting if
the following are filed with the records of meetings of the stockholders: (a) a
unanimous written consent which sets forth the action and is signed by each
stockholder entitled to vote on the matter; and (b) a written waiver of any
right to dissent signed by each stockholder entitled to notice of the meeting
but not entitled to vote at such meeting. The affirmative vote of the number of
shares which would be necessary to authorize or take action at a meeting of
stockholders, pursuant to Section 2.8, is the act of the stockholders without a
meeting. Action taken by written consent is effective when the last stockholder
signs the consent, unless the consent specifies a different effective date.

         SECTION 2.15. BUSINESS TO BE TRANSACTED AT ANNUAL MEETINGS.

         (a) Director Nominations. The Board of Directors, or a nominating
committee appointed by the Board of Directors, shall nominate candidates for
election to the Board of Directors to be elected at meetings of stockholders at
which directors are to be elected.

         (b) Other Stockholder Proposals.

             (1) No business shall be transacted at any annual meeting of
         stockholders other than business that is: (i) specified in the
         Corporation's notice of meeting (including stockholder proposals
         included in the Corporation's proxy materials under Rule 14a-8 of
         Regulation 14A or any successor rule ("Rule 14a-8") under the
         Securities Exchange Act of 1934, as amended (the "Exchange Act")), (ii)
         otherwise brought before the meeting by or at the direction of the
         Board of Directors, or (iii) a proper subject for the meeting and which
         is timely submitted by a stockholder of the Corporation who was a
         stockholder of record both at the time of the stockholder's submission
         and at the time of the annual meeting who complies fully with the
         notice requirements set forth in this Section 2.15(b) in addition to
         any other applicable law, rule or regulation applicable to such
         meeting.

             (2) For business to be properly submitted by a stockholder before
         any annual meeting under Section 2.15(b)(1)(iii) above, a stockholder
         must

                                       5
<PAGE>

         give timely notice in writing of such business to the Secretary of the
         Corporation. To be considered timely, a stockholder's notice must be
         received by the Secretary at the principal office of the Corporation
         not earlier than the date which is 120 calendar days nor later than the
         date which is 90 calendar days before the first anniversary of the date
         on which the Corporation first mailed its proxy statement to
         stockholders in connection with the prior year's annual meeting of
         stockholders.

             (3) If the Corporation did not hold an annual meeting during the
         previous year, or if the date of the applicable year's annual meeting
         has been advanced by more than 30 calendar days or delayed by more than
         60 calendar days from the first anniversary of the date of the previous
         year's meeting, then a stockholder's notice must be received by the
         Secretary not earlier than the date which is 120 calendar days before
         date on which the Corporation first mailed its proxy statement to
         stockholders in connection with the applicable year's annual meeting
         and not later than the date of the later to occur of (i) 90 calendar
         days before the date on which the Corporation first mailed its proxy
         statement to stockholders in connection with the applicable year's
         annual meeting of stockholders or (ii) ten calendar days after the
         Corporation's first public announcement of the date of the applicable
         year's annual meeting of stockholders.

             (4) Notwithstanding anything in Section 2.15(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 by the
         Corporation naming all of the nominees for director or specifying the
         size of the increased Board of Directors at least 70 days prior to the
         first anniversary of the preceding year's annual meeting, a
         stockholder's notice required by this Section 2.15(b) shall also be
         considered timely, but only with respect to nominees for any new
         positions created by such increase, if it shall be delivered to the
         Secretary 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.

             (5) A stockholder's notice to the Secretary to submit a nomination
         or other business to an annual meeting of stockholders shall set forth:
         (i) the name and address of the stockholder; (ii) the class and number
         of shares of stock of the Corporation held of record and beneficially
         owned by such stockholder; (iii) the name(s), including any beneficial
         owners, and address(es) of such stockholder(s) in which all such shares
         of stock are registered on the stock transfer books of the Corporation;
         (iv) a representation that the stockholder intends to appear at the
         meeting in person or by proxy to submit the business specified in such
         notice; (v) a brief description of the business desired to be submitted
         to the annual meeting of stockholders, the complete text of any
         resolutions intended to be presented at the annual meeting and the
         reasons for conducting such business at the

                                       6
<PAGE>

         annual meeting of stockholders; (vi) any personal or other material
         interest of the stockholder in the business to be submitted; (vii) 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 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); and (viii) all other information
         relating to the proposed business which may be required to be disclosed
         under applicable law. In addition, a stockholder seeking to submit such
         business at an annual meeting of the stockholders shall promptly
         provide any other information reasonably requested by the Corporation.

