<PAGE>   1
                                                                     EXHIBIT 3.2




                              AMENDED AND RESTATED
                                    BYLAWS OF
                              THE MILLS CORPORATION


                             As of February 20, 2001


                                    SECTION I
                                  CAPITAL STOCK

        SECTION 1.1. CERTIFICATES. Every holder of stock in The Mi1ls
Corporation (the "Corporation") shall be entitled to have a certificate signed
in the name of the Corporation by the Chairman of the Board of Directors or the
President or a Vice President, and by the Treasurer or an Assistant or Deputy
Treasurer or the Secretary or an Assistant or Deputy Secretary of the
Corporation certifying the number of shares in the Corporation owned by such
holder. If such certificate is countersigned (a) by a transfer agent other than
the Corporation or its employee, or, (b) by a registrar other than the
Corporation or its employee, any other signature on the certificate may be a
facsimile. In case any officer, transfer agent, or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent, or registrar before such certificate is
issued, it may be issued by the Corporation with the same effect as if such
person were such officer, transfer agent, or registrar at the date of issue.

        SECTION 1.2. RECORD OWNERSHIP. A record of the name and address of the
holder of each certificate, the number of shares represented thereby and the
date of issue thereof shall be made on the Corporation's books. The Corporation
shall be entitled to treat the holder of record of any share of stock as the
holder in fact thereof, and accordingly shall not be bound to recognize any
equitable or other claim to or interest in any share on the part of any other
person, whether or not it shall have express or other notice thereof, except as
required by the laws of the State of Delaware.

        SECTION 1.3. TRANSFER OF RECORD OWNERSHIP. Transfers of stock shall be
made on the books of the Corporation only by direction of the person named in
the certificate or such person's attorney, lawfully constituted in writing, and
only upon the surrender of the certificate therefor and a written assignment of
the shares evidenced thereby, which certificate shall be cancelled before the
new certificate is issued.

        SECTION 1.4. LOST CERTIFICATES. Any person claiming a stock certificate
in lieu of one lost, stolen or destroyed shall give the Corporation an affidavit
as to such person's ownership of the certificate and of the facts which go to
prove its loss, theft or destruction. Such person shall also, if required by
polices adopted by the Board of Directors, give the Corporation a bond, in such
form as may be approved by the Corporation, sufficient to indemnify the
Corporation against any claim that may be made against it on account of the
alleged loss of the certificate or the issuance of a new certificate.

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        SECTION 1.5. TRANSFER AGENTS; REGISTRARS; RULES RESPECTING CERTIFICATES.
The Board of Directors may appoint, or authorize any officer or officers to
appoint, one or more transfer agents and one or more registrars. The Board of
Directors may make such further rules and regulations as It may deem expedient
concerning the issue, transfer and registration of stock certificates of the
Corporation.

        SECTION 1.6. RECORD DATE. The Board of Directors may fix in advance a
future date, not exceeding sixty days (nor, in the case of a stockholders'
meeting, less than ten days) preceding the date of any meeting of stockholders,
payment of dividend or other distribution, allotment of rights, or change,
conversion or exchange of capital stock or for the purpose of any other lawful
action, as the record date for determination of the stockholders entitled to
notice of and to vote at any such meeting and any adjournment thereof, or to
receive any such dividend or other distribution or allotment of rights, or to
exercise the rights in respect of any such change, conversion or exchange of
capital stock, or to participate in any such other lawful action, and, in such
case, such stockholders and only such stockholders as shall be stockholders of
record on the date so fixed shall be entitled to such notice of and to vote at
such meeting and any adjournment thereof, or to receive such dividend or other
distribution or allotment of rights, or to exercise such rights, or to
participate in any such other lawful action, as the case may be, notwithstanding
any transfer of any stock on the books of the Corporation after any such record
date fixed as aforesaid.


                                   SECTION II
                            MEETINGS OF STOCKHOLDERS

        SECTION 2.1. ANNUAL MEETINGS. The annual meeting of stockholders for the
election of directors and the transaction of such other proper business shall be
held on the first Thursday in the month of May commencing in May, 1995, unless
otherwise specified by resolution adopted by the Board of Directors, and at the
time and place, within or without Delaware, as determined by the Board of
Directors.

        SECTION 2.2. SPECIAL MEETINGS. Special meetings of stockholders for any
purpose or purposes may be called only by the Board of Directors, pursuant to a
resolution adopted by a majority of the members of the Board of Directors then
in office. Special meetings may be held at any place, within or without
Delaware, as determined by the Board of Directors. Stockholders may not require
the Board of Directors to call special meetings. The only business which may be
conducted at such a meeting, other than procedural matters and matters relating
to the conduct of the meeting, shall be the matter or matters described in the
notice of the meeting.

