<PAGE>
 
                                                                     EXHIBIT 3.2

                                     BYLAWS
                                       OF
                              BRE PROPERTIES, INC.

                                   ARTICLE I

                                  DEFINITIONS
                                  -----------


     Section 1.1  Definitions.  For purposes of these Bylaws, the following
                  -----------                                              
terms when capitalized shall have the meanings set forth below:

               (a) Advisor.  "Advisor" shall mean any Person appointed, 
                   -------                   
employed or contracted with by the Board of Directors under the provisions of
Article VII hereof.

               (b) Affiliate.  "Affiliate" shall mean, as to any Person, any 
                   ---------           
other Person who owns beneficially, directly or indirectly, one percent (1%) or
more of the outstanding capital stock, shares or equity interests of such Person
or of any other Person which controls, is controlled by or is under common
control with, such Person or is an officer, retired officer, director, employee,
partner or trustee of such Person or of any other Person which controls, is
controlled by or is under common control with, such Person.

               (c) Articles of Incorporation.  "Articles of Incorporation" 
                   -------------------------    
shall mean the Articles of Incorporation of the Corporation, as from time to
time amended.

                (d) Person.  "Person" shall mean and include individuals,
                    ------                                               
corporations, limited partnerships, general partnerships, joint 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.

                (e) REIT.  "REIT"shall mean a real estate investment trust as
                    ----                                                     
described in the REIT Provisions of the Internal Revenue Code.

                (f) REIT Provisions of the Internal Revenue Code.  "REIT 
                    --------------------------------------------      
Provisions of the Internal Revenue Code" shall mean Part II, Subchapter M of
Chapter 1, of the Internal Revenue Code of 1986, as now enacted or hereafter
amended, or successor statutes, and regulations and rulings promulgated
thereunder.


                                   ARTICLE II

                                    OFFICES
                                    -------

     Section 2.1  Principal Office in Maryland.  The principal office of BRE
                  ----------------------------                              
Properties, Inc. (hereinafter called the "Corporation") in the State of Maryland
shall be at 711 Mayton Court in the city of Belair, and the name and address of
the registered agent at that address shall be LEXIS 

                                       1
<PAGE>

Document Services, Inc., 711 Mayton Court, Belair, Maryland, 21014. The Board of
Directors may, from time to time, designate a new agent and/or change the
location of the registered office to any place within the State of Maryland.

     Section 2.2  Principal Office.  The principal office of the Corporation
                  ----------------                                          
shall be in the City and County of San Francisco, California.  The Board of
Directors may, from time to time, change such location and maintain other
offices or places of business. 


                                  ARTICLE III

                            MEETINGS OF STOCKHOLDERS
                            ------------------------

     Section 3.1  Place of Meetings.  Meetings of the stockholders of the
                  -----------------                                      
Corporation shall be held at a location selected by the Board of Directors in
the city where the principal office of the Corporation is located or at such
other location as is designated by the Board of Directors, except that any
meeting called by or at the request of holders of any class or series of
Preferred Stock of the Corporation pursuant to rights granted to such holders by
the Articles of Incorporation (which term, as used in these Bylaws, includes,
without limitation, the articles supplementary establishing the preferences,
conversion and other rights, powers, restrictions, limitations as to dividends,
qualifications and terms and conditions of redemption of any class or series of
Preferred Stock) shall be held at such location as shall be specified in or
pursuant to the Articles of Incorporation with respect to such class or series
of Preferred Stock.

     Section 3.2  Annual Meetings.  The annual meeting of the stockholders for
                  ---------------                                             
the election of directors and for the transaction of any other proper business
shall be held after delivery of the annual report required by Section 7.4 and
within six (6) months after the end of the last full fiscal or calendar year
consisting of twelve months or the equivalent number of accounting periods, on
such date and at such time as are set by the Board of Directors and stated in
the notice of the meeting.  Such annual report shall be submitted at the meeting
and placed on file at the principal office no later than twenty (20) days
following the meeting.

     Section 3.3  Special Meetings. The Chairman, President or Board of
                  ----------------                                     
Directors may call special meetings of the stockholders.  Special meetings of
stockholders shall also be called by the Secretary of the Corporation upon the
written request of the holders of shares entitled to cast not less than 25% of
all the votes entitled to be cast at such meeting, and may also be called by the
holders of any class or series of Preferred Stock on such terms and conditions
as may be set forth in the Articles of Incorporation.  Such request shall state
the purpose of such meeting and the matters proposed to be acted on at such
meeting.  Except as otherwise provided in the Articles of Incorporation with
respect to any class or series of Preferred Stock, the Secretary shall inform
such stockholders of the reasonably estimated cost of preparing and mailing
notice of the meeting and, upon payment to the Corporation by such stockholders
of such costs, the Secretary shall give notice to each stockholder entitled to
notice of the meeting.  Unless requested by the stockholders entitled to cast a
majority of all the votes entitled 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 stockholders held during the
preceding twelve months, except that the provisions of this sentence 

                                       2
<PAGE>

will not apply to any meeting of stockholders called by or on behalf of the
holders of any class or series of Preferred Stock pursuant to rights set forth
in the Articles of Incorporation.

     Section 3.4   Notice.  Not less than ten (10) nor more than ninety (90)
                   ------                                                   
days before each meeting of the stockholders, the secretary shall give to each
stockholder entitled to vote at such meeting and to each stockholder not
entitled to vote who is entitled to notice 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 any statute, the purpose for which
the meeting is called, either by mail or by presenting it to such stockholder
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 stockholder at his post office address as it
appears on the records of the Corporation, with postage thereon prepaid.  The
notice shall also designate the place where the stockholders list required by
Section 3.13 is available for examination, unless the list is kept at the place
where the meeting is to be held.  The notice shall be given in the manner
prescribed by Section 3.6.

     Section 3.5  Record Date.  For purposes of determining the stockholders
                  -----------                                               
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to receive payment of any dividend or other distribution
or allotment of any rights, or to exercise any rights in respect of any change,
conversion or exchange of stock or for the purpose of any other lawful action,
the Board of Directors may (i) fix, in advance, a record date which shall not be
more than ninety (90) days prior to the date of any such meeting or the taking
of such other actions; or (ii) direct that the stock transfer books be closed
for a period not to exceed twenty (20) days. A record date may not precede the
date on which the record date is fixed. In the case of a meeting of
stockholders, the record date or the closing of the transfer books shall be at
least ten (10) days 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; provided, however, that the Board of
Directors may fix a new record date for the adjourned meeting.