         (c) General.

             (1) Only those persons who are nominated in accordance with the
         procedures set forth in this Section 2.15 shall be eligible for
         election as directors at an annual meeting of stockholders. Only
         business brought before the meeting in accordance with the procedures
         set forth in this Section 2.15 shall be conducted at a meeting of
         stockholders. The chairman 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 2.15 and, if the chairman of such meeting
         determines that any proposed nomination or business is not in
         compliance with this Section 2.15, to declare that such defective
         proposal shall be disregarded.

             (2) For purposes of this Section 2.15, "public announcement" shall
         mean disclosure in a press release reported by the Dow Jones News
         Service, Associated Press, Business Wire or comparable news service or
         in a document publicly filed by the Corporation with the Securities and
         Exchange Commission pursuant to the Exchange Act.

             (3) Notwithstanding the foregoing provisions of this Section 2.15,
         a stockholder shall also comply with all applicable requirements of
         state law, the Exchange Act and the rules and regulations thereunder
         with respect to the matters set forth in this Section 2.15.

             (4) Notwithstanding the foregoing provisions of this Section 2.15,
         a stockholder who seeks to have any proposal included in the
         Corporation's proxy materials shall comply with the requirements of
         Rule 14a-8 under the Exchange Act, and nothing in this Section 2.15
         shall be deemed to affect the rights of stockholders to request
         inclusion of proposals in, nor the right of the Corporation to exclude
         proposals from, the Corporation's proxy statement pursuant to Rule
         14a-8 under the Exchange Act.

                                       7
<PAGE>

                                  ARTICLE III
                                   DIRECTORS

         SECTION 3.1. GENERAL POWERS; DIRECTORS HOLDING OVER. The business and
affairs of the Corporation shall be managed under the direction of its Board of
Directors. In case of failure to elect directors at an annual meeting of the
stockholders, the directors holding over shall continue to direct the management
of the business and affairs of the Corporation until their successors are
elected and qualify.

         SECTION 3.2. NUMBER. Except as set forth below, the number of directors
of the Corporation shall be not less than three nor more than nine, as
determined from time to time by the Board of Directors of the Corporation, who
shall, subject to Section 3.3 below, be elected at the annual meeting of
stockholders, except in the case of any initial directors named in the Charter
and except as provided below. If at any time the Corporation has less than three
stockholders, the number of directors of the Corporation may be less than three
but not less than the number of stockholders. Any action by the Board of
Directors or stockholders to reduce the number of directors shall not affect the
tenure of office of any director.

         SECTION 3.3. CLASSES. The Board of Directors of the Corporation shall
be classified into three classes, equal or approximately equal in number. If the
number of directors is not divisible evenly by three, the Board of Directors
shall determine the number of directors to be in each class, with each class to
be approximately equal in number. Each director in Class 1 shall serve for an
initial term ending at the annual meeting of stockholders in 1995 and until his
or her successor is elected and qualified; each director in Class 2 shall serve
for an initial term ending at the annual meeting of the stockholders in 1996 and
until his or her successor is elected and qualified; and each director in Class
3 shall serve for an initial term ending at the annual meeting of stockholders
in 1997 and until his or her successor is elected and qualified. After the
respective initial terms of the classes indicated, each such class of directors
shall be elected for successive terms ending at the annual meeting of
stockholders the third year after election and until his or her successor is
elected and qualified.

         SECTION 3.4. INDEPENDENT DIRECTORS. At least a majority of the entire
Board of Directors shall be Independent Directors, as hereinafter defined. An
Independent Director shall mean a director who is not (a) an officer or employee
of the Corporation; (b) the beneficial owner of five percent or more of any
class of equity securities of the Corporation, or of any entity that controls,
is controlled by or is under common control with the Corporation; or (c) a
person who has a member of his or her immediate family who has one of the
foregoing relationships with the Corporation.