        SECTION 2.3. NOTICE. Written notice of each meeting of stockholders,
stating the date, hour, place and, in the case of a special meeting, the purpose
thereof, shall be given as provided by law by the Secretary or an Assistant or
Deputy Secretary not less than ten days nor more than sixty days before such
meeting (unless a different time is specified by law) to every stockholder
entitled by law to notice of such meeting.

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        SECTION 2.4. LIST OF STOCKHOLDERS. A complete list of the stockholders
entitled to vote at any meeting of stockholders, arranged in alphabetical
order, and showing the address of each stockholder and the number of shares
registered in the name of each stockholder, shall be prepared by the Secretary
and shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, 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, for at least ten days before the meeting and at the
place of the meeting during the whole time of the meeting.

        SECTION 2.5. QUORUM. The holders of at least a majority of the votes
entitled to be cast by the holders of the issued and outstanding stock of the
Corporation entitled to vote on the matters at issue, present in person or
represented by proxy, shall constitute a quorum, except as otherwise required
by the Delaware General Corporation Law (the "GCL"). In the event of a lack of
a quorum, the chairman of the meeting or a majority in interest of the
stockholders present in person or represented by proxy may adjourn the meeting
from time to time without notice other than an announcement at the meeting,
until a quorum shall be obtained. At any such adjourned meeting at which there
is a quorum, any business may be transacted that might have been transacted at
the meeting originally called.

        SECTION 2.6. ORGANIZATION. The Chairman of the Board, or, in the absence
of the Chairman of the Board, the Chairman of the Executive Committee or, in the
absence of the Chairman of the Executive Committee, the Vice Chairman of the
Board, or, in the absence of the Vice Chairman, the President, or, in the
absence of any of them, any Vice President, shall preside at meetings of
stockholders. The Secretary of the Corporation shall act as secretary, but in
the absence of the Secretary, the presiding officer may appoint a secretary.

        SECTION 2.7. Stockholder Nominations and Proposals. (a) No proposal for
a stockholder vote shall be submitted by a stockholder (a "Stockholder
Proposal") to the Corporation's stockholders unless the stockholder submitting
such proposal (the "Proponent") shall have filed a written notice setting forth
with particularity (i) the names and business addresses of the Proponent and all
Persons (as such term is defined in Article XIII of the Certificate of
Incorporation) acting in concert with the Proponent; (ii) the name and address
of the Proponent and the Persons identified pursuant to clause (i), as they
appear on the Corporation's books (if they so appear); (iii) the class and
number of shares of the Corporation beneficially owned by the Proponent and the
Persons identified pursuant to clause (i); (iv) a description of the Stockholder
Proposal containing all material information relating thereto; and (v) such
other information as the Board of Directors reasonably determines is necessary
or appropriate to enable the Board of Directors and stockholders of the
Corporation to consider the Stockholder Proposal. The presiding officer at any
stockholders meeting may determine and declare at the meeting that any
Stockholder Proposal was not made in accordance with the procedures prescribed
in these Bylaws or is otherwise not in accordance with law, and


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if he should so determine, he shall so declare at the meeting and the
Stockholder Proposal shall be disregarded.

        (b)     Only persons who are selected and recommended by the Board of
Directors or the Nominating Committee thereof, or who are nominated by
stockholders in accordance with the procedures set forth in this Section 2.7,
shall be eligible for election, or qualified to serve, as directors. Nominations
of individuals for election to the Board of Directors of the Corporation at any
annual meeting or any special meeting of stockholders at which directors are to
be elected may be made by any stockholder of the Corporation entitled to vote
for the election of directors at that meeting by compliance with the procedures
set forth in this Section 2.7. Nominations by stockholders shall be made by
written notice (a "Nomination Notice"), which shall set forth (i) as to each
individual nominated, (A) the name, date of birth, business address and
residence address of such individual; (B) the business experience during the
past five years of such nominee, including his or her principal occupations and
employment during such period, the name and principal business of any
corporation or other organization in which such occupations and employment were
carried on, and such other information as to the nature of his or her
responsibilities and level of professional competence as may be sufficient to
permit assessment of his or her prior business experience; (C) whether the
nominee is or has ever been at any time a director, officer or owner of 5% or
more of any class of capital stock, partnership interests or other equity
interest of any corporation, partnership or other entity; (D) any directorships
held by such nominee in any company with a class of securities registered
pursuant to section 12 of the Securities Exchange Act of 1934, as amended, or
subject to the requirements of section 15(d) of such Act or any company
registered as an investment company under the Investment Company Act of 1940, as
amended; and (E) whether, in the last five years, such nominee has been
convicted in a criminal proceeding or has been subject to a judgment, order,
finding or decree of any federal, state or other governmental entity, concerning
any violation of federal, state or other law, or any proceeding in bankruptcy,
which conviction, order, finding, decree or proceeding may be material to an
evaluation of the ability or integrity of the nominee; and (ii) as to the Person
submitting the Nomination Notice and any Person acting in concert with such
person, (x) the name and business address of such Person, (y) the name and
address of such Person as they appear on the Corporation's books (if they so
appear), and (z) the class and number of shares of the Corporation's capital
stock which are beneficially owned by such Person. A written consent to being
named in a proxy statement as a nominee, and to serve as a director if elected,
signed by the nominee, shall be filed with any Nomination Notice. If the
presiding officer at any stockholders meeting determines that a nomination was
not made in accordance with the procedures prescribed by these Bylaws, he shall
so declare to the meeting and the defective nomination shall be disregarded.