     If the Board of Directors does not so fix a record date or close the stock
transfer books; then:

          (a) The record date for determining stockholders entitled to notice of
or to vote at a meeting of stockholders shall be the later of (i) at the close
of business on the day on which notice is mailed or (ii) at the close of
business on the thirtieth (30) day next preceding the day on which the meeting
is held.

          (b) The record date for determining stockholders for any other purpose
shall be at the close of business on the day on which the Board of Directors
adopts the resolution relating thereto provided that the payment or allotment
may not be made more than sixty (60) days after the date on which such
resolution was adopted.

     Section 3.6  Notice to Stockholders. Any notice of meeting or other
                  ----------------------                                
notice, communication or report to any stockholder shall be deemed duly
delivered to such stockholder when such notice, communication or report is
delivered in person to such stockholder, left at his residence or usual place of
business, or deposited, with postage thereon prepaid, in the United States mail,
addressed to such stockholder at such stockholder's address as it appears on the
share register or theretofore given 

                                       3
<PAGE>

by the stockholder to the Corporation for purpose of notice.

     Section 3.7  Waiver of Notice.  The transactions of any meeting of the
                  ----------------                                         
stockholders, either annual, special or adjourned, however called or noticed,
shall be as valid as though conducted at a meeting duly held after regular call
and notice if a quorum is present and if, either before or after the meeting,
each stockholder entitled to vote and not present in person or by proxy signs a
written waiver of notice or a consent to the holding of such meeting or an
approval of the minutes thereof.  All such waivers, consents or approvals shall
be filed with the corporate records or made a part of the minutes of the
meeting.  Attendance of a person at a meeting shall constitute a waiver of
notice of such meeting, except when the person attends the meeting for the
express purpose of objecting, at the beginning of the meeting, to the
transaction of business because the meeting is not lawfully called or convened.

     Section 3.8  Action Without Meeting.  Any action which is required or
                  ----------------------                                  
permitted to be taken at any annual or special meeting of shareholders may be
taken without a meeting and without prior notice, if (i) an unanimous written
consent, setting forth the action so taken, is signed by each stockholder
entitled to vote on the matter and (ii) a written waiver of any right to dissent
is signed by each stockholder entitled to notice of the meeting but not entitled
to vote at it.  All such consents and waivers shall be filed with the Secretary
of the Corporation and shall be maintained with the records of the stockholders
meetings.

     Section 3.9  Quorum.  The presence in person or by proxy of the holders
                  ------                                                    
of a majority of the votes entitled to be cast by the shares entitled to vote at
any meeting of stockholders shall constitute a quorum for the transaction of
business. The stockholders present at a duly called or held meeting at which a
quorum is present may continue to do business until adjournment, notwithstanding
the withdrawal of enough stockholders to leave less than a quorum.  If, however,
such quorum shall not be present at any meeting of the stockholders, the
stockholders entitled to vote at such meeting, present in person or by proxy,
shall have the power to adjourn the meeting from day to day or from time to time
to a date not more than 120 days after the original record date.

     Section 3.10  Voting.  A stockholder may vote in person or by proxy.
                   ------                                                
Except as otherwise provided by law, the Articles of Incorporation, or these
Bylaws, the affirmative vote of a majority of the votes entitled to be cast by
the shares entitled to vote on the subject matter and present in person or
represented by proxy at a meeting at which a quorum is present shall be the act
of the stockholders.

     Section 3.11  Proxies.  The appointment of a proxy or proxies shall be
                   -------                                                 
made by an instrument in writing executed by the stockholder or his duly
authorized agent and filed with the Secretary of the Corporation.  The Board of
Directors may solicit such proxies from all of the stockholders or any of them
with respect to any matter requiring or permitting the stockholders' vote or
consent.  No proxy shall be valid after the expiration of eleven (11) months
from the date of its execution unless otherwise expressly provided in the proxy.
At a meeting of the stockholders, all questions concerning the qualifications of
voters, the validity of proxies and the acceptance or rejection of votes shall
be decided by the Secretary of the Corporation unless inspectors of election are
appointed pursuant to Section 3.14, in which event such inspectors shall pass
upon all questions and shall have all other duties specified therein. 
    

                                       4
<PAGE>

     Section 3.12  Adjourned Meetings.  Any meeting of the stockholders,
                   ------------------                                   
whether or not a quorum is present, may be adjourned from day to day or from
time to time by the vote of the holders of a majority of the votes entitled to
be cast by the shares represented at the meeting. Unless the Board of Directors,
after the adjournment, shall fix a new record date for an adjourned meeting or
unless the adjournment is for more than 120 days, notice of an adjourned meeting
need not be given if the place, date and time to which the meeting shall be
adjourned is announced at the meeting at which the adjournment is taken.  At the
adjourned meeting the Corporation may transact any business which might have
been transacted at the original meeting as originally notified.

     Section 3.13  List of Stockholders.  The Secretary or other officer who
                   --------------------                                     
has charge of the share register of the Corporation shall prepare and make
available, at least ten (10) days before every meeting of the stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and 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 ten (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.  The 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.

     Section 3.14  Inspectors of Election.  Before any meeting of
                   ----------------------                        
stockholders, the Board of Directors may appoint inspectors of election during
the meeting or any adjournment thereof.  If no inspectors of election are
appointed, the Chairman of the meeting may, and on the request of any
stockholder or his proxy shall, appoint inspectors of election at the meeting.
The number of inspectors shall either be one (1) or three (3).  If inspectors
are appointed at a meeting on the request of one or more stockholders or
proxies, the holders of a majority of the votes entitled to be cast by the
shares or their proxies present at the meeting shall determine whether one (1)
or three (3) inspectors are to be appointed.  If any person appointed as
inspector fails to appear or fails or refuses to act, the vacancy may be filled
by appointment by the Board of Directors before the meeting, or by the Chairman
at the meeting.