         SECTION 3.5. ELECTION AND TENURE. Each director shall be elected by a
plurality of all the votes cast at a meeting of stockholders at which a quorum
is present, and each director elected shall hold office until the end of his or
her term as

                                       8
<PAGE>

provided herein, and until his or her successor is elected and qualified or
until his or her earlier resignation or removal. Each share of stock 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. Stockholders shall not have any
cumulative voting rights.

         SECTION 3.6. QUALIFICATIONS. Each director of the Corporation shall
have the qualifications required by the Charter or these Bylaws. Directors need
not be residents of the State of Maryland or stockholders of the Corporation.

         SECTION 3.7. REMOVAL. Any director may be removed (a) by stockholders
in accordance with the requirements of the Charter; or (b) by the unanimous vote
of all of the other members of the Board of Directors.

         SECTION 3.8. VACANCIES. The stockholders may elect a successor to fill
any vacancy on the Board of Directors which results from the removal of a
director. A director elected by the stockholders to fill a vacancy which results
from the removal of a director serves for the balance of the term of the removed
director and until such director's successor is elected and qualifies. A
majority of the remaining directors, whether or not sufficient to constitute a
quorum, may fill a vacancy on the Board of Directors that results from any cause
except an increase in the authorized number of directors. A majority of the
entire Board of Directors may fill a vacancy which results from an increase in
the number of directors and, subject to Section 3.3, determine the class of such
additional director or directors. A director elected by the Board of Directors
to fill a vacancy serves until the next annual meeting of the stockholders and
until such director's successor is elected and qualifies.

         SECTION 3.9. LACK OF DIRECTORS. If at any time, by reason of death or
resignation or other cause, the Corporation should have no directors in office,
then any officer or any stockholder or an executor, administrator, trustee or
guardian of a stockholder, or other fiduciary entrusted with like responsibility
for the person or estate of a stockholder may call a special meeting of
stockholders in accordance with the provisions of the Charter or these Bylaws,
and an election of directors may be held in the manner provided by the Charter,
these Bylaws or the Maryland General Corporation Law.

         SECTION 3.10. RESIGNATION. A director may resign at any time by
delivering written notice to the Corporation, the Board of Directors, the
Chairman of the Board or the President. A resignation is effective when notice
is delivered, unless the notice specifies a later effective date.

         SECTION 3.11. QUORUM. A majority of the entire Board of Directors shall
constitute a quorum for the transaction of business. If a quorum shall not be
present at any meeting of the Board of Directors, a majority of the directors
present may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.

                                       9
<PAGE>

         SECTION 3.12. ANNUAL MEETING. The annual meeting of the Board of
Directors for the purpose of electing officers and transacting such other
business as may be brought before the meeting shall be held each year as soon as
reasonably practicable following the annual meeting of stockholders. No notice
of such meeting shall be necessary in order to legally constitute the meeting,
provided a quorum is present. Annual meetings may be held at such places, within
or outside the State of Maryland, as may from time to time be determined by the
Board of Directors.

         SECTION 3.13. REGULAR MEETINGS. Regular meetings of the Board of
Directors may be held without notice at such places, within or outside the State
of Maryland, on such dates and at such times as may from time to time be
determined by the Board of Directors.

         SECTION 3.14. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by the Chairman of the Board or the President and shall
be called by the Secretary on the written request of two directors. Notice of
special meetings of the Board of Directors shall be given to each director at
least two days prior to the meeting. Notice need not be in writing. Neither the
business to be transacted at, nor the purpose of, any special meeting of the
Board of Directors need be specified in the notice or waiver of notice of such
meeting. Such meetings shall be held at such places, within or outside the State
of Maryland, on such dates and at such times as may be stated in the notice.

         SECTION 3.15. ACTION WITHOUT MEETING. Any action required or permitted
to be taken at a meeting of the Board of Directors or of a committee of the
Board of Directors may be taken without a meeting, if a unanimous written
consent which sets forth the action is: (a) signed by each member of the Board
of Directors or committee; and (b) filed with the minutes of proceedings of the
Board of Directors or committee. The affirmative vote of the number of directors
that would be necessary to authorize or take action at a meeting, pursuant to
Section 3.18, is the act of the Board of Directors without a meeting. Action
taken by written consent is effective when the last director signs the consent
unless the consent specifies a different effective date.

