<PAGE>   1

                                                                     EXHIBIT 3.2

                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                              WINSTON HOTELS, INC.


<PAGE>   2

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S>                   <C>                                                                                         <C>
ARTICLE I             Offices...................................................................................   1
         Section 1.        Principal Office.....................................................................   1
         Section 2.        Additional Offices ..................................................................   1
         Section 3.        Fiscal and Taxable Years.............................................................   1

ARTICLE II            Definitions...............................................................................   1

ARTICLE III           Meetings of Shareholders..................................................................   3

         Section 1.        Place ...............................................................................   3
         Section 2.        Annual Meeting.......................................................................   3
         Section 3.        Special Meetings.....................................................................   3
         Section 4.        Notice...............................................................................   4
         Section 5.        Scope of Notice......................................................................   4
         Section 6.        Organization.........................................................................   4
         Section 7.        Quorum...............................................................................   5
         Section 8.        Voting...............................................................................   5
         Section 9.        Proxies .............................................................................   6
         Section 10.       Voting of Shares by Certain Holders..................................................   6
         Section 11.       Inspectors...........................................................................   7
         Section 12.       Determination of Shareholders of Record..............................................   7
         Section 13.       Action Without a Meeting.............................................................   8
         Section 14.       Voting by Ballot ....................................................................   8

ARTICLE IV            Directors.................................................................................   8

         Section 1.        General Powers ......................................................................   8
         Section 2.        Number, Tenure and Qualifications....................................................   9
         Section 3.        Changes in Number; Vacancies.........................................................   9
         Section 4.        Resignations.........................................................................  10
         Section 5.        Removal of Directors ................................................................  10
         Section 6.        Annual and Regular Meetings .........................................................  10
         Section 7.        Special Meetings.....................................................................  11
         Section 8.        Notice ..............................................................................  11
         Section 9.        Quorum ..............................................................................  11
         Section 10.       Voting ..............................................................................  12
         Section 11.       Telephone Meetings...................................................................  12
         Section 12.       Action Without a Meeting ............................................................  13
         Section 13.       Compensation ........................................................................  13
         Section 14.       Policies and Resolutions ............................................................  13
</TABLE>


                                       i

<PAGE>   3

<TABLE>
<S>                   <C>                                                                                         <C>
ARTICLE V             Committees................................................................................  14

         Section 1.        Committees of the Board .............................................................  14
         Section 2.        Telephone Meetings ..................................................................  15
         Section 3.        Action By Committees Without a Meeting...............................................  15

ARTICLE VI            Officers..................................................................................  16

         Section 1.        General Provisions...................................................................  16
         Section 2.        Subordinate Officers, Committees and Agents..........................................  16
         Section 3.        Removal and Resignation..............................................................  17
         Section 4.        Vacancies............................................................................  17
         Section 5.        General Powers.......................................................................  17
         Section 6.        Chief Executive Officer..............................................................  17
         Section 7.        Chief Operating Officer..............................................................  18
         Section 8.        Chairman and Vice Chairman of the Board..............................................  18
         Section 9.        President............................................................................  18
         Section 10.       Vice Presidents......................................................................  18
         Section 11.       Secretary............................................................................  19
         Section 12.       Treasurer............................................................................  19
         Section 13.       Assistant Secretaries and Assistant Treasurers.......................................  20
         Section 14.       Salaries ............................................................................  20

ARTICLE VII           Contracts, Notes, Checks and Deposits.....................................................  20

         Section 1.        Contracts............................................................................  20
         Section 2.        Checks and Drafts....................................................................  21
         Section 3.        Deposits.............................................................................  21

ARTICLE VIII          Shares of Stock...........................................................................  21

         Section 1.        Certificates of Stock................................................................  21
         Section 2.        Lost Certificate.....................................................................  22
         Section 3.        Transfer Agents and Registrars.......................................................  22
         Section 4.        Transfer of Stock....................................................................  22
         Section 5.        Stock Ledger.........................................................................  23

ARTICLE IX            Dividends ................................................................................  23

         Section 1.        Declaration..........................................................................  23
         Section 2.        Contingencies........................................................................  24

ARTICLE X             Seal......................................................................................  24

         Section 1.        Seal.................................................................................  24
</TABLE>


                                       ii

<PAGE>   4

<TABLE>
<S>      <C>          <C>  <C>                                                                                    <C>
         Section 2.        Affixing Seal........................................................................  24

ARTICLE XI            Waiver of Notice..........................................................................  25

ARTICLE XII           Amendment of Bylaws.......................................................................  25

         Section 1.        By Directors.........................................................................  25
         Section 2.        By Shareholders......................................................................  25

ARTICLE XIII          North Carolina Anti-Takeover Laws.........................................................  26

         Section 1.        Opt-Out of North Carolina Shareholder Protection Act.................................  26
         Section 2.        Opt-Out of North Carolina Control Share Acquisition Act..............................  26
</TABLE>


                                       iii
<PAGE>   5

                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                              WINSTON HOTELS, INC.