        (c)     Nomination Notices and Stockholder Proposals shall be delivered
to the Secretary at the principal executive office of the Corporation not less
than 60 days and not more than 90 days prior to the date of the meeting of
stockholders to such Nomination Notice or Stockholder Proposal is to be
submitted at an annual



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stockholders meeting (provided however that if such annual meeting is called
to be held before the date specified in Section 2.1 hereof, such Nomination
Notice or Stockholder Proposal shall be so delivered no later than the close of
business on the 10th day following the day on which notice of the date of the
annual stockholders meeting was given). Nomination Notices and Stockholder
Proposals shall be delivered to the Secretary at the principal executive office
of the Corporation no later than the close of business on the 10th day following
the day on which notice of the date of a special meeting of stockholders was
given if the Nomination Notice or Stockholder Proposal is to be submitted at a
special stockholders meeting.

        SECTION 2.8. VOTING. Unless otherwise provided in a resolution or
resolutions providing for any class or series of Preferred Stock pursuant to
Article IV of the Certificate of Incorporation, by any other provision of the
Certificate of Incorporation or by the GCL, each stockholder shall be entitled
to one vote, in person or by written proxy, for each share held of record by
such stockholder which is entitled to vote generally in the election of
directors. All elections for the Board of Directors shall be decided by a
plurality of the votes cast and all other questions shall be decided by a
majority of the votes cast, except as otherwise required by the GCL or as
provided for in the Certificate of Incorporation or these Bylaws. Abstentions
shall not be considered to be votes cast.

        SECTION 2.9. INSPECTORS. Votes by written ballot at any meeting of
stockholders may be conducted by one or more inspectors, appointed for that
purpose, either by the Board of Directors or by the chairman of the meeting. The
inspector or inspectors may decide upon the qualifications of voters, the
validity of proxies, and may count the votes and declare the result.


                                   SECTION III
                               BOARD OF DIRECTORS

        SECTION 3.1. NUMBER AND QUALIFICATIONS. The business and affairs of the
Corporation shall be managed by or under the direction of its Board of
Directors. On the effective date of these Bylaws, the Board of Directors shall
consist of nine persons. The number of, retirement age of and other restrictions
and qualifications for directors constituting the Board of Directors shall be as
authorized from time to time exclusively by a majority vote of the members of
the Board of Directors then in office, provided that no amendment to the Bylaws
decreasing the number of directors shall have the effect of shortening the term
of any incumbent director and provided that the number of directors shall not be
changed without the approval by at least sixty-six and two-thirds percent (66
2/3%) of the members of the Board of Directors then in office.

        SECTION 3.2. RESIGNATION. A director may resign at any time by giving
written notice to the Chairman of the Board, to the President, or to the
Secretary. Unless otherwise stated in such notice of resignation, the acceptance
thereof shall not be necessary to make it effective; and such resignation shall
take effect at the time



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specified therein or, in the absence of such specification, it shall take effect
upon the receipt thereof.


        SECTION 3.3. REGULAR MEETINGS. Regular meetings of the Board of
Directors may be held without further notice at such time as shall from time to
time be determined by the Board of Directors.

        SECTION 3.4. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by the Chairman of the Board, the Chairman of the
Executive Committee, the Vice Chairman of the Board or the President or at the
request in writing of a majority of the members of the Board of Directors then
in office.