         SECTION 3.16. MEETINGS BY TELEPHONE. Members of the Board of Directors
or any committee may participate in a meeting by means of a conference telephone
or similar communications equipment, provided all persons participating in the
meeting can hear each other at the same time. A director participating in such a
meeting is deemed to be present in person at the meeting.

         SECTION 3.17. MAJORITY RULE. The action of a majority of the directors
present at a meeting at which a quorum is present is the action of the Board of
Directors unless the Charter, these Bylaws or the Maryland General Corporation
Law requires a greater proportion.

         SECTION 3.18. INTERESTED DIRECTOR TRANSACTIONS. No contract or
transaction (including, without limitation, a property acquisition or
disposition)

                                       10
<PAGE>

between the Corporation and any of its directors, or between the Corporation and
any other corporation, firm or entity in which any of its directors is a
director, or has a material financial interest, shall be void or voidable solely
for this reason, or solely because the director is present at the meeting of the
Board of Directors or committee which authorizes, approves or ratifies the
contract or transaction, or solely because his or their votes are counted for
such purpose, if the requirements of Section 2-419(b)(1) of the Maryland General
Corporation Law are complied with or the contract or transaction is fair and
reasonable to the Corporation. Common or interested directors or the stock owned
by them or by an interested corporation, firm or other entity may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or
of a committee or at a meeting of stockholders, as the case may be, at which the
contract or transaction is authorized, approved or ratified.

         SECTION 3.19. COMPENSATION. The Board of Directors shall have the
authority to fix the compensation of directors. The Board of Directors may
delegate this authority to its Compensation Committee as set forth in Section
4.5. Such compensation may include stock options, restricted stock or other
securities awarded under a plan approved by the Board of Directors and the
stockholders of the Corporation. Directors shall be entitled to reimbursement
for any reasonable expenses incurred in attending meetings and otherwise
carrying out their duties.

         SECTION 3.20. ORGANIZATION. At every meeting of the Board of Directors,
the Chairman of the Board, or in the case of a vacancy in the office or absence
of the Chairman of the Board, the President or, in the absence of the President,
a chairman chosen by a majority of the directors present, shall act as chairman
of the meeting, and the Secretary, or, in the absence of the Secretary, an
Assistant Secretary, if any, or any other person appointed by the chairman of
the meeting, shall act as secretary of the meeting.

                                  ARTICLE IV
                                  COMMITTEES

         SECTION 4.1. APPOINTMENTS AND POWERS. The Corporation shall have an
Executive Committee, Audit Committee and a Compensation Committee. Each of the
Audit Committee and the Compensation Committee shall have as members no less
than two Independent Directors. In addition, the Board of Directors may, by
resolution or resolutions passed by a majority of the whole Board of Directors,
designate one or more other committees composed of one or more directors. The
Board of Directors may designate one or more directors as alternative members of
a committee who may replace any absent or disqualified member at any meeting of
the committee. Such alternate members shall not be counted for purposes of
determining a quorum unless acting for an absent or disqualified member, in
which case they shall be counted in the place of the absent or disqualified
member. The committee, to the extent provided in said resolution or resolutions
or in these Bylaws, shall have and may exercise the powers of the Board of
Directors in the

                                       11
<PAGE>

management of the business and affairs of the Corporation and may have power to
authorize the seal of the Corporation to be affixed to all papers which may
require it, except that a committee may not: (i) authorize dividends on shares
of the Corporation's common stock; (ii) amend these Bylaws; (iii) approve any
merger or share exchange which does not require stockholder approval; or
(iv) authorize or approve the issuance or sale or contract for sale of shares
except that if the Board of Directors has given general authorization for the
issuance of stock providing for or establishing a method or procedure for
determining the maximum number of shares to be issued, such committee may
authorize or fix the terms and conditions of stock subject to classification or
reclassification and the terms on which any stock may be issued in accordance
with that general authorization or any stock option or other plan or program
adopted by the Board of Directors. Such committee or committees shall have such
name or names as may be stated in these Bylaws or as may be determined from time
to time by resolution adopted by the Board of Directors. Committees may set
their own policies and procedures to the extent consistent with the Maryland
General Corporation Law.

         SECTION 4.2. MINUTES. Committees shall keep regular minutes of their
proceedings and report the same to the Board of Directors when required.