         THE BOARD OF DIRECTORS OF WINSTON HOTELS, INC. (THE "CORPORATION")
WISHES TO AMEND AND RESTATE THE BYLAWS OF THE CORPORATION IN THEIR ENTIRETY, AS
FOLLOWS:

                                    ARTICLE I

                                     Offices

         Section 1.        Principal Office. The principal office of the
Corporation in the State of North Carolina shall be located in Cary or at any
other place or places as the Board of Directors may designate.
         Section 2.       Additional Offices. The Corporation may have
additional offices at such places as the Board of Directors may from time to
time determine or the business of the Corporation may require.
         Section 3.        Fiscal and Taxable Years. The fiscal and taxable
years of the Corporation shall begin on January 1 and end on December 31.

                                   ARTICLE II

                                   Definitions

         For purposes of these Bylaws, the following words shall have the
meanings set forth below:


<PAGE>   6

                  (a)      "Affiliate" of a person shall mean (i) any person
that, directly or indirectly, controls or is controlled by or is under common
control with such person, (ii) any other person that owns, beneficially,
directly or indirectly, five percent (5%) or more of the outstanding capital
stock, shares or equity interests of such person, or (iii) any officer,
director, employee, partner or trustee of such person or any person controlling,
controlled by or under common control with such person (excluding trustees and
persons serving in similar capacities who are not otherwise an Affiliate of such
person). The term "person" means and includes individuals, corporations, general
and limited partnerships, stock companies or associations, joint ventures,
associations, companies, trusts, banks, trust companies, land trusts, business
trusts, or other entities and governments and agencies and political
subdivisions thereof. For the purposes of this definition, "control" (including
the correlative meanings of the terms "controlled by" and "under common control
with"), as used with respect to any person, shall mean the possession, directly
or indirectly, of the power to direct or cause the direction of the management
and policies of such person, through the ownership of voting securities,
partnership interests or other equity interests.
                  (b)      "Independent Director" shall mean a Director of the
Corporation who is not an officer or employee of the Corporation or an Affiliate
of (i) any advisor to the Corporation, (ii) any lessee of any of the
Corporation's properties, (iii) any subsidiary of the Corporation or (iv) any
partnership which is an Affiliate of the Corporation.


                                       2
<PAGE>   7

                                   ARTICLE III
                            Meetings of Shareholders

         Section 1.        Place. All meetings of shareholders shall be held at
2029 Century Drive, Raleigh, Wake County, North Carolina 27612, or at such other
place within the United States as shall be stated in the notice of the meeting.
         Section 2.        Annual Meeting. The President or the Board of
Directors may fix the time of the annual meeting of the shareholders for the
election of Directors and the transaction of any business as may be properly
brought before the meeting, but if no such date and time is fixed by the
President or the Board of Directors, the meeting for any calendar year shall be
held on the fourth Thursday in May, if that day is not a legal holiday. If that
day is a legal holiday, the annual meeting shall be held on the next succeeding
business day that is not a legal holiday. Failure to hold an annual meeting does
not invalidate the Corporation's existence or affect any otherwise valid
corporate acts.
         Section 3.        Special Meetings. The President, a majority of the
Board of Directors or a majority of the Independent Directors may call special
meetings of the shareholders. Special meetings of shareholders also shall be
called by the Secretary upon the written request of the holders of shares
entitled to cast not less than ten percent (10%) of all the votes entitled to be
cast at such meeting. Such request shall state the purpose of such meeting and
the matters proposed to be acted on at such meeting. The Secretary shall inform
such shareholders of the reasonably estimated cost of preparing and mailing
notice of the meeting and, upon payment to the Corporation of such costs, the
Secretary shall give notice to each shareholder entitled to notice of the
meeting. Unless requested by shareholders entitled to cast a majority of all the
votes entitled


                                       3
<PAGE>   8

to be cast at such 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 shareholders held during the preceding twelve months.
         Section 4.        Notice. Not less than 10 nor more than 60 days before
each meeting of shareholders, the Secretary shall give to each shareholder
entitled to vote at such meeting and to each shareholder not entitled to vote
who is entitled to notice of the meeting, written or printed notice stating the
time and place of the meeting and, in the case of a special meeting or as
otherwise may be required by statute, the purpose for which the meeting is
called, either by mail or by presenting it to such shareholder personally or by
leaving it at his residence or usual place of business. If mailed, such notice
shall be deemed to be given when deposited in the United States mail addressed
to the shareholder at his post office address as it appears on the records of
the Corporation, with postage thereon prepaid.
         Section 5.        Scope of Notice. No business shall be transacted at a
special meeting of shareholders except that specifically designated in the
notice. Any business of the Corporation may be transacted at the annual meeting
without being specifically designated in the notice, except such business as is
required by statute to be stated in such notice.
         Section 6.        Organization. At every meeting of the shareholders,
the Chairman of the Board, if there be one, shall conduct the meeting or, in the
case of vacancy in office or absence of the Chairman of the Board, one of the
following officers present shall conduct the meeting in the order stated: the
Vice Chairman of the Board, if there be one, the President, the Vice-Presidents
in their order of rank and seniority, or a Chairman chosen by the shareholders
entitled to cast a majority of the votes which all shareholders present in
person or by proxy are entitled to cast, shall act as Chairman, and the
Secretary, or, in his absence, an assistant secretary, or in the