     The duties of these inspectors shall be as follows:

          (a) Determine the number of shares outstanding and the voting power of
each, the shares represented at the meeting, the existence of a quorum, and the
authenticity, validity, and effect of proxies;

          (b) Receive votes, ballots, or consents;

          (c) Hear and determine all challenges and questions in any way arising
in connection with the right to vote;

          (d) Count and tabulate all votes or consents;

          (e) Determine the election results; and

                                       5
<PAGE>

         (f) Do any other acts that may be proper to conduct the election or
vote with fairness to all stockholders.

     If there are three (3) inspectors of election, the decision, act or
certificate of a majority of the inspectors shall be effective in all respects
as the decision, act or certificate of all.  On request of the Chairman of the
meeting or of a stockholder or his proxy, the inspectors shall make a report in
writing of any challenge or question or matter determined by them and execute a
certificate of any facts found by them.

     Section 3.15  Voter's Rights of Preferred Stock.  Anything in these 
                   ---------------------------------           
Bylaws to the contrary notwithstanding, to the extent that any terms or
provisions relating to any voting rights granted to any class or series of
Preferred Stock pursuant to the Articles of Incorporation shall conflict with
any terms or provisions of these Bylaws, then, to the fullest extent permitted
by law, the terms and provisions of such class or series of Preferred Stock
shall govern. 
         
                                   ARTICLE IV

                               BOARD OF DIRECTORS
                               ------------------

     Section 4.1  Powers.  Except as otherwise provided by law, the Articles of
                  ------                                                       
Incorporation or these Bylaws, the business and affairs of the Corporation shall
be managed and all corporate powers shall be exercised by or under the direction
of the Board of Directors.

     Section 4.2  Number of Directors.  The Board of Directors shall consist of
                  -------------------                                          
not less than three (3) and not more than fifteen (15) members.  Within these
limits, the authorized number of directors may be reduced or increased from time
to time by resolution of the Board of Directors or by amendment of this Section
by the stockholders or, in the case of any directors elected or to be elected by
any class or series of Preferred Stock pursuant to rights set forth in the
Articles of Incorporation, as provided in the Articles of Incorporation with
respect to such class or series of Preferred Stock, but no such decrease may
shorten the term of an incumbent director. Until such action is taken, the
authorized number of directors shall be six (6).

     Section 4.3  Qualification of Directors.  A director shall be an
                  --------------------------                         
individual at least twenty-one (21) years of age who is not under legal
disability.  No person shall be eligible for election, re-election or
appointment as a director after having obtained the age of seventy (70) years.
Directors need not be stockholders.

     Section 4.4  Election and Term of Office of Directors.  To the extent
                  ----------------------------------------                
provided in the Articles of Incorporation and except as may otherwise be
provided in the Articles of Incorporation with respect to directors elected by
any class or series of Preferred Stock, directors shall be elected by the
stockholders at each annual meeting following the end of a full calendar or
fiscal year consisting of twelve months or the equivalent number of accounting
periods. Subject to Sections 4.5 and 4.6, each director, including a director
elected or approved to fill a vacancy, shall hold office until a successor has
been elected and qualified.  If directors are not elected at an annual meeting
or 

                                       6
<PAGE>

if such meeting is not held, the directors may be elected at a special
meeting.  Directors may be reelected.

     Section 4.5  Removal.  A director may be removed as provided in the
                  -------                                               
Articles of Incorporation.

     Section 4.6  Resignation.  Any director may resign by giving written
                  -----------                                            
notice to the Board of Directors.  A notice of resignation shall be effective on
the date given unless a later time is specified in the notice, in which case
such resignation shall be effective at the time specified.  Unless such
resignation specifies otherwise, its acceptance by the Corporation shall not be
necessary to make it effective.  A director shall be deemed to have resigned if
(i) such director is adjudicated insane or incompetent, (ii) an order for relief
or similar provision for the benefit of creditors is entered against such
director under any federal or state bankruptcy or insolvency laws, or (iii) a
receiver, guardian, or conservator is appointed for such director or such
director's affairs.  The effective date of the resignation of a director deemed
to have resigned pursuant to this Section shall be as of the date of such
adjudication, order, or appointment.

     Section 4.7  Vacancies.  Any vacancy in the Board of Directors may be
                  ---------                                               
filled as provided in the Articles of Incorporation.

     Section 4.8  Place of Meetings.  Meetings of the Board of Directors shall
                  -----------------                                           
be held at the principal office of the Corporation or at such place as is
designated by the Board of Directors. 

Whenever a place other than the principal office is fixed as the place at which
meetings are to be held, written notice thereof shall be sent not later than the
third business day following such designation to all directors who did not
participate in the decision so designating such place.

     Section 4.9  Organization Meetings.  Immediately following each annual
                  ---------------------                                    
meeting of stockholders, a regular meeting of the Board of Directors shall be
held for the purpose of organizing, electing any officers, and transacting other
business.  Notice of such meetings need not be given.

     Section 4.10  Regular Meetings.  Regular meetings of the Board of
                   ----------------                                   
Directors shall be held on such dates and at such places and times as the Board
of Directors determines.  Notice of such regular meetings need not be given.  If
any day designated for a meeting is a legal holiday at the place where the
meeting is to be held, then the meeting shall be held at the same hour and place
on the next succeeding business day that is not a legal holiday.
 
     Section 4.11  Special Meetings.  Special meetings of the Board of
                   ----------------                                   
Directors for any purpose or purposes may be called at any time by the Chairman
or the President (if the President is a member of the Board of Directors) and
the Chairman shall call a special meeting at any time upon the written request
of two (2) directors.

     Section 4.12  Notice.  Notice of any special meeting of the Board of
                   ------                                                
Directors shall be delivered personally or by telephone, facsimile transmission,
United States mail or courier to each director at his business or residence
address.  Notice by personal delivery, by telephone or a facsimile transmission
shall be given at least two (2) days prior to the meeting.  Notice by mail shall
be given at least five (5) days prior to the meeting and shall be deemed to be
given when deposited 

                                       7
<PAGE>

prepaid. Telephone notice shall be deemed to be given when the director is
personally given such notice in a telephone call to which he is a party.
Facsimile transmission notice shall be deemed to be given upon completion of the
transmission of the message to the number given to the Corporation by the
director and receipt of a completed answer-back indicating receipt. Neither the
business to be transacted 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 4.13  Quorum.  At all meetings of the Board of Directors, a
                   ------                                               
majority of the authorized number of directors shall constitute a quorum for the
transaction of business.  Except as otherwise provided by law, the Articles of
Incorporation or these Bylaws, the vote of a majority of the directors present
at a meeting at which a quorum is present shall be the act of the Board of
Directors.  Common or interested directors may be counted in determining the
existence of a quorum.  The directors at a duly called or held meeting at which
a quorum is present may continue to do business until adjournment
notwithstanding the withdrawal of enough directors to leave less than a quorum.