        SECTION 3.5. NOTICE OF SPECIAL MEETINGS. Notice, of the date, time and
place of each special meeting shall be mailed by regular mail to each director
at his designated address at least six days before the meeting, or sent by
overnight courier to each director at his designated address at least two days
before the meeting (with delivery scheduled to occur no later than the day
before the meeting), or given orally by telephone or other means, or by
telegraph or telecopy, or by any other means comparable to any of the foregoing,
to each director at his designated address at least 24 hours before the meeting.
The notice of the special meeting shall state the general purpose of the
meeting, but other routine business may be conducted at the special meeting
without such matter being stated in the notice.

        SECTION 3.6. PLACE OF MEETINGS. The Board of Directors may hold their
meetings and have an office or offices outside of Delaware. Each regular meeting
of the Board of Directors shall be held at the location specified in the notice
with respect to such meeting or if no such notice is provided or no location is
specified therein, at the principal executive offices of the Corporation. A
meeting of the Board of Directors for the election of officers and the
transaction of such other business as may come before it may be held without
notice immediately following the annual meeting of stockholders.

        SECTION 3.7. TELEPHONIC MEETINGS AND PARTICIPATION. Any or all of the
directors may participate in a meeting of the Board of Directors or any
committee thereof by conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other.

        SECTION 3.8. ACTION BY DIRECTORS WITHOUT A MEETING. Unless otherwise
restricted by the Certificate of Incorporation or these Bylaws, any action
required or permitted to be taken at any meeting of the Board of Directors, or
of any committee thereof, may be taken without a meeting if all members of the
Board or of such committee, as the case may be, consent thereto in writing, and
the writing or writings are filed with the minutes of proceedings of the Board
or committee.

        SECTION 3.9. QUORUM AND ADJOURNMENT. A majority of the number of the
directors then holding office shall constitute a quorum. Whether or not a quorum




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is present to conduct a meeting, any meeting of the Board of Directors
(including an adjourned meeting) may be adjourned by a majority of the directors
present, to reconvene at a specific time and place. It shall not be necessary
to give to the directors present at the adjourned meeting notice of the
reconvened meeting or of the business to be transacted, other than by
announcement at the meeting that was adjourned; provided, however, that notice
of such reconvened meeting, stating the date, time, and place of the reconvened
meeting, shall be given to the directors not present at the adjourned meeting in
accordance with the requirements of Section 3.5 hereof.

        SECTION 3.10. ORGANIZATION. The Chairman of the Board, or, in the
absence of the Chairman of the Board, the Chairman of the Executive Committee,
or in the absence of the Chairman of the Executive Committee, the Vice Chairman
of the Board, or, in the absence of the Vice Chairman of the Board, the
President, or in the absence of the President, a member of the Board selected by
the members present, shall preside at meetings of the Board. The Secretary of
the Corporation shall act as secretary, but in the absence of the Secretary, the
presiding officer may appoint a secretary.

        SECTION 3.11. COMPENSATION OF DIRECTORS. Directors shall receive such
compensation for their services as the Board of Directors may determine. Any
director may serve the Corporation in any other capacity and receive
compensation therefor.

        SECTION 3.12. PRESUMPTION OF ASSENT. A director of the Corporation who
is present at a meeting of the Board of Directors when a vote on any matter is
taken is deemed to have assented to the action taken unless he votes against or
abstains from the action taken, or unless at the beginning of the meeting or
promptly upon arrival the director objects to the holding of the meeting or
transacting specified business at the meeting. Any such dissenting votes,
abstentions or objections shall be entered in the minutes of the meeting.

        SECTION 3.13. VOTING. Except as otherwise provided in the Certificate of
Incorporation, these Bylaws and the GCL, all actions taken by the Board of
Directors shall be taken by a majority vote of the members then in office.

        SECTION 3.14. CONFLICTS OF INTEREST. All matters in which a director of
the Corporation is an interested party shall require the approval of a majority
of the disinterested directors.

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                                   SECTION IV
                          EXECUTIVE AND OTHER COMMITTEES

        SECTION 4.1. EXECUTIVE COMMITTEE. The Board shall, by resolution passed
by a majority of the members of the Board of Directors then in office, designate
an Executive Committee to consist of three members of the Board.

        SECTION 4.2. VACANCIES. A majority of the members of the Board of
Directors then in office shall have the power to change the membership of the
Executive Committee at any time, to fill vacancies therein and to discharge the
Executive Committee or to remove any member thereof, for cause, at any time.