                                       4
<PAGE>   9

absence of both the Secretary and assistant secretaries, a person appointed by
the Chairman shall act as Secretary.
         Section 7.        Quorum. At any meeting of shareholders, the presence
in person or by proxy of shareholders entitled to cast a majority of all the
votes entitled to be cast at such meeting shall constitute a quorum; but this
Section 7 shall not affect any requirement under any statute, the Charter or
these Bylaws for the vote necessary for the adoption of any measure. If such
quorum shall not be present at any meeting of the shareholders, the shareholders
representing a majority of the shares entitled to vote at such meeting, present
in person or by proxy, may vote to adjourn the meeting from time to time to a
date not more than 120 days after the original record date without notice other
than announcement at the meeting until such quorum shall be present. At such
adjourned meeting at which a quorum shall be present, any business may be
transacted which might have been transacted at the meeting as originally
notified. Any meeting at which Directors are to be elected shall be adjourned
only from day to day, as may be directed by shareholders representing a majority
of the shares who are present in person or by proxy and who are entitled to vote
on the election of Directors.
         Section 8.        Voting. A plurality of all the votes cast at a
meeting of shareholders duly called and at which a quorum is present shall be
sufficient to elect a director. There shall be no cumulative voting. 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. A majority of
the votes cast at a meeting of shareholders duly called and at which a quorum is
present shall be sufficient to approve any other matter which may properly come
before the meeting, unless more than a majority of the votes cast is required by
statute, by the Charter or by these Bylaws. Each


                                       5
<PAGE>   10

shareholder of record shall have the right, at every meeting of shareholders, to
one vote for each share held, except shares which are the subject of a
redemption notice as provided in the Charter.
         Section 9.        Proxies. A shareholder may vote the shares of stock
owned of record by him, either in person or by proxy executed in writing by the
shareholder or by his duly authorized attorney in fact. Such proxy shall be
filed with the Secretary of the Corporation before or at the time of the
meeting. No proxy shall be valid after eleven months from the date of its
execution, unless otherwise provided in the proxy.
         Section 10.       Voting of Shares by Certain Holders. Shares
registered in the name of another corporation, if entitled to be voted, may be
voted by the president, a vice president or a proxy appointed by the president
or a vice president of such other corporation, unless some other person who has
been appointed to vote such shares pursuant to a bylaw or a resolution of the
board of directors of such other corporation presents a certified copy of such
bylaw or resolution, in which case such person may vote such shares. Any
fiduciary may vote shares registered in his name as such fiduciary, either in
person or by proxy.
         Shares of its own stock indirectly owned by this Corporation shall not
be voted at any meeting and shall not be counted in determining the total number
of outstanding shares entitled to be voted at any given time, unless they are
held by it in a fiduciary capacity, in which case they may be voted and shall be
counted in determining the total number of outstanding shares at any given time.
         The Board of Directors may adopt by resolution a procedure by which a
shareholder may certify in writing to the Corporation that any shares of stock
registered in the name of the shareholder are held for the account of a
specified person other than the shareholder. The resolution shall set forth the
class of shareholders who may make the certification, the purpose


                                       6
<PAGE>   11

for which the certification may be made, the form of certification and the
information to be contained in it; if the certification is with respect to a
record date or closing of the stock transfer books, the time after the record
date or closing of the stock transfer books within which the certification must
be received by the Corporation; and any other provisions with respect to the
procedure which the Board of Directors considers necessary or desirable. On
receipt of such certification, the person specified in the certification shall
be regarded as, for the purposes set forth in the certification, the shareholder
of record of the specified stock in place of the shareholder who makes the
certification.
         Section 11.       Inspectors. At any meeting of shareholders, the
Chairman of the meeting may, or upon the request of any shareholder shall,
appoint one or more persons as inspectors for such meeting. Such inspectors
shall ascertain and report the number of shares represented at the meeting based
upon their determination of the validity and effect of proxies, count all votes,
report the results and perform such other acts as are proper to conduct the
election and voting with impartiality and fairness to all the shareholders.
         Each report of an inspector shall be in writing and signed by him or by
a majority of them if there is more than one inspector acting at such meeting.
If there is more than one inspector, the report of a majority shall be the
report of the inspectors. The report of the inspector or inspectors on the
number of shares represented at the meeting and the results of the voting shall
be prima facie evidence thereof.
         Section 12.       Determination of Shareholders of Record. The Board of
Directors shall fix a date, not more than seventy (70) nor less than ten (10)
days preceding the date of any meeting of shareholders, and not more than ninety
(90) days preceding the date fixed for the payment of any dividend or
distribution, or the date for the allotment of rights, or the date when any
change


                                       7
<PAGE>   12

or conversion or exchange of shares will be made or go into effect, as a record
date for the determination of the shareholders entitled to notice of, or to vote
at, any such meeting, or entitled to receive any such dividend or distribution
or allotment of rights, or to exercise the rights in respect to any such change,
conversion or exchange of shares.
         When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this Section 12, such determination
shall apply to any adjournment thereof unless the meeting is adjourned to a date
more than 120 days after the record date fixed for the original meeting, in
which case the Board of Directors shall fix a new record date.
         Section 13.       Action Without a Meeting. Any action required or
permitted to be taken at a meeting of shareholders may be taken without a
meeting if a consent in writing, setting forth such action, is signed by each
shareholder entitled to vote on the matter and any other shareholder entitled to
notice of a meeting of shareholders (but not to vote thereat) has waived in
writing any right to dissent from such action, and such consent and waiver are
filed with the minutes of proceedings of the shareholders.
         Section 14.       Voting by Ballot. Voting on any question or in any
election may be viva voce unless the presiding officer shall order or any
shareholder shall demand that voting be by ballot.

