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                                                                     EXHIBIT 3.2
            CORPORATE PROPERTY ASSOCIATES 17 -- GLOBAL INCORPORATED

                                     BYLAWS

                                    ARTICLE I

                                     OFFICES

      Section 1. Principal Office. The principal office of the Corporation in
the State of Maryland shall be located at such place as the Board of Directors
may designate.

      Section 2. Additional Offices. The Corporation may have additional
offices, including a principal executive office, at such places as the Board of
Directors may from time to time determine or the business of the Corporation may
require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

      Section 1. Place. All meetings of stockholders shall be held at the
principal executive office of the Corporation or at such other place as shall be
set by the Board of Directors and stated in the notice of the meeting

      Section 2. Annual Meeting. An annual meeting of the stockholders for the
election of directors and the transaction of any business within the powers of
the Corporation shall be held on a date and at the time set by the Board of
Directors during the month of June in each year, beginning in the year 2008.

      Section 3. Special Meetings. The chairman of the board, the president, the
chief executive officer, a majority of the Board of Directors or a majority of
the Independent Directors (as defined in the charter of the Corporation (the
"Charter")) may call a special meeting of the stockholders. A special meeting 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 ten
percent of all the votes entitled to be cast at such meeting. The written
request must state the purpose of such meeting and the matters proposed to be
acted on at such meeting. Within ten days after receipt of such written request,
either in person or by mail, the secretary of the Corporation shall provide all
stockholders with written notice, either in person or by mail, of such meeting
and the purpose of such meeting. Notwithstanding anything to the contrary
herein, such meeting shall be held not less than 15 days nor more than 60 days
after the secretary's delivery of such notice. Subject to the foregoing
sentence, such meeting shall be held at the time and place specified in the
shareholder request; provided, however, that if none is so specified, such
meeting shall be held at a time and place convenient to the stockholders.

      Section 4. Notice. Except as provided otherwise in Section 3 of this
Article II, not less than ten nor more than 90 days before each meeting of
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, by presenting it to such stockholder personally, by leaving it at the
stockholder's residence or usual place of business or by any other means
permitted by Maryland law. If mailed, such

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notice shall be deemed to be given when deposited in the United States mail
addressed to the stockholder at the stockholder's address as it appears on the
records of the Corporation, with postage thereon prepaid.

      Subject to Section 11(a) of this Article II, any business of the
Corporation may be transacted at an annual meeting of stockholders without being
specifically designated in the notice, except such business as is required by
any statute to be stated in such notice. No business shall be transacted at a
special meeting of stockholders except as specifically designated in the notice.

      Section 5. Organization and Conduct. Every meeting of stockholders shall
be conducted by an individual appointed by the Board of Directors to be chairman
of the meeting or, in the absence of such appointment, by the chairman of the
board or, in the case of a vacancy in the office or absence of the chairman of
the board, by one of the following officers present at the meeting: the vice
chairman of the board, if there be one, the president, the vice presidents in
their order of rank and seniority, or, in the absence of such officers, a
chairman chosen by the stockholders by the vote of a majority of the votes cast
by stockholders present in person or by proxy. The secretary, or, in the
secretary's absence, an assistant secretary, or in the absence of both the
secretary and assistant secretaries, a person appointed by the Board of
Directors or, in the absence of such appointment, a person appointed by the
chairman of the meeting shall act as secretary. In the event that the secretary
presides at a meeting of the stockholders, an assistant secretary, or in the
absence of assistant secretaries, an individual appointed by the Board of
Directors or the chairman of the meeting, shall record the minutes of the
meeting. The order of business and all other matters of procedure at any meeting
of stockholders shall be determined by the chairman of the meeting. The chairman
of the meeting may prescribe such rules, regulations and procedures and take
such action as, in the discretion of such chairman, are appropriate for the
proper conduct of the meeting, including, without limitation, (a) restricting
admission to the time set for the commencement of the meeting; (b) limiting
attendance at the meeting to stockholders of record of the Corporation, their
duly authorized proxies and other such individuals as the chairman of the
meeting may determine; (c) limiting participation at the meeting on any matter
to stockholders of record of the Corporation entitled to vote on such matter,
their duly authorized proxies and other such individuals as the chairman of the
meeting may determine; (d) limiting the time allotted to questions or comments
by participants; (e) determining when the polls should be opened and closed; (f)
maintaining order and security at the meeting; (g) removing any stockholder or
any other individual who refuses to comply with meeting procedures, rules or
guidelines as set forth by the chairman of the meeting; and (h) concluding a
meeting or recessing or adjourning the meeting to a later date and time and at a
place announced at the meeting. Unless otherwise determined by the chairman of
the meeting, meetings of stockholders shall not be required to be held in
accordance with the rules of parliamentary procedure.