        SECTION 4.3. PROCEDURE. Meetings of the Executive Committee shall be
held at such times and places as the Chairman of the Board of Directors may
determine. The Executive Committee may fix its rules of procedure, determine its
manner of acting and specify what notice, if any,of meetings shall be given,
except as the Board of Directors by a vote of sixty-six and two-thirds percent
(66 2/3%) shall by resolution otherwise provide. Unless otherwise provided by
the Board of Directors or the Executive Committee, quorum, voting and other
procedures shall be the same as those applicable to actions taken by the Board
of Directors.

        SECTION 4.4. POWERS.

        (a)     Except as otherwise provided by law or the Certificate of
Incorporation, the Executive Committee shall have and may exercise all the
powers of the Board of Directors in the management of the business and affairs
of the Corporation in the intervals between meetings of the Board of Directors
as may be from time to time delegated by the Board of Directors to the Executive
Committee.

        (b)     Such powers, however, will not include the power to approve or
authorize Disposition of any Project or a Phase of any Project or any matter
that cannot be delegated by the Board of Directors to a committee under the GCL.

        (c)     For purposes of this section 4.4 only, the following definitions
shall  apply:

                (i)     "Disposition" shall mean the sale, exchange, assignment,
conveyance, lease (other than in the ordinary course of business of The Mills
Limited Partnership (the "Partnership")), transfer or other disposition of in
any one transaction (a "Disposition") any Property (or Phase of any Property) or
all or substantially all of the interests in any Property Partnership owning any
Property (or Phase of any Property), or consent to any such act by any Property
Partnership if the value of the Property (or Phase of any Property) or interests
in the Property Partnership involved in the Disposition exceeds five percent
(5%) of the gross assets of the Partnership;



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                (ii)    "Phase" shall mean a discreet stage of construction of
any Property.

                (iii)   "Property" shall mean any of the super regional outlet
malls or community shopping centers owned by any Property Partnership, whether
(i) presently constructed and operating, (ii) under construction, or (iii)
consisting of land (and any associated development rights) for construction,
which is fully or partially owned (directly or indirectly) by the Partnership.

                (iv)    "Property Partnership" shall mean any of the
partnerships which owned, prior to the formation of the Partnership (and
subsequent to such formation to the extent not liquidated), the Properties or
Phases thereof.

        SECTION 4.5. NOMINATING COMMITTEE. The Board shall, by resolution passed
by a majority of the members of the Board of Directors then in office, designate
a Nominating Committee to consist of three members of the Board. The Nominating
Committee shall select the nominees for director for the Board of Directors and
shall also make recommendations to fill vacancies on the Board of Directors. A
majority of the Board of Directors then in office shall have the power to change
the membership of the Nominating Committee, to fill vacancies therein or to
remove any members thereof, either with or without cause, at any time. Unless
otherwise provided by the Board of Directors or the Nominating Committee,
quorum, voting, and other procedures of the Nominating Committee shall be the
same as those applicable to actions taken by the Board of Directors. The
Nominating Committee may fix its rules of procedure, determine its manner of
acting and fix the time and place, whether within or without the State of
Delaware, of its meetings and specify what notice thereof, if any, shall be
given, unless the Board of Directors shall otherwise by resolution provide.

        SECTION 4.6. AUDIT COMMITTEE. The Board shall, by resolution passed by a
majority of the members of the Board of Directors then if office, designate an
Audit Committee to consist of two members of the Board who are not also officers
of the Corporation. The Audit Committee will make recommendations to the Board
concerning the engagement of independent public accountants, review with such
accountants the plans and results of the audit engagement, approve professional
services provided by the independent public accountants, review the independence
of such accountants and review the adequacy of the Corporation's internal
accounting controls. A majority of the Board of Directors then in office shall
have the power to change the membership of the Audit Committee (provided that
the Audit Committee shall always have at least two members and a majority of its
members shall always be members of the Board who are not also officers of the
Corporation), to fill vacancies therein or to remove any members thereof, either
with or without cause, at any time. Unless otherwise provided by the Board of
Directors or Audit Committee, quorum, voting, and other procedures of the Audit
Committee shall be the same as those applicable to actions taken by the Board of
Directors. The Audit Committee may fix its rules of procedure, determine its
manner of acting and fix the time and place, whether within or without the State
of Delaware, of its meetings and specify what




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notice hereof, if any, shall be given, unless the Board of Directors shall
otherwise by resolution provide.