         SECTION 4.3. EXECUTIVE COMMITTEE. The Executive Committee shall act in
the absence of the Board of Directors and shall be delegated all of the powers
of the Board of Directors except as limited by the Maryland General Corporation
Law.

         SECTION 4.4. AUDIT COMMITTEE. The Audit Committee shall have the
special duties described below:

         (a) The Audit Committee shall select and engage on behalf of the
Corporation and fix the compensation of, a firm of independent certified public
accountants whose duty it shall be to audit the books and accounts of the
Corporation and its subsidiaries for the fiscal year in which they are
appointed, and who shall report to such Audit Committee.

         (b) The Audit Committee shall confer with the independent certified
public accountants and shall determine, and from time to time shall report to
the Board of Directors upon, the plans and results of the auditing of the books
and accounts of the Corporation.

         (c) The Audit Committee shall review the services provided by, the
independence of, and the fees charged by the independent certified public
accountant, and from time to time shall report upon the same to the Board of
Directors.

         (d) The Audit Committee shall review the adequacy of the Corporation's
internal accounting controls, and from time to time shall report upon the same
to the Board of Directors.

                                       12
<PAGE>

         (e) The Audit Committee shall have such other powers as may be
delegated by the Board of Directors from time to time.

         None of the members of the Audit Committee shall be officers or
employees of the Corporation.

         SECTION 4.5. COMPENSATION COMMITTEE. The Compensation Committee shall
establish a general compensation policy for the Corporation, shall (subject to
any delegated authority under Section 3.19) approve increases in directors'
fees, and shall approve increases in salaries paid to officers and senior
employees earning in excess of an annual base salary of one-hundred fifty
thousand dollars ($150,000.00). The Compensation Committee shall have all the
powers of administration under all of the Corporation's employee benefit plans,
including any stock compensation plans, bonus plans, retirement plans, stock
purchase plans and medical, dental and insurance plans. In connection therewith,
the Compensation Committee shall determine, subject to the provision of the
Corporation's plans, the directors, officers and employees of the Corporation
eligible to participate in any of the plans, the extent of such participation
and terms and conditions under which benefits may be vested, received or
exercised.

                                   ARTICLE V
                                    NOTICES

         SECTION 5.1. NOTICE. Except as is otherwise specifically provided
herein, notices to stockholders and directors, shall specify the date, time and
place of the meeting. Notice is given to a stockholder as provided in Section
2.4. Notice is given to a director when it is: (a) personally delivered or
communicated by telephone to the director; (b) left at the director's residence
or usual place of business; (c) mailed to the director at the director's address
as it appears on the records of the Corporation; or (d) transmitted to the
director by electronic mail to any electronic mail address of the director or by
any other electronic means. If mailed, notice is deemed to be given when
deposited in the United States mail, postage prepaid, and addressed to the
director at the director's address as it appears on the records of the
Corporation.

         SECTION 5.2. WAIVER OF NOTICE. Whenever any notice of the time, place
or purpose of a meeting is required to be given to any stockholder or director
under the Maryland General Corporation Law, the Charter or these Bylaws, a
written waiver, signed by the person entitled to notice and delivered to the
Corporation and filed with the Corporation's minutes or records, whether before
or after the time stated therein, shall be deemed equivalent to notice. Neither
the business to be transacted at, nor the purpose of, any regular or special
meeting of the stockholders, Board of Directors or members of a committee of the
Board of Directors need be specified in any written waiver of notice unless
required by the Charter, these Bylaws or the Maryland General Corporation Law.

                                       13
<PAGE>

         SECTION 5.3. ATTENDANCE CONSTITUTES WAIVER. Attendance of a person at a
regular or special meeting of the stockholders, the Board of Directors or any
committee thereof in person or by proxy shall constitute a waiver of notice of
such meeting, except when the person attends a meeting for the express purpose
of objecting at the beginning of the meeting to the transaction of any business
because the meeting is not lawfully called or convened.

                                  ARTICLE VI
                                   OFFICERS

         SECTION 6.1. OFFICERS. The officers of the Corporation shall consist of
a President, Secretary and Treasurer, and may include a Chairman of the Board,
Vice Chairman of the Board, a Chief Executive Officer, one or more Vice
Presidents (any one or more of which may be designated as a senior or executive
vice president), a Chief Financial Officer and one or more assistant vice
presidents, assistant treasurers, assistant controllers and assistant
secretaries, each of whom shall be elected by the Board of Directors. 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.
Any number of offices may be held by the same person except the offices of
President and Vice President shall not be held by the same person concurrently.