      Section 6. Quorum. At any meeting of stockholders, the presence in person
or by proxy of stockholders entitled to cast a majority of all the votes
entitled to be cast at such meeting on any matter shall constitute a quorum; but
this section shall not affect any requirement under any statute or the Charter
for the vote necessary for the adoption of any measure. If, however, such quorum
shall not be present at any meeting of the stockholders, the chairman of the
meeting shall have the power to adjourn the meeting from time to time to a date
not more than 120 days after the original record date without notice other than
announcement at the meeting. At such adjourned meeting at which a quorum shall
be present, any business may be transacted which might have been transacted at
the meeting as originally notified.

      The stockholders present either in person or by proxy, at a meeting which
has been duly called and convened, may continue to transact business until
adjournment, notwithstanding the withdrawal of enough stockholders to leave less
than a quorum.

      Section 7. Voting. The holders of a majority of the shares of stock of the
Corporation present in person or by proxy at an annual meeting at which a quorum
is present may, without the

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necessity for concurrence by the Board of Directors, vote to elect a director.
Each share may be voted for as many individuals as there are directors to be
elected and for whose election the share is entitled to be voted. A majority of
the votes cast at a meeting of stockholders duly called and at which a quorum is
present shall be sufficient to approve any other matter which may properly come
before the meeting, unless more than a majority of the votes cast is required by
statute or by the Charter. Unless otherwise provided by statute or by the
Charter, each outstanding share, regardless of class, shall be entitled to one
vote on each matter submitted to a vote at a meeting of stockholders. Voting on
any question or in any election may be viva voce unless the chairman of the
meeting shall order that voting be by ballot.

      Section 8. Proxies. A stockholder may cast the votes entitled to be cast
by the shares of stock owned of record by the stockholder in person or by proxy
executed by the stockholder or by the stockholder's duly authorized agent in any
manner permitted by law. Such proxy or evidence of authorization of such proxy
shall be filed with the secretary of the Corporation before or at the meeting.
No proxy shall be valid more than eleven months after its date unless otherwise
provided in the proxy.

      Section 9. Voting of Stock by Certain Holders. Stock of the Corporation
registered in the name of a corporation, partnership, trust or other entity, if
entitled to be voted, may be voted by the president or a vice president, a
general partner or trustee thereof, as the case may be, or a proxy appointed by
any of the foregoing individuals, unless some other person who has been
appointed to vote such stock pursuant to a bylaw or a resolution of the
governing body of such corporation or other entity or agreement of the partners
of a partnership presents a certified copy of such bylaw, resolution or
agreement, in which case such person may vote such stock. Any director or other
fiduciary may vote stock registered in his or her name as such fiduciary, either
in person or by proxy.

      Shares of stock of the Corporation directly or indirectly owned by it
shall not be voted at any meeting and shall not be counted in determining the
total number of outstanding shares entitled to be voted at any given time,
unless they are held by it in a fiduciary capacity, in which case they may be
voted and shall be counted in determining the total number of outstanding shares
at any given time.

      The Board of Directors may adopt by resolution a procedure by which a
stockholder may certify in writing to the Corporation that any shares of stock
registered in the name of the stockholder are held for the account of a
specified person other than the stockholder. The resolution shall set forth the
class of stockholders who may make the certification, the purpose for which the
certification may be made, the form of certification and the information to be
contained in it; if the certification is with respect to a record date or
closing of the stock transfer books, the time after the record date or closing
of the stock transfer books within which the certification must be received by
the Corporation; and any other provisions with respect to the procedure which
the Board of Directors considers necessary or desirable. On receipt of such
certification, the person specified in the certification shall be regarded as,
for the purposes set forth in the certification, the stockholder of record of
the specified stock in place of the stockholder who makes the certification.