         SECTION 4.7. EXECUTIVE COMPENSATION COMMITTEE. The Board shall, by
resolution passed by a majority of the members of the Board of Directors then in
office, designate an Executive Compensation Committee to consist of three
members of the Board, none of whom shall be eligible to receive awards under any
stock option, restricted stock or similar plan of the Corporation except for
formula awards. The Executive Compensation Committee shall determine, subject to
approval by the Board of Directors, the compensation of the executive officers
of the Corporation and shall administer any stock option, restricted stock or
similar plan of the Corporation. A majority of the Board of Directors then in
office shall have the power to change the membership of the Executive
Compensation Committee (provided that no member of the Executive Compensation
Committee shall be eligible to receive awards under any stock option, restricted
stock or similar plan of the Corporation except for formula awards), to fill
vacancies therein or to remove any members thereof, either with or without
cause, at any time. Unless otherwise provided by the Board of Directors or
Executive Compensation Committee, quorum, voting, and other procedures of the
Executive Compensation Committee shall be the same as those applicable to
actions taken by the Board of Directors. The Executive Compensation Committee
may fix its rules of procedure, determine its manner of acting and fix the time
and place, whether within or without the State of Delaware, of its meetings and
specify what notice thereof, if any, shall be given, unless the Board of
Directors shall otherwise by resolution provide.

         SECTION 4.8. OTHER COMMITTEES. The Board of Directors may, by
resolutions passed by a majority of the members of the Board of Directors then
in office, designate members of the Board of Directors to constitute other
committees which shall in each case consist of such number of directors, and
shall have and may execute such powers as may be determined and specified in the
respective resolutions appointing them. Any such committee may fix its rules of
procedure, determine its manner of acting and fix the time and place, whether
within or without the State of Delaware, of its meetings and specify what notice
thereof, if any, shall be given, unless the Board of Directors shall otherwise
by resolution provide. Unless otherwise provided by the Board of Directors or
such committee, quorum, voting and other procedures shall be the same as those
applicable to actions taken by the Board of Directors. A majority of the members
of the Board of Directors then in office shall have the power to change the
membership of any such committee at any time, to fill vacancies therein and to
discharge any such committee or to remove any member thereof, either with or
without cause, at any time.

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                                   SECTION V
                                    OFFICERS

         SECTION 5.1. DESIGNATION. The officers of the Corporation shall be a
Chairman of the Board of Directors, one or more Vice Chairmans of the Board of
Directors, a President, one or more Vice Presidents in such gradations as the
Board of Directors may determine, a Treasurer, one or more Assistant or Deputy
Treasurers, a Secretary, and one or more Assistant or Deputy Secretaries. The
Board of Directors and any member of the Office of the Chairman also may elect
or appoint, or provide for the appointment of, such other officers or agents as
may from time to time appear necessary or advisable in the conduct of the
business and affairs of the Corporation.

         SECTION 5.2. ELECTION AND TERM. At its first meeting after each annual
meeting of stockholders, the Board of Directors shall elect the officers or
provide for the appointment thereof. Subject to Section 5.3 and Section 5.4
hereof, the term of each officer elected by the Board of Directors shall be
until the first meeting of the Board of Directors following the next annual
meeting of stockholders and until such officer's successor is chosen and
qualified.

         SECTION 5.3. RESIGNATION. Any officer may resign at any time by giving
written notice to any member of the Office of the Chairman or the Secretary.
Unless otherwise stated in such notice of resignation, the acceptance thereof
shall not be necessary to make it effective; and such resignation shall take
effect at the time specified therein or, in the absence of such specification,
it shall take effect upon the receipt thereof.

         SECTION 5.4. REMOVAL. Any officer may be removed at any time with or
without cause by the affirmative vote of sixty-six and two-thirds percent (66
2/3%) of the members of the Board of Directors then in office. Any officer
appointed by another officer may be removed with or without cause by such
officer.

         SECTION 5.5. VACANCIES. A vacancy in any office may be filled for the
unexpired portion of the term by the Board of Directors pursuant to Section 4.2
herein or, in the case of offices held by officers who may be appointed by other
officers, by any officer authorized to appoint such officer.

         SECTION 5.6. CHIEF EXECUTIVE AND CHIEF FINANCIAL OFFICERS. The
President shall initially be the Chief Executive Officer of the Corporation and
thereafter, at such time as the Board of Directors shall determine, the Chief
Executive Officer shall be such officer as the Board of Directors shall
designate from time to time. The Chief Executive Officer shall be responsible
for carrying out the policies adopted by the Board of Directors. The Board of
Directors shall also designate a Chief Financial Officer. The Chief Financial
Officer shall have general authority and supervision over the finances of the
Corporation and shall consult with the Chief Executive Officer as to matters
within the scope of the authority of the Chief Executive Officer.

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         SECTION 5.7. CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman of the
Board of Directors shall have such powers and perform such duties as may be
provided for herein and as may be incident to the office and as may be assigned
by the Board of Directors.