         SECTION 6.2. ELECTION. At the first meeting of the Board of Directors
following the annual meeting of stockholders, or as soon thereafter as is
conveniently possible, the Board of Directors shall elect a President, Secretary
and a Treasurer and such other additional officers, assistant officers and
agents as may be deemed necessary may be elected by the Board of Directors. The
Board of Directors may elect officers at such additional times as it deems
advisable. The election or appointment of an officer shall not by itself create
contract rights.

         SECTION 6.3. REMOVAL. If the Board of Directors in its judgment finds
that the best interests of the Corporation will be served, it may remove any
officer or agent of the Corporation. The removal of an officer or agent does not
prejudice any of his or her contract rights.

         SECTION 6.4. TERM OF OFFICE; RESIGNATION. An officer of the Corporation
shall serve for the term provided within any applicable contract for employment
or, absent such contract, shall serve until his or her successor is elected and
qualified or until his or her earlier resignation or removal. Any officer may
resign at any time upon written notice to the Corporation. A resignation is
effective when the notice is delivered, unless the notice specifies a later
effective date. If a resignation is made effective at a later date and the
Corporation accepts such later date, the Board of Directors may fill the pending
vacancy before the effective date if it provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the Corporation's contract rights, if any, with the officer. Any vacancy
occurring in any office of the Corporation by death, resignation,

                                       14
<PAGE>

removal or otherwise shall be filled by the Board of Directors or by such
officer or agent of the Corporation to whom the Board of Directors may expressly
delegate such authority.

         SECTION 6.5. CHAIRMAN OF THE BOARD. The Chairman of the Board shall be
chosen from among the members of the Board of Directors, shall be the Chief
Executive Officer of the Corporation, shall perform such duties as may be
delegated by the Board of Directors and shall preside at all meetings of the
stockholders and the Board of Directors. The Chairman of the Board shall have
general powers and duties of supervision and management usually vested in the
office of chairman of the board and chief executive officer of a corporation,
including the authority to make contracts on behalf of Corporation in the
ordinary course of the Corporation's business. The Chairman of the Board shall
have general supervision, direction and control of the business of the
Corporation, and shall see that all orders and resolutions of the Board of
Directors are carried into effect. The Chairman of the Board shall execute
bonds, mortgages and other contracts of the Corporation, except where required
or permitted by law to be otherwise signed and executed, and except where the
signing and execution thereof shall be expressly delegated by the Board of
Directors to some other officer or agent of the Corporation. The Chairman of the
Board shall have such powers and duties as usually pertain to such office,
except as the same may be modified by the Board of Directors.

         SECTION 6.6. PRESIDENT. The President shall have general powers and
duties of supervision and management usually vested in the office of president
of a corporation, including the authority to make contracts on behalf of the
Corporation in the ordinary course of the Corporation's business. The President
shall have general supervision, direction and control of the business of the
Corporation, and shall see that all orders and resolutions of the Board of
Directors are carried into effect. In the absence of the Chairman of the Board,
the President shall preside at all meetings of the stockholders and the Board of
Directors. The President shall execute bonds, mortgages and other contracts,
except where required or permitted by law to be otherwise signed and executed,
and except where the signing and execution thereof shall be expressly delegated
by the Board of Directors to some other officer or agent of the Corporation. The
President shall have the power to appoint, remove and suspend subordinate
officers, agents and factors upon such terms and conditions as he deems
reasonable and appropriate. The President shall have such powers and duties as
usually pertain to such office, except as the same may be modified by the Board
of Directors.

         SECTION 6.7. CHIEF FINANCIAL OFFICER. The Board of Directors may
designate a Chief Financial Officer from among the elected officers. Said
officer will have the responsibilities and duties as set forth by the Board of
Directors or the Chief Executive Officer.

         SECTION 6.8. VICE PRESIDENTS. The Vice Presidents shall, in the absence
or disability of the President, perform the duties and exercise the powers of
the President as determined by the Board of Directors. They shall perform such
other

                                       15
<PAGE>

duties and have such other powers as the Board of Directors may from time to
time prescribe or as the Chief Executive Officer or President may from time to
time delegate.