     Section 4.14  Adjourned Meeting.  Any meetings of the Board of Directors,
                   -----------------                                          
whether or not a quorum is present, may be adjourned from day to day and from
time to time by the vote of a majority of the directors present, without notice
of the place, date and time of the adjourned meeting other than announcement
thereof at the meeting.

     Section 4.15  Meetings Held Other Than in Person.  Members of the Board of
                   ----------------------------------                          
Directors or any committee may participate in a meeting of the Board of
Directors or committee by conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and such participation shall constitute presence in person at the
meeting.

     Section 4.16  Waiver of Notice.  The transactions of a special meeting of
                   ----------------                                           
the Board of Directors, however called and noticed or wherever held, shall be as
valid as though taken at a meeting duly held after regular call and notice if a
quorum is present and if, either before or after the meeting, each of the
directors not present signs a written waiver of notice, a consent to the holding
of the meeting or an approval of the minutes thereof.  All such waivers,
consents and approvals shall be filed with the corporate records or made a part
of the minutes of the meeting.  Attendance of a director at a meeting shall
constitute a waiver of notice of such meeting, except when the director attends
the 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.

     Section 4.17  Action Without Meeting.  Any action required or permitted to
                   ----------------------                                      
be taken at a meeting of the Board of Directors, or any committee thereof, may
be taken without a meeting if all members of the Board of Directors or
committee, as the case may be, consent in writing to such action.  Such action
by written consent shall have the same force and effect as a unanimous vote of
the Board of Directors.  Such written consent or consents shall be filed with
the minutes of the proceedings of the Board of Directors.

     Section 4.18  Compensation of Directors.  The Directors shall be entitled
                   -------------------------                                  
to receive such reasonable compensation for their services as directors and/or
as members of committees of the 
                                
                                       8
<PAGE>
 
Board of Directors as the Board of Directors determines from time to time. The
directors may be paid their expenses, if any, for attendance at each meeting of
the Board of Directors or a committee of directors, and each director may be
paid a fixed sum for attendance at each meeting and/or a fixed salary, as
determined from time to time by the Board of Directors. The directors, either
directly or indirectly, shall also be entitled to receive remuneration for
services rendered to the Corporation in any other capacity. Such services may
include, without limitation, services as an officer of the Corporation, legal,
accounting or other professional services, or services as a broker, transfer
agent or underwriter, whether performed by a director or any person affiliated
with a director.

     Section 4.19  Interested Directors.  The Corporation shall not enter into
                   --------------------                                       
a contract or transaction with any director or officer, or with any Person in
which any officer or director holds a material financial interest or serves as
an officer or director, unless:

          (a) The fact of such directors or officer's relationship or interest
is disclosed or known to the Board of Directors or the committee thereof
approving such contract or transaction, and the Board or committee in good faith
authorizes the contract or transaction by the affirmative vote of a majority of
the disinterested directors, even though the disinterested directors be less
than a quorum; or

          (b) The material fact of such director's or officer's relationship or
interest is disclosed or known to the stockholders entitled to vote thereon, and
the contract or transaction is specifically approved in good faith by vote of
the holders of a majority of the outstanding shares entitled to vote thereon
other than shares held by the interested director or such other Person; or

          (c) The contract or transaction is fair and reasonable to the
Corporation.

     Section 4.20  Executive Committee.  The Board of Directors may appoint an
                   -------------------                                        
Executive Committee of three (3) or more directors to whom they may delegate any
of the powers and authorities of the Board of Directors, subject to the
limitations set forth in Section 4.22 below.  The Board of Directors may
prescribe the procedures of the Executive Committee, change the membership
thereof and appoint one or more directors to act as alternate members to replace
absent or disqualified members.  The Chairman shall be a member of the Executive
Committee.

     Section 4.21  Audit Committee.  The Board of Directors may appoint an
                   ---------------                                        
Audit Committee of two (2) or more directors and may establish its procedures
and determine duties.  The Audit Committee shall recommend to the Board of
Directors a firm of independent certified public accountants to conduct the
annual audit of the Corporation's books and records; review with such accounting
firm the scope and results of the annual audit; review the performance by such
independent accountants of professional services in addition to those which are
related to the audit; consult with independent auditors with regard to the
adequacy of the Corporation's system of internal controls; and to perform any
other services requested by the Board of Directors in connection with audit
policies and procedures.

     Section 4.22  Other Committees' Limitations on Powers.  The Board of
                   ---------------------------------------               
Directors may appoint such other committees of directors, with each committee to
consist of two or more of the directors of the Corporation.  The Board may
designate one or more directors as alternate members 

                                       9
<PAGE>
 
of any such committee, who may replace any absent or disqualified member at any
meeting of the committee. Any such committee, to the extent provided in the
resolution of the Board of Directors or the Bylaws of the Corporation, shall
have and may exercise all the powers and authority of the Board of Directors in
the management of the business and affairs of the Corporation, and may authorize
the seal of the Corporation to be affixed to all papers which may require it,
except that no committee, including any committee described in Section 4.20 or
Section 4.21 above, shall have the power to (i) declare dividends or
distributions on stock; (ii) recommend to the stockholders any action which
requires stockholder approval; (iii) approve any merger or share exchange which
does not require stockholder approval; or (iv) authorize the issuance of any
shares of stock except in accordance with Section 2-411 (or any successor
provisions thereto), as the same may be amended or supplemented from time to
time, of the General Corporation Law of Maryland.

 
                                   ARTICLE V

                                    OFFICERS
                                    --------

     Section 5.1  Officers.  The officers of the Corporation shall be a
                  --------                                             
Chairman, Vice Chairman, President, Secretary and a Treasurer.  The Board of
Directors may appoint or may empower the Chairman to appoint such other officers
as the business of the Corporation may require.  The terms, compensation and
duties of all officers of the Corporation shall be determined by these Bylaws or
by the Board of Directors.  All officers shall serve at the pleasure of the
Board of Directors, subject to the rights, if any, of any officer under any
employment contract.