                                   ARTICLE IV

                                    Directors

         Section 1.        General Powers. The Board of Directors shall have
full power to conduct, manage, and direct the business and affairs of the
Corporation, and all powers of the Corporation, except those specifically
reserved or granted to the shareholders by statute or by the Charter or


                                       8
<PAGE>   13

these Bylaws, shall be exercised by, or under the authority of, the Board of
Directors. Unless otherwise agreed between the Corporation and the Director,
each individual Director, including each Independent Director, may engage in
other business activities of the type conducted by the Corporation and is not
required to present to the Corporation any investment opportunities presented to
them even though the investment opportunities may be within the scope of the
Corporation's investment policies.
         Section 2.        Number, Tenure and Qualifications. The number of
Directors of the Corporation shall be not less than three (3) nor more than nine
(9). At any regular meeting or at any special meeting called for that purpose,
at least 80% of the members of the entire Board of Directors may establish,
increase or decrease the number of Directors, provided that the number thereof
shall never be less than the minimum number required by the North Carolina
Business Act and further provided that the tenure of office of a Director shall
not be affected by any decrease in the number of Directors. At each annual
meeting of shareholders, the shareholders shall elect Directors to serve until
the next annual meeting and until their successors are elected and qualify.
Directors need not be shareholders in the Corporation.
         At all times (except during a period not to exceed 60 days following
the death, resignation, incapacity or removal from office of a Director prior to
the expiration of the Director's term of office), a majority of the Directors
shall be Independent Directors.
         Section 3.        Changes in Number; Vacancies. Any vacancy occurring
on the Board of Directors may, subject to the provisions of Section 5 of this
Article IV, be filled by a majority of the remaining members of the Board of
Directors, although such majority is less than a quorum; provided, however, that
a majority of Independent Directors shall nominate replacements for vacancies
among the independent Directors, which replacements must be elected by a
majority of


                                       9
<PAGE>   14

the Directors, including a majority of the Independent Directors. Any vacancy
occurring by reason of an increase in the number of Directors may be filled by
action of a majority of the entire Board of Directors including a majority of
Independent Directors. If the shareholders of any class or series are entitled
separately to elect one or more Directors, a majority of the remaining Directors
elected by that class or series or the sole remaining Director elected by that
class or series may fill any vacancy among the number of Directors elected by
that class or series. A Director elected by the Board of Directors to fill a
vacancy shall be elected to hold office until the next annual meeting of
shareholders or until his successor is elected and qualified. The Board of
Directors may declare vacant the office of a Director who has been declared of
unsound mind by an order of court, who has pled guilty or nolo contendere to, or
been convicted of, a felony involving moral turpitude, or who has willfully
violated the Company's Charter or these Bylaws.
         Section 4.        Resignations. Any Director or member of a committee
may resign at any time. Such resignation shall be made in writing and shall take
effect at the time specified therein, or if no time be specified, at the time of
the receipt by the Chairman of the Board, the President or the Secretary.
         Section 5.        Removal of Directors. The shareholders may, at any
time, remove any Director, with or without cause, by the affirmative vote of the
holders of not less than 75% of all the shares entitled to vote on the election
of Directors and may elect a successor to fill any resulting vacancy for the
balance of the term of the removed Director.
         Section 6.        Annual and Regular Meetings. An annual meeting of the
Board of Directors shall be held immediately after and at the same place as the
annual meeting of shareholders, no notice other than this bylaw being necessary.
The Board of Directors may


                                       10
<PAGE>   15

provide, by resolution, the time and place, either within or without the State
of North Carolina, for the holding of regular meetings of the Board of Directors
without other notice than such resolution.
         Section 7.        Special Meetings. Special meetings of the Board of
Directors may be called by or at the request of the President, a majority of the
Board of Directors or a majority of the Independent Directors then in office.
The person or persons authorized to call special meetings of the Board of
Directors may fix any place, either within or without the State of North
Carolina, as the place for holding any special meeting of the Board of Directors
called by them.
         Section 8.        Notice. Notice of any special meeting of the Board of
Directors shall be given by written notice delivered personally, telegraphed or
mailed to each Director at his business or resident address. Personally
delivered or telegraphed notices shall be given at last two days prior to the
meeting. Notice by mail shall be given at least five days prior to the meeting.
If mailed, such notice shall be deemed to be given when deposited in the United
States mail properly addressed, with postage thereon prepaid. If given by
telegram, such notice shall be deemed to be given when the telegram is delivered
to the telegraph company. Neither the business to be transacted at, nor the
purpose of, any annual, regular or special meeting of the Board of Directors
need be stated in the notice, unless specifically required by statute or these
Bylaws,
         Section 9.        Quorum. Subject to the provisions of Section 10 of
this Article IV, a majority of the entire Board of Directors shall constitute a
quorum for transaction of business at any meeting of the Board of Directors,
provided that, if less than a quorum is present at said meeting, a majority of
the Directors present may adjourn the meeting from time to time without further
notice.