         SECTION 6.9. SECRETARY. The Secretary shall attend all meetings of the
Board of Directors and stockholders, and record all the proceedings of such
meetings in a book to be kept for that purpose. The Secretary shall give, or
cause to be given, notice of all meetings of the stockholders and special
meetings of the Board of Directors, and shall perform such other duties and have
such other powers as the Board of Directors may from time to time prescribe or
as the Chief Executive Officer or President may from time to time delegate.

         SECTION 6.10. ASSISTANT SECRETARIES. The Assistant Secretaries shall,
in the absence or disability of the Secretary, perform the duties and exercise
the power of the Secretary as determined by the Board of Directors. They shall
perform such other duties and have such other powers as the Board of Directors
may from time to time prescribe or as the Chief Executive Officer or President
may from time to time delegate.

         SECTION 6.11. TREASURER. The Treasurer shall have custody of the
corporate funds and securities, 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. 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 the Board of Directors at
its regular meetings, or when the Board of Directors so requires, an account of
all his or her transactions as Treasurer and of the financial condition of the
Corporation. The Treasurer shall perform such other duties and have such other
authority and powers as the Board of Directors may from time to time prescribe
or as the Chief Executive Officer or President may from time to time delegate.

         SECTION 6.12. ASSISTANT TREASURERS. The Assistant Treasurers shall, in
the absence or disability of the Treasurer, perform the duties and exercise the
powers of the Treasurer as determined by the Board of Directors. They shall
perform such other duties and have such other powers as the Board of Directors
may from time to time prescribe or the Chief Executive Officer or President may
from time to time delegate.

                                  ARTICLE VII
                                    SHARES

         SECTION 7.1. CERTIFICATES FOR SHARES. The shares of the Corporation
shall be represented by certificates which shall be in a form approved by the
Board of Directors and contain such information as may be required by the
Maryland

                                       16
<PAGE>

General Corporation Law or any securities exchanges on which any shares of the
Corporation may be listed.

         SECTION 7.2. FACSIMILE SIGNATURES. Any or all the signatures on the
certificate may be facsimiles. In case any officer who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to be
such officer before such certificate is issued, it may be issued by the
Corporation with the same effect as if he or she were such officer at the date
of issue.

         SECTION 7.3. LOST, STOLEN OR DESTROYED CERTIFICATES. The Board of
Directors may determine the conditions for issuing a new stock certificate in
place of any certificate issued by the Corporation which is alleged to have been
lost, stolen or destroyed. The Board of Directors may require the owner of the
lost, stolen or destroyed certificate to give to the Corporation a bond with
sufficient surety to indemnify the Corporation against any loss or claim arising
as a result of the issuance of a new certificate. The issuance of a new
certificate under this Section 7.3 does not constitute an over issue of the
shares it represents.

         SECTION 7.4. TRANSFER OF SHARES. Upon surrender to the Corporation or
the transfer agent of the Corporation of a certificate for shares duly endorsed
or accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.

         SECTION 7.5. RECORD DATE FOR NOTICE AND VOTING. For the purpose of
determining stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, the Board of Directors may set a record
date or direct that the stock transfer books be closed for a stated period for
the purpose of making any proper determination with respect to stockholders. The
record date shall be not more than 90 days nor less than 10 days before the date
on which the action requiring the determination will be taken. The transfer
books may not be closed for a period longer than 20 days. If no record date is
fixed by the Board of Directors, the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be the later
of: (a) the close of business on the day on which notice of the meeting is
mailed; or (b) the 30th day before the meeting. 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 not more than 120 days after the
original record date; provided, however, that the Board of Directors may fix a
new record date of the adjourned meeting.

         SECTION 7.6. RECORD DATE FOR DIVIDENDS. For the purpose of determining
stockholders entitled to receive payment of any dividend or an allotment of any
rights, the record date is such date as is determined by the Board of Directors
in accordance with Section 2-511 of the Maryland General Corporation Law.

         SECTION 7.7. STOCKHOLDERS OF RECORD. The Corporation shall be entitled
to recognize the exclusive rights of a person registered on its books as the
owner of

                                       17
<PAGE>

shares to receive dividends, and to vote as such owner, and shall not be bound
to recognize any equitable or other claim to or interest in such share or shares
on the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of the State of
Maryland.

