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                                                                     Exhibit 3.3

                              AMENDED AND RESTATED
                                     BYLAWS
                                       OF
                             JDN REALTY CORPORATION
                            ADOPTED NOVEMBER 27, 2001

                                    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 Chief Executive Officer or 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 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,

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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 Chief
Executive Officer or, in the case of a vacancy in the office or absence of the
Chief Executive Officer, one of the following persons present in the order
stated: the 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
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.

                                      -2-

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     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 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 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

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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 Nominating Committee 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 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

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          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
          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.

                                   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,

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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. To be
deemed an "Independent Director" in any calendar year, a director would have to
satisfy the following qualifications:

          (a) has not been employed by the Corporation in an executive capacity
within the last five calendar years;

          (b) has not received, during the current calendar year or any of the
three immediately preceding calendar years, remuneration, directly or
indirectly, other than de minimis remuneration, as a result of service as, or
being affiliated with an entity that serves as: (i) an advisor, consultant, or
legal counsel to the Corporation or to a member of the Corporation's senior
management; or (ii) a significant customer or supplier of the Corporation;

          (c) has no personal services contract(s) with the Corporation or any
member of the Corporation's senior management;

          (d) is not affiliated with a not-for-profit entity that receives
significant contributions from the Corporation;

          (e) during the current calendar year or any of the three immediately
preceding calendar years, has not had any business relationship with the
Corporation for which the Corporation has been required to make disclosure under
Regulation S-K promulgated by the Securities and Exchange Commission, other than
for service as a director or for which relationship no more than de minimus
remuneration was received in any one such year;

          (f) is not employed by a public company at which an executive officer
of the Corporation serves as a director;

          (g) has not had any of the relationships described in subsections
(a)-(f) above, with any Affiliate of the Corporation; "Affiliate" means (i) any
person or entity of which the subject party owns, directly or indirectly, more
than fifty percent (50%) of the issued and outstanding voting stock or in which
the subject party owns, directly or indirectly, more than a fifty percent (50%)
interest; (ii) any person or entity controlled, directly or indirectly, through
one or more intermediaries, by the subject party, (iii) any person or entity
controlling the subject party, directly or indirectly, through one or more
intermediaries, or (iv) any person or entity controlled by a person or entity
controlling the subject party, directly or indirectly, through one or more
intermediaries.

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          (h) is not 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;

          (i) is not a member of the immediate family of any person described in
subsections (a)-(h) above; and

          (j) is deemed to have received remuneration, directly or indirectly,
if remuneration, other than de minimis remuneration, was paid by the
Corporation, its subsidiaries, or Affiliates, to any entity in which the
director has a beneficial ownership interest of five percent or more, or to an
entity by which the director is employed or self-employed other than as a
director.

          For purposes of this Section 3.4, remuneration is deemed de minimis
remuneration if such remuneration is $60,000 or less in any calendar year, or if
such remuneration is paid to an entity, it (a) did not for the calendar year
exceed the lesser of $3 million, or one percent of the gross revenues of the
entity; and (b) did not directly result in an increase in the compensation
received by the director from that entity..

     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 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, the Chief Executive Officer 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

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<PAGE>

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.

     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. In addition, the Board of Directors shall hold an executive
session at least one time each year at which employee directors are not present.

     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 Chief Executive Officer 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) 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

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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.

     Section 3.21. Performance Criteria. The Board of Directors shall establish
performance criteria for itself and evaluate itself on an annual basis. The
Board of Directors' evaluations shall include an assessment of whether the Board
of Directors has the necessary diversity of skills, backgrounds, experiences,
etc. to meet the Corporation's ongoing needs, which evaluation shall include
high standards for in-person attendance at Board of Directors and committee
meetings and consideration of absences.

                                   ARTICLE IV
                                   COMMITTEES

     Section 4.1. Appointments and Powers. The Corporation shall have an
Executive Committee, Audit Committee, Compensation Committee and Nominating
Committee. Each of the Audit Committee, Compensation Committee, Executive
Committee and Nominating Committee shall be composed entirely of Independent
Directors. Each of the Executive, Audit and Compensation Committees shall have
standing authorization, on its own decision, to retain legal and/or other
advisors of its choice as it deems advisable in order for its members to
discharge their fiduciary duties, which advisors shall report directly to such
committee. 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, a majority of which shall be
Independent 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 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. The Chairman of the Executive Committee is responsible for coordinating the
activities of the Independent Directors. In addition to the duties of all Board
members

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(which shall not be limited or diminished by this role), the specific
responsibilities of the Chairman of the Executive Committee are as follows:

          (a) provide the Chairman of the Board with input as to the preparation
of agendas for the meetings of the Board of Directors and all committees
thereof;

          (b) consult with the Chairman of the Board concerning the retention of
consultants who report directly to the Board of Directors;

          (c) coordinate, develop the agenda for, and moderate executive
sessions of, the Independent Directors; and

          (d) recommend to the Board of Directors the membership of the various
committees of the Board of Directors.

     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.

          (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, and shall have the
delegated authority pursuant to Section 3.19 to approve increases in directors'
fees. 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.

     Section 4.6. Nominating Committee. At least one member of the Nominating
Committee shall meet with each candidate for election to the Board of Directors
without non-Independent Directors or management present and then shall recommend
whether or not such individual shall be nominated for election to the Board of
Directors.

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<PAGE>

                                    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.

     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.

     If a director has not been designated as Chairman of the Board, or if the
designated Chairman of the Board is not present, the Board of Directors shall
elect a Chairman of the Board from among its members to serve as Chairman of the
Board of Directors. The Chairman of the Board shall preside at all meetings of
the Board of Directors, and shall have such other powers as the Board of
Directors may determine.

     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.

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<PAGE>

     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, 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  Chief Executive Officer. The Chief Executive Officer shall
perform such duties as may be delegated by the Board of Directors. The Chief
Executive Officer shall have general powers and duties of supervision and
management usually vested in the office of chief executive officer of a
corporation, including the authority to make contracts on behalf of the
Corporation in the ordinary course of the Corporation's business. The Chief
Executive Officer 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 Chief Executive Officer
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
Chief Executive Officer 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 shall
designate a Chief Financial Officer from among the elected officers. In addition
to the duties set forth herein, said officer will have the responsibilities and
duties as set forth by the Board of Directors or the Chief Executive Officer. At
each regularly scheduled Board of Directors meeting following each quarter end,
the Chief Financial Officer or his designee shall provide a report as to the
Corporation's financial condition and prospects, including but not limited to, a
discussion of all reasons for material increases in expenses and liabilities, if
any, and material decreases in revenues and earnings, if any, management plans
for ameliorating or reversing such negative trends and the success or failure of
any such plans presented in the past. The Chief Financial Officer shall also be
responsible for ensuring that the Corporation's related party transactions and
expense reporting policy (which policy shall conform to the requirements of
Generally Accepted Accounting Principles in effect from time to time) is
implemented and utilized throughout the Corporation. The Chief Financial Officer
shall report to the Board of Directors on a semi-annual basis regarding the
implementation and operation of this policy. The Chief Financial Officer shall
ensure that the Corporation's related party transactions and expense reporting
policy is distributed to each employee of the Corporation who records or reviews
such transactions and/or expenses. Any questions regarding that policy, or its
application, shall be directed to the Chief Financial Officer.

     Section 6.8. Vice Presidents. The Vice Presidents shall, in the absence or
disability of the

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<PAGE>

President, perform the duties and exercise the powers of the President 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 6.9.  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
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.

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<PAGE>

     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 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

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<PAGE>

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 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.

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