                                       11
<PAGE>   16

         Subject to the provisions of Section 10 of this Article IV, the
Directors present at a meeting which has been duly called and convened may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough Directors to leave less than a quorum.
         Section 10.       Voting. (a) Except as provided in subsection (b) of
this Section 10, the action of the majority of the Directors present at a
meeting at which a quorum is present shall be the action of the Board of
Directors, unless the concurrence of a greater proportion required for such
action by the Charter, these Bylaws, or applicable statute.
                  (b)      Notwithstanding anything in these Bylaws to the
contrary, (i) any action pertaining to a sale or other disposition of an
"Initial Hotel," as defined in the Corporation's registration statement on Form
S-11 (the "Registration Statement"), as declared effective by the Securities and
Exchange Commission (the "SEC") in connection with the Corporation's initial
public offering of common stock (the "Initial Public Offering") and (ii) any
other action pertaining to any transaction involving the Corporation, including
the purchase, sale, lease, or mortgage of any real estate asset or any other
transaction, in which an advisor, Director or officer of the Corporation, or any
Affiliate of any of the foregoing persons, has any direct or indirect interest
other than solely as a result of their status as a director, officer, or
shareholder of the Corporation, must be approved by a majority of the Directors,
including a majority of the Independent Directors, even if the Independent
Directors constitute less than a quorum.
         Section 11.       Telephone Meetings. Members of the Board of Directors
may participate in a meeting by means of a conference telephone or similar
communications equipment if all persons participating in the meeting can hear
each other at the same time. Participation in a meeting by these means shall
constitute presence in person at the meeting.


                                       12
<PAGE>   17

         Section 12.       Action Without a Meeting. Any action required or
permitted to be taken at any meeting of the Board of Directors may be taken
without a meeting, if a consent in writing to such action is signed by each
Director and such written consent is filed with the minutes of proceedings of
the Board of Directors.
         Section 13.       Compensation. Independent Directors shall receive
such reasonable compensation for their services as Directors as the Board of
Directors may fix or determine from time to time; such compensation may include
a fixed sum, shares of capital stock of the Corporation and reimbursement of
reasonable expenses incurred in traveling to and from or attending regular or
special meetings of the Board of Directors or of any committee thereof.
         Section 14.       Policies and Resolutions. It shall be the duty of the
Board of Directors to insure that the purchase, sale, retention and disposal of
the Corporation's assets, the investment policies and the borrowing policies of
the Corporation and the limitations thereon or amendment thereof are at all
times:
                  (a)      consistent with such policies, limitations and
restrictions as are contained in these Bylaws, or in the Corporation's Charter,
or as described in the Registration Statement or in the Corporation's ongoing
periodic reports filed with the SEC following the Initial Public Offering,
subject to revision from time to time at the discretion of the Board of
Directors without shareholder approval unless otherwise required by law; and
                  (b)      in compliance with the restrictions applicable to
real estate investment trusts pursuant to the Internal Revenue Code of 1986, as
amended.


                                       13
<PAGE>   18

                                    ARTICLE V

                                   Committees

         Section 1.        Committees of the Board. The Board of Directors may
appoint from among its members an executive committee and other committees
comprised of two or more Directors. A majority of the members of any committee
so appointed shall be Independent Directors. The Board of Directors shall
appoint an audit committee comprised of not less than two members, a majority of
whom are Independent Directors. The Board of Directors may delegate to any
committee any of the powers of the Board of Directors except the power to elect
Directors, declare dividends or distributions on stock, recommend to the
shareholders any action which requires shareholder approval, amend or repeal
these Bylaws, approve any merger or share exchange which does not require
shareholder approval, or issue stock. However, if the Board of Directors has
given general authorization for the issuance of stock, a committee of the Board
of Directors, in accordance with a general formula or method specified by the
Board of Directors by resolution or by adoption of a stock option plan, may fix
the terms of stock, subject to classification or reclassification, and the terms
on which any stock may be issued.
         Notice of committee meetings shall be given in the same manner as
notice for special meetings of the Board of Directors.
         One-third, but not less than two, of the members of any committee shall
be present in person at any meeting of such committee in order to constitute a
quorum for the transaction of business at such meeting, and the act of a
majority present shall be the act of such committee. The Board of Directors may
designate a chairman of any committee, and such chairman or any two members of
any committee may fix the time and place of its meetings unless the Board shall