     Section 5.2  Removal and Resignation of Officers.  Subject to the rights,
                  -----------------------------------                         
if any, of an officer under any contract of employment any officer may be
removed, either with or without cause, by the Board of Directors if it finds
that it is in the best interest of the Corporation to do so, at any regular or
special meeting thereof, or, except in case of an officer chosen by the Board of
Directors, by any officer upon whom such power of removal may be conferred by
the Board of Directors.

     Any officer may resign at any time by giving written notice to the Board of
Directors.  Any such resignation shall take effect at the date of the receipt of
such notice or at any later time specified therein; and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.  Any such resignation is without prejudice to the rights, if
any, of the Corporation under any contract to which the officer is a party.

     Section 5.3  Vacancies in Offices.  A vacancy in any office because of
                  --------------------                                     
death, resignation, removal, disqualification or any other cause shall be filled
in the manner described in these Bylaws for regular appointments to such office.

     Section 5.4  Chairman.  The Chairman shall preside at all meetings of the
                  --------                                                    
stockholders and the Board of Directors and shall exercise and perform such
other powers and duties as may from time to time be assigned to the Chairman by
the Board of Directors or prescribed by these Bylaws.  Unless otherwise provided
by the Board of Directors, the Chairman shall also be the chief executive
officer of the Corporation.

                                       10
<PAGE>
    
     Section 5.5  Vice Chairman.  In the absence or disability of the Chairman,
                  -------------                                                
the Vice Chairman shall perform all of the duties of the Chairman, and when so
acting shall have all of the powers of, and be subject to all of the
restrictions upon, the Chairman.  The Vice Chairman shall have such other powers
and perform such other duties as the Board of Directors may from time to time
prescribe.

     Section 5.6  President.  The President shall have such powers and perform
                  ---------                                                   
such duties as the Board of Directors may from time to time prescribe.

     Section 5.7  Secretary.  The Secretary shall attend all meetings of the
                  ---------                                                 
Board of Directors and all meetings of the stockholders and record all
proceedings of such meetings in a book to be kept for that purpose and shall
perform like duties for the standing committees when required.  The Secretary
shall give, or cause to be given, notice of all meetings of the stockholders and
special meetings of the Board of Directors.  The Secretary shall have such other
powers and perform such other duties as the Board of Directors or the Chairman
may from time to time prescribe.

     The Secretary shall have custody of the seal of the Corporation and the
Secretary or an Assistant Secretary shall have authority to affix the same to
any instrument requiring it and, when so affixed, it may be attested by the
Secretary's signature or by the signature of such Assistant Secretary.  The
Board of Directors may give general authority to any other officer to affix the
seal of the Corporation and to attest the affixing by such officer's signature.

     Section 5.8  Assistant Secretaries.  In the absence of the Secretary or in
                  ---------------------                                        
the event of the Secretary's inability or refusal to act, any Assistant
Secretary may perform the duties and exercise the powers of the Secretary and
shall have such other powers and perform such other duties as the Board of
Directors or the Chairman may from time to time prescribe.

     Section 5.9  Treasurer.  The Treasurer shall be the chief accounting and
                  ---------                                                  
financial officer of the Corporation. The Treasurer shall have the custody of
the corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements and books belonging to the Corporation and shall
deposit all monies 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 also disburse the funds of the Corporation as may
be ordered by the Board of Directors, and shall render to the Chairman and the
Board of Directors, at their regular meetings, or when the Board of Directors so
require, an account of all of the Treasurer's transactions and of the financial
condition of the Corporation. The Treasurer shall have such other powers and
perform such other duties as the Board of Directors or the Chairman may from
time to time prescribe.

     Section 5.10  Assistant Treasurers.  In the absence of the Treasurer or in
                   --------------------                                        
the event of the Treasurer's inability or refusal to act, any Assistant
Treasurer may perform the duties and exercise the powers of the Treasurer and
shall have such other powers and perform such other duties as the Board of
Directors or the Chairman may from time to time prescribe.


                                       11
<PAGE>
 
                                   ARTICLE VI

            INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER AGENTS
            -------------------------------------------------------

     Section 6.1  Agents.  For purposes of this Article, "Agent" means (i) any
                  ------                                                      
person who is or was a director or officer of this Corporation, or is or was
serving at the request of this Corporation as a director, officer, employee,
trustee or agent of another corporation or of a partnership, joint venture,
trust or other enterprise, including employee benefit plans, and (ii) any other
employee or agent of this Corporation (or of any such other corporation,
partnership, joint venture, trust or other enterprise) to whom the Board of
Directors, in its sole discretion, elects to extend, in whole or in part, the
benefits of this Article.

     Section 6.2  Action, Etc. Other Than By or in the Right of the
                  -------------------------------------------------
Corporation.  The Corporation shall indemnify any person who was or is a party
-----------
or is threatened to be made a party to any threatened, pending or completed
action, suit, proceeding or investigation, whether civil, criminal or
administrative, and whether external or internal to the Corporation (other than
a judicial action or suit brought by or in the right of the Corporation), by
reason of the fact that he or she is or was an Agent, against all expenses,
liability and loss (including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid or to be paid in settlement) actually and
reasonably incurred by the Agent in connection with such action, suit,
proceeding or investigation, or any appeal therein, unless it is established by
adjudication that (i) the act or omission of the director was material to the
matter giving rise to the proceeding; and (A) was committed in bad faith; or (B)
was the result of active and deliberate dishonesty; or (ii) the Agent actually
received an improper personal benefit in money, property or services; or (iii)
with respect to any criminal action or proceeding, had no reasonable cause to
believe that his or her conduct was unlawful.  The termination of any action,
suit or proceeding by judgment, order, settlement, or its equivalent shall not
of itself, create a presumption that the Agent did not meet the standard of
conduct set forth above in this paragraph.  Notwithstanding the foregoing,
indemnification may be made in respect of any claim, issue or matter as to which
such person shall have been adjudged to have failed to meet the foregoing
standard of conduct but only if and to the extent that a court of appropriate
jurisdiction shall determine upon application that, despite such adjudication
but in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for any such expenses, liability or loss which
the court shall deem proper, provided, however, that no indemnification for any
liability or loss (other than expenses) shall in any event be made to the extent
that such person has been adjudged to have actually received an improper
personal benefit.