         SECTION 5.8. VICE CHAIRMAN OF THE BOARD OF DIRECTORS. Any Vice Chairman
of the Board of Directors shall, except as otherwise provided in these Bylaws or
by the Board of Directors, in the absence of the Chairman, have the powers and
perform the duties of the Chairman, and shall have such other powers and perform
such other duties as may be provided for herein and as may be incident to the
office and as may be assigned by the Board of Directors.

         SECTION 5.9. PRESIDENT. The President shall have such powers and
perform such duties as may be provided for herein and as may be incident to the
office and as may be assigned from time to time by the Board of Directors.

         SECTION 5.10. VICE PRESIDENTS. Each Vice President shall have such
powers and perform such duties as may be provided for herein and as may be
assigned by the Chairman of the Board of Directors, the President or the Board
of Directors.

         SECTION 5.11. TREASURERS. The Treasurer shall have charge of all funds
of the Corporation and shall perform all acts incident to the position of
Treasurer, subject to the control of the Board of Directors.

         SECTION 5.12. ASSISTANT OR DEPUTY TREASURER. Each Assistant or Deputy
Treasurer shall have such powers and perform such duties as may be assigned by
the Treasurer or the Board of Directors.

         SECTION 5.13. SECRETARY. The Secretary shall keep the minutes, and give
notices, of all meetings of stockholders and directors and of such committees as
directed by the Board of Directors. The Secretary shall have charge of such
books and papers as the Board of Directors may require. The Secretary or any
Assistant Secretary is authorized to certify copies of extracts from minutes
and of documents in the Secretary's charge and anyone may rely on such certified
copies to the same effect as if such copies were originals and may rely upon any
statement of fact concerning the Corporation certified by the Secretary (or any
Assistant Secretary). The Secretary shall perform all acts incident to the
office of Secretary, subject to the control of the Board of Directors.

         SECTION 5.14. ASSISTANT OR DEPUTY SECRETARIES. Each Assistant or Deputy
Secretary shall have such powers and perform such duties as may be assigned by
the Secretary or the Board of Directors.

         SECTION 5.15. COMPENSATION OF OFFICERS. The officers of the Corporation
shall receive such compensation for their services as the Board of Directors may


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<PAGE>   13


determine. The Board of Directors may delegate its authority to determine
compensation to the Executive Compensation Committee of the Board of Directors.

         SECTION 5.16. EXECUTION OF INSTRUMENTS. Checks, notes, drafts, other
commercial instruments, assignments, guarantees of signatures and contracts
(except as otherwise provided herein or by law) shall be executed by the
Chairman of the Board of Directors, the Vice Chairman of the Board of Directors,
the President, any Vice President or such officers or employees or agents as the
Board of Directors or any of such designated officers may direct.

         SECTION 5.17. MECHANICAL ENDORSEMENT. The Chairman of the Board of
Directors, the Vice Chairman of the Board of Directors, the President, any Vice
President or the Secretary may authorize any endorsement on behalf of the
Corporation to be made by such mechanical means or stamps as any of such
officers may deem appropriate.


                                   SECTION VI
                                INDEMNIFICATION

         SECTION 6.1. INDEMNIFICATION PROVISIONS IN CERTIFICATE OF
INCORPORATION. The provisions of this Section VI are intended to supplement
Article VII of the Certificate of Incorporation pursuant to Section 7.2 of the
Certificate of Incorporation. To the extent that this Section VI contains any
provisions inconsistent with said Article VII, the provisions of the Certificate
of Incorporation shall govern. Terms defined in such Article VII shall have the
same meaning in this Section VI.

         SECTION 6.2. UNDERTAKINGS FOR ADVANCES OF EXPENSES. If and to the
extent the GCL requires, an advancement by the Corporation of expenses incurred
by an indemnitee pursuant to clause (iii) of the last sentence of Section 7.1 of
the Certificate of Incorporation (hereinafter an advancement of expenses)
shall be made only upon delivery to the Corporation of an undertaking
(hereinafter an "undertaking"), by or on behalf of such indemnitee, to repay all
amounts so advanced if it shall ultimately be determined by final judicial
decision from which there is no further right to appeal (hereinafter a "final
adjudication") that such indemnitee is not entitled to be indemnified for such
expenses under Article VII of the Certificate of Incorporation or otherwise.