                                       14
<PAGE>   19

otherwise provide. In the absence or disqualification of any member of any such
committee, the members thereof present at any meeting and not disqualified from
voting, whether or not they constitute a quorum, may unanimously appoint another
Director to act at the meeting in the place of such absent or disqualified
members; provided, however, that in the event of the absence or disqualification
of an Independent Director, such appointee shall be an Independent Director.
         Each committee shall keep minutes of its proceedings and shall report
the same to the Board of Directors at the meeting next succeeding, and any
action by the committees shall be subject to revision and alteration by the
Board of Directors, provided that no rights of third persons shall be affected
by any such revision or alteration.
         Subject to the provisions hereof, the Board of Directors shall have the
power at any time to change the membership of any committee, to fill all
vacancies, to designate alternative members to replace any absent or
disqualified member, or to dissolve any such committee.
         Section 2.        Telephone Meetings. Members of a committee of the
Board of Directors may participate in a meeting by means of a conference
telephone or similar communications equipment if all persons participating in
the meeting can hear each other at the same time. Participation in a meeting by
these means shall constitute presence in person at the meeting.
         Section 3.        Action By Committee Without a Meeting. Any action
required or permitted to be taken at any meeting of a committee of the Board of
Directors may be taken without a meeting, if a consent in writing to such action
is signed by each member of the committee and such written consent is filed with
the minutes of proceedings of such committee.


                                       15
<PAGE>   20

                                   ARTICLE VI

                                    Officers

         Section 1.        General Provisions. The officers of the Corporation
may consist of a Chairman of the Board, a Vice Chairman of the Board, a
President, one or more Vice Presidents, a Treasurer, one or more assistant
treasurers, a Secretary, and one or more assistant secretaries and such other
officers as may be elected in accordance with the provisions of Section 2 of
this Article VI. The officers of the Corporation shall be elected annually by
the Board of Directors at the first meeting of the Board of Directors held after
each annual meeting of shareholders. If the election of officers shall not be
held at such meeting, such election shall be held as soon thereafter as may be
convenient. Each officer shall hold office until his successor is elected and
qualifies or until his death, resignation or removal in the manner hereinafter
provided. Any two or more offices may be held by the same person. In its
discretion, the Board of Directors may leave unfilled any office except that of
President and Secretary. Election or appointment of an officer or agent shall
not of itself create contract rights between the Corporation and such officer or
agent.
         Section 2.        Subordinate Officers, Committees and Agents. The
Board of Directors may from time to time elect such other officers and appoint
such committees, employees, other agents as the business of the Corporation may
require, including one or more assistant secretaries, and one or more assistant
treasurers, each of whom shall hold office for such period, have such authority,
and perform such duties as are provided in these Bylaws, or as the Board of
Directors may from time to time determine. The Directors may delegate to any
officer or


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<PAGE>   21



committee the power to elect subordinate officers and to retain or appoint
employees, or other agents.
         Section 3.        Removal and Resignation. Any officer or agent of the
Corporation may be removed by the Board of Directors if in its judgment the best
interests of the Corporation would be served thereby, but such removal shall be
without prejudice to the contract rights, if any, of the person so removed. Any
officer of the Corporation may resign at any time by giving written notice of
his resignation to the Board of Directors, the Chairman of the Board, the
President or the Secretary. Any resignation shall take effect at the time
specified therein or, if the time when it shall become effective is not
specified therein, immediately upon its receipt. The acceptance of a resignation
shall not be necessary to make it effective unless otherwise stated in the
resignation.
         Section 4.        Vacancies. A vacancy in any office may be filled by
the Board of Directors for the balance of the term.
         Section 5.        General Powers. All officers of the Corporation as
between themselves and the Corporation shall, respectively, have such authority
and perform such duties in the management of the property and affairs of the
Corporation as may be determined by resolution of the Board of Directors, or in
the absence of controlling provisions in a resolution of the Board of Directors,
as may be provided in these Bylaws.
         Section 6.        Chief Executive Officer. The Board of Directors may
designate a chief executive officer from among the elected officers. The chief
executive officer shall have responsibility for implementation of the policies
of the Corporation, as determined by the Board of Directors, and for the
administration of the business affairs of the Corporation.


                                       17
<PAGE>   22

         Section 7.        Chief Operating Officer. The Board of Directors may
designate a chief operating officer from among the elected officers. Said
officer will have the responsibility and duties as set forth by the Board of
Directors or the chief executive officer.
         Section 8.        Chairman and Vice Chairman of the Board. The Chairman
of the Board, if there be one, shall preside over the meetings of the Board of
Directors and of the shareholders at which he shall be present. In the absence
of the Chairman of the Board, the Vice Chairman of the Board, if there be one,
shall preside at such meetings at which he shall be present. The Chairman of the
Board and the Vice Chairman of the Board shall, respectively, perform such other
duties as may be assigned to him or them by the Board of Directors.
         Section 9.        President. The President shall in general supervise
and control all of the business and affairs of the Corporation. Unless the
President is not a member of the Board of Directors, in the absence of both the
Chairman and Vice Chairman of the Board, he shall preside at all meetings of the
Board of Directors and of the shareholders at which he shall be present. In the
absence of a designation of a chief executive officer by the Board of Directors,
the President shall be the chief executive officer and shall be ex officio a
member of all committees that may, from time to time, be constituted by the
Board of Directors. He may execute any deed, mortgage, bond, contract or other
instrument to which the Corporation is a party, except in cases where the
execution thereof shall be expressly delegated by the Board of Directors or by
these Bylaws to some other officer or agent of the Corporation or shall be
required by law to be otherwise executed; and in general shall perform all
duties incident to the office of President and such other duties as may be
prescribed by the Board of Directors from time to time.
         Section 10.       Vice Presidents. In the absence of the President or
in the event of a vacancy in such office, the Vice President (or in the event
there be more than one Vice President,