     Section 6.3  Action, Etc. By or in the Right of the Corporation.  The
                  --------------------------------------------------      
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed judicial action or suit
brought by or in the right of the Corporation to procure a judgment in its favor
by reason of the fact that such pawn is or was an Agent, against expenses
(including attorneys' fees) and amounts paid in settlement actually and
reasonably incurred by such person in connection with the defense, settlement or
appeal of such action or suit, except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Corporation unless and only to the extent that a
court of appropriate jurisdiction shall determine upon application that, despite
the adjudication of liability but 

                                       12
<PAGE>

in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the court shall deem
proper.

     Section 6.4  Advances of Expenses.  All costs, charges and expenses
                  --------------------                                  
(including attorneys' fees) incurred by an Agent in defense of any action, suit,
proceeding or investigation of the nature referred to in Sections 6.2 or 63 or
any appeal therefrom shall be paid or reimbursed by the Corporation in advance
of the final disposition of such matter upon receipt by the Corporation of (i) a
written affirmation by the Agent of his or her good faith belief that the
standard of conduct necessary for indemnification has been satisfied; and (ii)
an undertaking by or on behalf of such Agent to reimburse the Corporation for
such payment in the event that it is ultimately determined that such person is
not entitled to indemnification under this Article VI or otherwise.

     Section 6.5  Determination of Right to Indemnification or Advances:
                  ------------------------------------------------------
Procedure.  Unless otherwise ordered by a court, any indemnification under
---------                                                                 
Sections 6.2 or 6.3, or advance under Section 6.4, shall be made promptly and in
any event within ninety (90) days following written application by the Agent,
unless with respect to an application for indemnification under Sections 6.2 or
6.3 a determination that such Agent did not meet the applicable standard of
conduct set forth in Sections 6.2 and 6.3 is reasonably made within the ninety
(90) day period, either (i) by the Board of Directors acting by a majority vote
of a quorum consisting of Directors who are not parties to such action, suit or
proceeding, or, if such a quorum cannot be obtained, then by a majority vote of
a committee of the board consisting solely of two or more directors not, at the
time, parties to such proceeding and who were duly designated to act in the
matter by a majority vote of the full board in which the designated directors
who are parties may participate; (ii) special legal counsel selected by the
Board of Directors or a committee of the board by vote as set forth in clause
(i), or if the requisite quorum of the full board cannot be obtained therefor
and the committee cannot be established, by a majority vote of the full board in
which directors who are parties may participate; or (iii) the stockholders
provided that shares held by directors who are parties to the proceeding may not
be voted. Authorization of indemnification and determination as to
reasonableness of expenses shall be made in the same manner as the determination
that indemnification is permissible. However, if the determination that
indemnification is permissible is made by special legal counsel, authorization
of indemnification and determination as to reasonableness of expenses shall be
made in the manner specified in clause (ii) of this section for selection of
such counsel. The right to indemnification or advances as granted by this
Article shall be enforceable by the Agent in any court of competent jurisdiction
if the Board of Directors or independent legal counsel improperly denies the
claim, in whole or in part or if no disposition of such claim is made within
ninety (90) days. It shall be a defense to any such action (other than an action
brought to enforce a claim for expenses incurred in defending any action, suit,
proceeding or investigation in advance of its final disposition where the
required undertaking has been tendered to the Corporation) that the Agent has
not met the standards of conduct which would require the Corporation to
indemnify the amount claimed, but the burden of proving such defense shall be on
the Corporation. The Agent's costs and expenses incurred in connection with
successfully establishing his or her right to indemnification or advances, in
whole or in part, in any such proceeding shall also be indemnified by the
Corporation.

     Section 6.6  Other Rights and Remedies.  The rights to indemnification and
                  -------------------------                                    
advancement of expenses provided by any provision of this Article shall not be
deemed exclusive of, and shall not affect, any other rights to which an Agent
seeking indemnification or advancement of expenses may 

                                       13
<PAGE>

be entitled under any provision of any law, certificate of incorporation, bylaw,
agreement, contract or by any vote of stockholders or disinterested directors or
otherwise, both as to action in his or her official capacity and as to action in
another capacity while serving as an Agent, and shall continue as to a person
who has ceased to be an Agent and shall inure to the benefit of the heirs,
executors and administrators of such Agent.

     Section 6.7  Contract Right.  All rights to indemnification and
                  --------------                                    
advancement of expenses under this Article VI shall be deemed to be provided by
a contract between the Corporation and the Agent who serves as such at any time
while these Bylaws and other relevant provisions of the General Corporation Law
of Maryland and other applicable law, if any, are in effect.  Any repeal,
amendment or modification thereof shall not affect any rights or obligations
then existing.

     Section 6.8  Insurance.  The Corporation may purchase and maintain
                  ---------                                            
insurance on behalf of any Agent against any liability asserted against or
incurred by that Agent in any capacity or arising out of the Agent's status as
such, whether or not the Corporation would have the power to indemnify the Agent
against such liability under the provisions of this Article.  The Corporation
may create a trust fund, grant a security interest or use other means,
including, without limitation, a letter of credit or surety bond, to ensure the
payment of such sums as may become necessary to effect indemnification as
provided herein.

     Section 6.9  Constituent Corporations.  For purposes of this Article,
                  ------------------------                                
references to "the Corporation" include all constituent corporations (including
any constituent of a constituent) absorbed in a consolidation or merger as well
as the resulting or surviving corporation, so that any person who is or was an
Agent of the constituent corporation shall stand in the same position under the
provisions of this Article with respect to the resulting or surviving
corporation as the Agent would if he or she had served the resulting or
surviving corporation in the same capacity.

     Section 6.10  Employee Benefit Plan.  The Corporation shall be deemed to
                   ---------------------                                     
have requested an Agent to serve an employee benefit plan where the performance
of the Agent's duties to the Corporation also imposes duties on, or otherwise
involves services by, the Agent to the plan or participants or beneficiaries of
the plan.  Action taken or omitted by the Agent with respect to an employee
benefit plan in the performance of the Agent's duties for a purpose reasonably
believed by the Agent to be in the interest of the participants and
beneficiaries of the plan shall be deemed to be for a purpose which is not
opposed to the best interests of the Corporation.