         SECTION 6.3. CLAIMS FOR INDEMNIFICATION. If a claim for indemnification
under Section 7.1 of the Certificate of Incorporation is not paid in full by the
Corporation within sixty days after it has been received in writing by the
Corporation, except in the case of a claim for an advancement of expenses, in
which case the applicable period shall be twenty days, the indemnitee may at any
time thereafter bring suit against the Corporation to recover the unpaid amount
of the claim. If successful in whole or in part in any such suit, or in a suit
brought by the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the indemnitee




                                      -13-

<PAGE>   14

shall be entitled to be paid also the expense of prosecuting or defending such
suit. In any suit brought by the indemnitee to enforce a right to
indemnification hereunder (but not in a suit brought by the indemnitee to
enforce a right to an advancement of expenses) it shall be a defense that, and
in any suit by the Corporation to recover an advancement of expenses pursuant to
the terms of an undertaking, the Corporation shall be entitled to recover such
expenses only upon a final adjudication that the indemnities has not met the
applicable standard of conduct set forth in Section 145 of the GCL (or any
successor provision or provisions). Neither the failure of the Corporation
(including the Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
suit that indemnification of the indemnitee is proper in the circumstances
because the indemnitee has met the applicable standard of conduct set forth in
Section 145 of the GCL (or any successor provision or provisions), nor an actual
determination by the Corporation (including the Board of Directors, independent
legal counsel, or its stockholders) that the indemnitee has not met such
applicable standard of conduct, shall create a presumption that the indemnitee
has not met the applicable standard of conduct or, in the case of such a suit
brought by the indemnitee, be a defense to such suit. In any suit brought by the
indemnitee to enforce a right to indemnification or to an advancement of
expenses hereunder, or by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the burden of proving that the
indemnitie is not entitled to be indemnified, or to have or retain such
advancement of expenses, under Article VII of the Certificate of Incorporation
or this Section VI or otherwise, shall be on the Corporation.


         SECTION 6.4. INSURANCE. The Corporation may maintain insurance, at its
expense, to protect itself and any director, trustee, officer, employee or agent
of the Corporation or another enterprise against any expense, liability or
loss, whether or not the Corporation would have the power to indemnify such
person against such expense, liability or loss under the GCL.

         SECTION 6.5. SEVERABILITY. In the event that any of the provisions of
this Section VI (including any provision within a single section, paragraph or
sentence) is held by a court of competent jurisdiction to be invalid, void or
otherwise unenforceable, the remaining provisions are severable and shall remain
enforceable to the full extent permitted by law.

                                   SECTION VII
                                 MISCELLANEOUS

         Section 7.1. SEAL. The corporate seal shall have inscribed upon it the
name of the Corporation and the words "Corporate Seal" and "Delaware". The
Secretary shall be in charge of the seal and may authorize a duplicate seal to
be kept and used by any other officer or person.



                                      -14-
<PAGE>   15

         SECTION 7.2. WAIVER OF NOTICE. Whenever any notice is required to be
given, a waiver thereof in writing, signed by the person or persons entitled to
the notice, whether before or after the time stated therein shall be deemed
equivalent thereto. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.

         SECTION 7.3. VOTING OF STOCK OWNED BY THE CORPORATION. Powers of
attorney, proxies, waivers of notice of meeting, consents and other instruments
relating to securities owned by the Corporation may be executed in the name of
and on behalf of the Corporation by the Chairman of the Board of Directors, the
Vice Chairman of the Board of Directors, the President, any Vice President or
such officers or employees or agents as the Board of Directors or any of such
designated officers may direct. Any such officer may, in the name of and on
behalf of the Corporation, take all such action as any such officer may deem
advisable to vote in person or by proxy at any meeting of security holders of
any corporation in which the Corporation may own securities and at any such
meeting shall possess and may exercise any and all rights and powers incident
to the ownership of such securities and which, as the owner thereof, the
Corporation might have exercised and possessed if present. The Board of
Directors may from time to time confer like powers upon any other person or
persons.


         SECTION 7.4. EXECUTIVE OFFICE. The principal executive office of the
Corporation shall be located in Washington, D.C. or such other location as may
be specified by the Board of Directors. The books of account and records shall
be kept in such office. The Corporation also may have offices at such other
places, both within and without Delaware, as the Board of Directors from time to
time shall determine or the business and affairs of the Corporation may require.


                                  ARTICLE VIII
                              AMENDMENT OF BYLAWS

         These Bylaws of the Corporation may be amended, altered, changed,
adopted and repealed by a vote of the majority of the Board of Directors then in
office at any regular or special meeting. The stockholders also shall have the
power to amend, alter, change, adopt and repeal the Bylaws of the Corporation at
any annual or special meeting subject to the requirements of the Certificate of
Incorporation.

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