      Section 10. Inspectors. The Board of Directors, in advance of any meeting,
may, but need not, appoint one or more individual inspectors or one or more
entities that designate individuals as inspectors to act at the meeting or any
adjournment thereof. If an inspector or inspectors are not appointed, the person
presiding at the meeting may, but need not, appoint one or more inspectors. In
case any person who may be appointed as an inspector fails to appear or act, the
vacancy may be filled by appointment made by the Board of Directors in advance
of the meeting or at the meeting by the chairman of the meeting. The inspectors,
if any, shall determine the number of shares outstanding and the voting power of
each, the shares represented at the meeting, the existence of a quorum, the
validity and effect of proxies, and shall receive votes, ballots or consents,
hear and determine all challenges and questions arising in connection with the
right to vote, count and tabulate all votes, ballots or consents, determine the

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result, and do such acts as are proper to conduct the election or vote with
fairness to all stockholders. Each such report shall be in writing and signed by
him or her or by a majority of them if there is more than one inspector acting
at such meeting. If there is more than one inspector, the report of a majority
shall be the report of the inspectors. The report of the inspector or inspectors
on the number of shares represented at the meeting and the results of the voting
shall be prima facie evidence thereof.

      Section 11. Advance Notice of Stockholder Nominees for Director and Other
Stockholder Proposals.

            (a) Annual Meetings of Stockholders.

                  (1)   Nominations of individuals for election to the Board of
                        Directors and the proposal of other business to be
                        considered by the stockholders may be made at an annual
                        meeting of stockholders (i) pursuant to the
                        Corporation's notice of meeting, (ii) by or at the
                        direction of the Board of Directors or (iii) by any
                        stockholder of the Corporation who was a stockholder of
                        record both at the time of giving of notice by the
                        stockholder as provided for in this Section 11(a) and at
                        the time of the annual meeting, who is entitled to vote
                        at the meeting and who has complied with this Section
                        11(a).

                  (2)   For nominations or other business to be properly brought
                        before an annual meeting by a stockholder pursuant to
                        clause (iii) of paragraph (a)(1) of this Section 11, the
                        stockholder must have given timely notice thereof in
                        writing to the secretary of the Corporation and such
                        other business must otherwise be a proper matter for
                        action by the stockholders. To be timely, a
                        stockholder's notice shall set forth all information
                        required under this Section 11 and shall be delivered to
                        the secretary at the principal executive office of the
                        Corporation not earlier than the 150th day nor later
                        than 5:00 p.m., New York City Time, on the 120th day
                        prior to the first anniversary of the date of mailing of
                        the notice for the preceding year's annual meeting;
                        provided, however, that in the event that the date of
                        the annual meeting is advanced or delayed by more than
                        30 days from the first anniversary of the date of the
                        preceding year's annual meeting, notice by the
                        stockholder to be timely must be so delivered not
                        earlier than the 150th day prior to the date of such
                        annual meeting and not later than 5:00 p.m., New York
                        City Time, on the later of the 120th day prior to the
                        date of such annual meeting or the tenth day following
                        the day on which public announcement of the date of such
                        meeting is first made. The public announcement of a
                        postponement or adjournment of an annual meeting shall
                        not commence a new time period for the giving of a
                        stockholder's notice as described above. Such
                        stockholder's notice shall set forth (i) as to each
                        individual whom the stockholder proposes to nominate for
                        election or reelection as a director, (A) the name, age,
                        business address and residence address of such
                        individual, (B) the class, series and number of any
                        shares of stock of the Corporation that are beneficially
                        owned by such individual, (C) the date such shares were
                        acquired and the investment intent of such acquisition
                        and (D) all other information relating to such
                        individual that is required to be disclosed in
                        solicitations of proxies for election of directors in an
                        election contest (even if an election contest is not
                        involved), or is