     Section 6.11  Severability; Statutory Indemnification.  If this Article or
                   ---------------------------------------                     
any portion hereof shall be invalidated on any ground by any court of competent
jurisdiction, then the Corporation shall nevertheless indemnify each Agent as to
all expenses (including attorneys' fees), liability and loss reasonably incurred
by such Agent in connection with any action, suit, proceeding or investigation
referred to in Section 6.2 or 6.3 to the fullest extent permitted by any portion
of this Article that shall not have been invalidated, or by any other applicable
law. Notwithstanding any other provision of this Article but subject to the
provisions of Section 6.7 regarding contract rights, the Corporation shall
indemnify any Agent and advance expenses incurred by such Agent in any action,
suit or proceeding of the nature referred to in Sections 6.2 or 6.3 to the
fullest extent permitted by the General Corporation Law of Maryland, as the same
may be amended from time to time.
                 
                                       14
<PAGE>
       
                                  ARTICLE VII

                              RECORDS AND REPORTS
                              -------------------

     Section 7.1  Maintenance and Inspection of Corporate Records.  The annual
                  -----------------------------------------------             
reports, these bylaws, the minutes of proceedings of the stockholders and any
copies of any voting trust agreements on file at the principal office of the
Corporation shall be open to inspection at the principal office by any
stockholder or holder of a voting trust certificate during normal business
hours.

     Section 7.2  Right of Inspection - Shareholders of Five Percent of Stock.
                  ----------------------------------------------------------- 
In addition to any rights which may be granted to any class or series of capital
stock by the Articles of Incorporation, one or more persons who together are and
for at least six months have been stockholders of record or holders of voting
trust certificates of at least 5 percent of the outstanding stock of any class
of the Corporation may (i) in person or by agent, on written request, inspect
and copy during usual business hours the corporation's books of account; (ii)
present to any officer or agent of the Corporation a written request for a
statement of its affairs and a list of its stockholders. Within 20 days after
such request for information is made, the Corporation shall prepare and have
available on file at its principal office; (iii) in the case of a request for a
statement of affairs, a statement verified under oath by the Chairman, Vice
Chairman, President or Treasurer which sets forth in reasonable detail the
corporation's assets and liabilities as of a reasonably current date; and (iv)
in the case of a request for a list of stockholders, a list verified under oath
by one of its officers or its stock transfer agent or registrar which sets forth
the name and address of each stockholder and the number of shares of each class
which the stockholder holds.

     Section 7.3  Scope of Right to Inspect.  The right of inspection created
                  -------------------------                                  
by this Article shall extend to the records of each subsidiary of the
Corporation. Any inspection authorized by this Article may be made in person by
the stockholder or holder of a voting trust certificate or by agent or attorney,
and the right of inspection includes the right to copy and make extracts.

     Section 7.4  Reports to Stockholders.  The Board of Directors shall cause
                  -----------------------                                     
an annual report to be sent to the stockholders not later than one hundred
twenty (120) days after the close of the fiscal year adopted by the Board of
Directors.  The annual report shall contain a balance sheet as of the end of
such fiscal year and an income statement and statement of changes in financial
position of such fiscal year, accompanied by a report thereon of an independent
certified accountant.  A manually signed copy of the accountant's report shall
be filed with the Board of Directors.

     At least quarterly the Board of Directors shall send interim reports to the
stockholders, having such form and content as the Board of Directors deems
proper.

                                       15
<PAGE> 
 
                                  ARTICLE VIII

                             STOCK AND CERTIFICATES
                             ----------------------

     Section 8.1  Stock Certificates.  Every holder of stock of the
                  ------------------                               
Corporation shall be entitled to have a certificate signed by or in the name of
the Corporation by the President, the Chairman or any Vice President and by the
Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary
of the Corporation, certifying the number of shares owned by such stockholder in
the Corporation.  Where a certificate is countersigned by a transfer agent other
than the Corporation or its employee, or by a registrar other than the
Corporation or its employee, the signatures of the officers of the Corporation
or the transfer agent or registrar may be facsimiles.  In case any officer,
transfer agent or registrar who was signed or whose facsimile signature has been
placed upon a certificate shall have ceased to be such officer, transfer agent
or a registrar before such certificate is issued, it may be issued by the
Corporation with the same effect as if such officer, transfer agent or registrar
was holding such position at the date of issue.

     Except as otherwise provided by law or these Bylaws, certificates shall be
issued, listed and transferred in accordance with procedures established by the
Board of Directors.  Stock certificates shall contain such legends or other
statements as the Board of Directors determine may be necessary or desirable to
carry out any agreement or the provisions of the Articles of Incorporation or
Section 8.3, or to conform with the REIT Provisions of the Internal Revenue Code
or any other law or regulation.

     Section 8.2  Share Register.  A share register shall be kept by or on
                  --------------                                          
behalf of and under the direction of the Board of Directors containing the names
and addresses of the stockholders, the number of shares held by them
respectively, the numbers of the certificates representing the shares, and a
record of all transfers of shares.  The Persons in whose name certificates are
registered on the records of the Corporation shall be deemed the absolute owners
of the shares represented thereby, but nothing herein shall be deemed to
preclude the Board of Directors or officers, or their agents or representatives
from inquiring as to the actual ownership of shares.  The receipt of dividends
or distributions by the Person in whose name any shares are registered on the
records of the Corporation or of the duly authorized agent of such Person, or if
such shares are so registered in the names of more than one Person, the receipt
of any one of such Persons, or of the duly authorized agent of such Person,
shall be a sufficient discharge for all dividends or distributions payable or
deliverable in respect of such shares and from all liability to see to the
application thereof.