         SECTION 7.8. DENIAL OF PREEMPTIVE RIGHTS. No stockholder shall have any
preemptive right to subscribe to an additional issue of stock or to any security
convertible into such stock unless, and except to the extent that, such right is
expressly granted pursuant to the Charter.

                                 ARTICLE VIII
                              GENERAL PROVISIONS

         SECTION 8.1. DIVIDENDS AND DISTRIBUTIONS. Subject to the provisions of
the Charter and the Maryland General Corporation Law, the Board of Directors of
the Corporation may, at any regular or special meeting, authorize the payment of
dividends and other distributions upon the capital stock of the Corporation, as
and when the Board of Directors may deem expedient. Dividends and other
distributions may be paid in cash, property or shares of the Corporation,
subject to the provisions of Maryland General Corporation Law and the Charter.

         SECTION 8.2. CHECKS, DRAFTS, AND NOTES. All checks, drafts or other
orders for the payment of money, notes or other evidences of indebtedness of the
Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

         SECTION 8.3. FISCAL YEAR. The fiscal year of the Corporation shall be
the calendar year, unless otherwise fixed by the Board of Directors.

         SECTION 8.4. ANNUAL STATEMENT OF AFFAIRS. The President, or any other
executive officer of the Corporation designated by the Board of Directors, shall
prepare annually a full and correct statement of the affairs of the Corporation,
to include a balance sheet and a financial statement of operations for the
preceding fiscal year. The statement of affairs shall be submitted at the annual
meeting of stockholders and, within 20 days after such meeting, placed on file
at the principal office of the Corporation.

         SECTION 8.5. STATEMENTS FROM STOCKHOLDERS. In order to maintain its
status as a real estate investment trust under the Internal Revenue Code of
1986, as amended (the "Code"), the Corporation shall demand annual written
statements from those stockholders of record disclosing the actual owners of the
shares of the Corporation to the extent required by Treasury Regulation Section
1.857-8(d). Such written statements from stockholders of record shall be
demanded by the Corporation within 30 days after the close of the Corporation's
taxable year. A list of the persons failing or refusing to comply in whole or in
part with the Corporation's demand for statements shall be maintained as part of
the

                                       18
<PAGE>

Corporation's records. The Corporation shall also maintain, within the Internal
Revenue District in which it is required to file its federal income tax return,
permanent records showing the information it has received as to actual ownership
of those shares and a list of those persons failing or refusing to comply with
that demand. Stockholders of the Corporation shall comply with the Corporation's
demand for statements pursuant to Section 857 of the Code.

                                  ARTICLE IX
                                  AMENDMENTS

         The Board of Directors may amend or repeal any provision of these
Bylaws without the consent of the stockholders, unless (i) the Charter or the
Maryland General Corporation Law reserves this power exclusively to the
stockholders; or (ii) the stockholders, in amending or repealing a particular
bylaw, provide expressly that the Board of Directors may not amend or repeal
that particular bylaw. Notwithstanding any of the provisions of these Bylaws
(and notwithstanding the fact that a lesser percentage may be specified by law,
or these Bylaws) the affirmative vote of the holders of at least eighty percent
(80%) of the common stock and, if any, preferred stock entitled to vote, voting
together as a single class, shall be required in order for the stockholders to
amend or repeal any provision of these Bylaws.

                                   ARTICLE X
                                EMERGENCY BYLAW

         In the event that a quorum of directors cannot be readily assembled
because of a catastrophic event, the Board of Directors may take action by the
affirmative vote of a majority of those directors present at a meeting and may
exercise any emergency power granted to a board of directors under the Maryland
General Corporation Law not inconsistent with this bylaw. If less than three
regularly elected directors are present, the director present having the
greatest seniority as a director may appoint one or more persons (not to exceed
the number most recently fixed by the Board pursuant to Section 3.2) from among
the officers or other executive employees of the Corporation to serve as
substitute directors. If no regularly elected director is present, the officer
present having the greatest seniority as an officer shall serve as a substitute
director, shall appoint up to four additional persons from among the officers or
other executive employees of the Corporation to serve as substitute directors.
Special meetings of the Board of Directors may be called in an emergency by the
director or, if no director is present at the Corporation's principal offices,
by the officer present having the greatest seniority as an officer.

                                       19