                                       18
<PAGE>   23

the Vice Presidents in the order designated at the time of their election or, in
the absence of any designation, then in the order of the election) shall perform
the duties of the President and when so acting shall have all the powers of and
be subject to all the restrictions upon the President; and shall perform such
other duties as from time to time may be assigned to him by the President or by
the Board of Directors. The Board of Directors may designate one or more Vice
Presidents as executive Vice President or as Vice President for particular areas
of responsibility.
         Section 11.       Secretary. The Secretary shall (a) keep the minutes
of the proceedings of the shareholders, the Board of Directors and committees of
the Board of Directors in one or more books provided for that purpose; (b) see
that all notices are duly given in accordance with the provisions of these
Bylaws or as required by law; (c) be custodian of the corporate records and of
the seal of the Corporation; (d) keep a register of the post office address of
each shareholder which shall be furnished to the Secretary by such shareholder;
(e) have general charge of the stock transfer books of the Corporation; and (f)
in general perform such other duties as from time to time may be assigned to him
by the President or by the Board of Directors.
         Section 12.       Treasurer. The Treasurer shall have the custody of
the corporate funds and securities 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.
         He shall disburse the funds of the Corporation as may be ordered by the
Board of Directors, taking proper vouchers for such disbursements, and shall
render to the President and Board of Directors, at the regular meetings of the
Board of Directors or whenever they may require it, an account of all his
transactions as Treasurer and of the financial condition of the Corporation.


                                       19
<PAGE>   24

         If required by the Board of Directors, he shall give the Corporation a
bond in such sum and with such surety or sureties as shall be satisfactory to
the Board of Directors for the faithful performance of the duties of his office
and for the restoration to the Corporation, in case of his death, resignation,
retirement or removal from office, all books, papers, vouchers, moneys and other
property of whatever kind in his possession or under his control belonging to
the Corporation.
         Section 13.       Assistant Secretaries and Assistant Treasurers. The
assistant secretaries and assistant treasurers, in general, shall perform such
duties as shall be assigned to them by the Secretary or Treasurer, respectively,
or by the President or the Board of Directors. The assistant treasurers shall,
if required by the Board of Directors, give bonds for the faithful performance
of their duties in such sums and with such surety or sureties as shall be
satisfactory to the Board of Directors.
         Section 14.       Salaries. The salaries of the officers shall be fixed
from time to time by the Board of Directors and no officer shall be prevented
from receiving such salary by reason of the fact that he is also a Director of
the Corporation.

                                   ARTICLE VII

                      Contracts, Notes, Checks and Deposits

         Section 1.        Contracts. The Board of Directors may authorize any
officer or agent to enter into any contract or to execute and deliver any
instrument in the name of and on behalf of the Corporation and such authority
may be general or confined to specific instances.


                                       20
<PAGE>   25

         Section 2.        Checks and Drafts. All checks, drafts or other orders
for the payment of money, notes or other evidences of indebtedness issued in the
name of the Corporation shall be signed by such officer or officers, agent or
agents of the Corporation and in such manner as shall from time to time be
determined by the Board of Directors.
         Section 3.        Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositories as the Board of Directors
may designate.

                                  ARTICLE VIII

                                 Shares of Stock

         Section 1.        Certificates of Stock. Each shareholder shall be
entitled to a certificate or certificates which shall represent and certify the
number of shares of each kind and class of shares held by him in the
Corporation. Each certificate shall be signed by the Chairman of the Board or
the President or a Vice President and countersigned by the Secretary or an
assistant secretary or the Treasurer or an assistant treasurer and may be sealed
with the corporate seal.
         The signatures may be either manual or facsimile. Certificates shall be
consecutively numbered; and if the Corporation shall, from time to time, issue
several classes of stock, each class may have its own number series. A
certificate is valid and may be issued whether or not an officer who signed it
is still an officer when it is issued. Each certificate representing stock which
is restricted as to its transferability or voting powers, which is preferred or
limited as to its dividends or as to its share of the assets upon liquidation or
which is redeemable at the option of the Corporation, shall have a statement of
such restriction, limitation, preference or redemption