     Section 8.3  Transfer of Shares.  Until a transfer is duly effected on
                  ------------------                                       
the records of the Corporation, the Board of Directors shall not be affected by
any notice of such transfer, either actual or constructive.  Shares shall be
transferable on the records of the Corporation only by the record holder thereof
or by such holder's agent thereunto duly authorized in writing upon delivery to
the Board of Directors or a transfer agent of the certificate or certificates
properly endorsed or accompanied by duly executed instruments of transfer.  Such
delivery of certificates shall be accompanied by all necessary documentary
stamps together with such evidence of the genuineness of each such endorsement,
execution or authorization and of other matters as may reasonably be required by
the Board of Directors or such transfer agent.  Upon such delivery, the


                                        16
<PAGE>
 
transfer shall be recorded in the records of the Corporation and a new
certificate for the shares so transferred shall be issued to the transferee.  In
case of a transfer of only a part of the shares represented by any certificate,
a new certificate for the balance shall be issued to the transferor.

     Any Person becoming entitled to any shares in consequence of the death of a
stockholder or otherwise by operation of law shall be recorded as the holder of
such shares and shall receive a new certificate therefor but only upon delivery
to the Board of Directors or a transfer agent of instruments and other evidence
required by the Board of Directors or the transfer agent to demonstrate such
entitlement, the existing certificate for such shares and any necessary releases
from applicable governmental authorities.

     Nothing herein shall impose upon the Board of Directors or a transfer agent
a duty or limit their rights to inquire into adverse claims.

     Section 8.4  Transfer Restrictions.  The Board of Directors may require
                  ---------------------                                     
a statement or affidavit from each stockholder or proposed transferee of shares
setting forth the number of shares already owned by such stockholder or
transferee, or any related Person, in the form prescribed by the Board of
Directors if the Board of Directors determines that such action is reasonably
necessary to protect the Corporation's tax status as a REIT.  If, in the opinion
of the Board of Directors, which shall be conclusive upon any proposed
transferor or proposed transferee of shares, any proposed transfers would
jeopardize the status of the Corporation as a REIT under the REIT Provisions of
the Internal Revenue Code, the Board of Directors may refuse to permit such
transfer.  Any attempted transfer that the Board of Directors has refused to
permit shall be void and of no effect as to transfer any legal or beneficial
interest in the shares.  All contracts for the sale or for the transfer of
shares shall be subject to this provision.

     Section 8.5  Lost Certificates.  Except as provided in this Section, no
                  -----------------                                         
new certificate for shares shall be issued in lieu of an old certificate unless
the latter is surrendered to the Corporation and canceled at the same time.  The
Board of Directors may, in case any share certificate is lost, stolen or
destroyed authorize the issuance of a new certificate in lieu thereof, upon such
terms and conditions as the Board of Directors, in its sole discretion, may
require, including provision for indemnification of the Corporation and/or a
bond sufficient to protect the Corporation from any claim or liability on
account of the alleged loss, theft or destruction of such certificate or the
issuance of such new certificate.

     Section 8.6  Transfer Agent, Dividend Disbursing Agent and Registrar.
                  -------------------------------------------------------  
The Board of Directors shall have power to employ one or more transfer agents,
dividend disbursing agents and registrars and to authorize them on behalf of the
Corporation to keep records, to hold and disburse any dividends and
distributions and to have and perform in respect of all original issues and
transfers of shares, dividends and distributions and reports and communications
to stockholders, the powers and duties usually had and performed by transfer
agents, dividend disbursing agents and registrars of a Maryland corporation.
 
                                        17
<PAGE>
 
                                   ARTICLE IX

                            GENERAL CORPORATE MATTER
                            ------------------------

     Section 9.1  Tax Status.  It is intended that the Corporation shall
                  ----------                                            
qualify as a REIT under the REIT Provisions of the Internal Revenue Code during
such period as the Board of Directors shall deem advisable to qualify the
Corporation.  The failure of the Corporation to qualify as a REIT or the loss of
such status shall not render the Board of Directors liable to the stockholders
or to any other Person or operate in any manner to dissolve the Corporation.

     Section 9.2  Reliance.  Each director, officer, employee and agent of the
                  --------                                                    
Corporation shall, in the performance of his duties with respect to the
Corporation, be fully justified and protected with regard to any act or failure
to act in reliance in good faith upon the books of account or other records of
the Corporation, upon an opinion of counsel or upon reports made to the
Corporation by any of its officers or employees or by the adviser, accountants,
appraisers or other experts or consultants selected by the Board of Directors or
officers of the Corporation, regardless of whether such counsel or expert may
also be a director.

     Section 9.3  Checks, Drafts, Evidences of Indebtedness.  All checks,
                  -----------------------------------------              
drafts or other orders for payment of money, notes or other evidence of
indebtedness, issued in the name of or payable to the Corporation, shall be
signed or endorsed by such person or persons and in such manner as, from time to
time, shall be determined by resolution of the Board of Directors.

     Section 9.4  Corporate Contracts and Instrument; How Executed.  Except as
                  ------------------------------------------------            
otherwise provided by law, the Articles of Incorporation or these Bylaws, the
Board of Directors may authorize any officer or officers, agent or agents, to
enter into any contract or execute any instrument in the name of and on behalf
of the Corporation, and such authority may be general or confined to specific
instances; and, unless so authorized or ratified by the Board of Directors or
within the agency power of any officer, no officer, agent or employee shall have
any power or authority to bind the Corporation by any contract or engagement or
to pledge its credit or to render it liable for any purpose or to any amount.

     Section 9.5  Representation of Shareholdings.  The Chairman, Vice-Chairman
                  -------------------------------                              
and the Secretary or Assistant Secretary or any person authorized by resolution
of the Board of Directors is authorized to vote, represent and exercise on
behalf of the Corporation all rights incident to any and all shares of any other
corporation, business trust or other entities, foreign or domestic, standing in
the name of the Corporation.  The authority herein granted may be exercised in
person or by proxy.

     Section 9.6  Construction and Definition.  Unless the context requires
                  ---------------------------                              
otherwise, the general provisions, rules of construction and definitions in the
Maryland Corporation Law shall govern the construction of these Bylaws.

     Section 9.7  Seal.  The Corporation's seal shall be in such form as is
                  ----                                                     
required by law and as shall be approved by the Board of Directors.
 
                                       18
<PAGE>
 
                                   ARTICLE X

                                   AMENDMENTS
                                   ----------

     Section 10.1  Amendments.  The power to adopt, amend, repeal or rescind in
                   ----------                                                  
whole or part these Bylaws is solely and exclusively vested in the Board of
Directors.  The stockholders shall have no power to adopt, amend, repeal or
rescind any part of the Bylaws of the Corporation.

                                        19