                                       21
<PAGE>   26

provision, or a summary thereof, plainly stated on the certificate. In lieu of
such statement or summary, the Corporation may set forth upon the face or back
of the certificate a statement that the Corporation will furnish to any
shareholder, upon request and without charge, a full statement of such
information.
         Section 2.        Lost Certificate. The Board of Directors may direct a
new certificate to be issued in place of any certificate previously issued by
the Corporation alleged to have been lost, stolen or destroyed upon the making
of an affidavit of that fact by the person claiming the certificate of stock to
be lost, stolen or destroyed, When authorizing the issuance of a new
certificate, the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or his legal representative to advertise the same in such
manner as it shall require and/or to give bond, with sufficient surety, to the
Corporation to indemnify it against any loss or claim which may arise as a
result of the issuance of a new certificate.
         Section 3.        Transfer Agents and Registrars. At such time as the
Corporation lists its securities on a national securities exchange or qualifies
for trading in the over-the-counter market, the Board of Directors shall appoint
one or more banks or trust companies in such city or cities as the Board of
Directors may deem advisable, from time to time, to act as transfer agents
and/or registrars of the shares of stock of the Corporation; and, upon such
appointments being made, no certificate representing shares shall be valid until
countersigned by one of such transfer agents and registered by one of such
registrars.
         Section 4.        Transfer of Stock. No transfers of shares of stock of
the Corporation shall be made if (i) void ab initio pursuant to any provision of
the Corporation's Charter or (ii) the Board of Directors, pursuant to any
provision of the Corporation's Charter, shall have refused to


                                       22
<PAGE>   27

permit the transfer of such shares. Permitted transfers of shares of stock of
the Corporation shall be made on the stock records of the Corporation only upon
the instruction of the registered holder thereof, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary or
with a transfer agent or transfer clerk, and upon surrender of the certificate
or certificates, if issued, for such shares properly endorsed or accompanied by
a duly executed stock transfer power and the payment of all taxes thereon. 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, as to any transfers not
prohibited by any provision of the Corporation's Charter or by action of the
Board of Directors thereunder, 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 5.        Stock Ledger. The Corporation shall maintain at its
principal office or at the office of its counsel, accountants or transfer agent,
an original or duplicate stock ledger containing the name and address of each
shareholder and the number of shares of stock of each class held by such
shareholder.

                                   ARTICLE IX

                                    Dividends

         Section 1.        Declaration. Dividends upon the shares of stock of
the Corporation may be declared by the Board of Directors, subject to applicable
provisions of law and the Charter. Dividends may be paid in cash, property or
shares of the Corporation, subject to applicable provisions of law and the
Charter.


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<PAGE>   28

         Section 2.        Contingencies. Before payment of any dividends, there
may be set aside out of any funds of the Corporation available for dividends
such sum or sums as the Board of Directors may from time to time, in its
absolute discretion, think proper as a reserve fund for contingencies, for
equalizing dividends, for repairing or maintaining the property of the
Corporation, its subsidiaries or any partnership for which it serves as general
partner, or for such other purpose as the Board of Directors shall determine to
be in the best interest of the Corporation, and the Board of Directors may
modify or abolish any such reserve in the manner in which it was created.

                                    ARTICLE X

                                      Seal

         Section 1.        Seal. The Corporation may have a corporate seal,
which may be altered at will by the Board of Directors. The Board of Directors
may authorize one or more duplicate or facsimile seals and provide for the
custody thereof.
         Section 2.        Affixing Seal. Whenever the Corporation is required
to place its corporate seal to a document, it shall be sufficient to meet the
requirements of any law, rule or regulation relating to a corporate seal to
place the word "(SEAL)" adjacent to the signature of the person authorized to
execute the document on behalf of the Corporation.


                                       24
<PAGE>   29

                                   ARTICLE XI

                                Waiver of Notice

         Whenever any notice is required to be given pursuant to the Charter or
these Bylaws of the Corporation or pursuant to applicable law, a waiver thereof
in writing, signed by the person or persons entitled to such notice, whether
before or after the time stated therein, shall be deemed equivalent to the
giving of such notice. Neither the business to be transacted at nor the purpose
of any meeting need be set forth in the waiver of notice, unless specifically
required by statute. The attendance of any person at any meeting shall
constitute a waiver of notice of such meeting, except where such person attends
a meeting for the express purpose of objecting to the transaction of any
business on the ground that the meeting is not lawfully called or convened.

                                   ARTICLE XII

                               Amendment of Bylaws

         Section 1.        By Directors. The Board of Directors shall have the
power to adopt, alter or repeal any Bylaws of the Corporation and to make new
Bylaws, except that the Board of Directors shall not alter or repeal this
Article XII or any Bylaws made by the shareholders and provided that any
amendment to Section 2, Section 3, Section 5, Section 9, or Section 10(b) of
Article IV requires the affirmative vote of 80% of the entire Board of
Directors.
         Section 2.        By Shareholders. The shareholders shall have the
power to adopt, alter or repeal any Bylaws of the Corporation and to make new
Bylaws, provided that any amendment to Section 2, Section 3, Section 5, Section
9, or Section 10(b) of Article IV requires the affirmative


                                       25
<PAGE>   30

vote of the holders of 75% of all the outstanding shares entitled to vote on the
election of Directors, voting separately as a class.

                                  ARTICLE XIII

                        North Carolina Anti-Takeover Laws

         Section 1.        Opt-Out of North Carolina Shareholder Protection Act.
The provisions of the North Carolina Shareholder Protection Act shall not be
applicable to the Corporation.
         Section 2.        Opt-Out of North Carolina Control Share Acquisition
Act. The provisions of the North Carolina Control Share Acquisition Act shall
not be applicable to the Corporation.

         The foregoing are certified as the Bylaws of the Corporation adopted by
the Board of Directors effective November 29, 2000.



                                       -----------------------------------------
                                       Secretary


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