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                        otherwise required, in each case pursuant to Regulation
                        14A (or any successor provision) under the Securities
                        Exchange Act of 1934, as amended (the "Exchange Act"),
                        and the rules thereunder (including such individual's
                        written consent to being named in the proxy statement as
                        a nominee and to serving as a director if elected); (ii)
                        as to any other business that the stockholder proposes
                        to bring before the meeting, a description of such
                        business, the reasons for proposing such business at the
                        meeting and any material interest in such business of
                        such stockholder and any Stockholder Associated Person
                        (as defined below), individually or in the aggregate,
                        including any anticipated benefit to the stockholder and
                        the Stockholder Associated Person therefrom; (iii) as to
                        the stockholder giving the notice and any Stockholder
                        Associated Person, the class, series and number of all
                        shares of stock of the Corporation which are owned by
                        such stockholder and by such Stockholder Associated
                        Person, if any, and the nominee holder for, and number
                        of, shares owned beneficially but not of record by such
                        stockholder and by any such Stockholder Associated
                        Person; (iv) as to the stockholder giving the notice and
                        any Stockholder Associated Person covered by clauses
                        (ii) or (iii) of this paragraph (2) of this Section
                        11(a), the name and address of such stockholder, as they
                        appear on the Corporation's stock ledger and current
                        name and address, if different, and of such Stockholder
                        Associated Person; and (v) to the extent known by the
                        stockholder giving the notice, the name and address of
                        any other stockholder supporting the nominee for
                        election or reelection as a director or the proposal of
                        other business on the date of such stockholder's notice.

                  (3)   Notwithstanding anything in this subsection (a) of this
                        Section 11 to the contrary, in the event the Board of
                        Directors increases or decreases the maximum or minimum
                        number of directors in accordance with Article III,
                        Section 2 of these Bylaws, and there is no public
                        announcement of such action at least 130 days prior to
                        the first anniversary of the date of mailing of the
                        notice of the preceding year's annual meeting, a
                        stockholder's notice required by this Section 11(a)
                        shall also be considered timely, but only with respect
                        to nominees for any new positions created by such
                        increase, if it shall be delivered to the secretary at
                        the principal executive office of the Corporation not
                        later than 5:00 p.m., New York City Time, on the tenth
                        day following the day on which such public announcement
                        is first made by the Corporation.

                  (4)   For purposes of this Section 11, "Stockholder Associated
                        Person" of any stockholder shall mean (i) any person
                        controlling, directly or indirectly, or acting in
                        concert with, such stockholder, (ii) any beneficial
                        owner of shares of stock of the Corporation owned of
                        record or beneficially by such stockholder and (iii) any
                        person controlling, controlled by or under common
                        control with such Stockholder Associated Person.

            (b) Special Meetings of Stockholders. Only such business shall be
      conducted at a special meeting of stockholders as shall have been brought
      before the meeting pursuant to the Corporation's notice of meeting.
      Nominations of individuals for election to the Board of Directors may be
      made at a special meeting of stockholders at which directors are to be
      elected

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      (i) pursuant to the Corporation's notice of meeting, (ii) by or at the
      direction of the Board of Directors or (iii) provided that the Board of
      Directors has determined that directors shall be elected at such special
      meeting, by any stockholder of the Corporation who is a stockholder of
      record both at the time of giving of notice provided for in this Section
      11 and at the time of the special meeting, who is entitled to vote at the
      meeting and who complied with the notice procedures set forth in this
      Section 11. In the event the Corporation calls a special meeting of
      stockholders for the purpose of electing one or more individuals to the
      Board of Directors, any such stockholder may nominate an individual or
      individuals (as the case may be) for election as a director as specified
      in the Corporation's notice of meeting, if the stockholder's notice
      required by paragraph (2) of this Section 11(a) shall be delivered to the
      secretary at the principal executive office of the Corporation not earlier
      than the 150th day prior to such special meeting and not later than 5:00
      p.m., New York City Time on the later of the 120th day prior to such
      special meeting or the tenth day following the day on which public
      announcement is first made of the date of the special meeting and of the
      nominees proposed by the Board of Directors to be elected at such meeting.
      The public announcement of a postponement or adjournment of a special
      meeting shall not commence a new time period for the giving of a
      stockholder's notice as described above.

            (c) General.

                  (1)   Upon written request by the secretary or the Board of
                        Directors or any committee thereof, any stockholder
                        proposing a nominee for election as a director or any
                        proposal for other business at a meeting of stockholders
                        shall provide, within five Business Days of delivery of
                        such request (or such other period as may be specified
                        in such request), written verification, satisfactory, in
                        the discretion of the Board of Directors or any
                        committee thereof or any authorized officer of the
                        Corporation, to demonstrate the accuracy of any
                        information submitted by the stockholder pursuant to
                        this Section 11. If a stockholder fails to provide such
                        written verification within such period, the information
                        as to which written verification was requested may be
                        deemed not to have been provided in accordance with this
                        Section 11.

                  (2)   Only such individuals who are nominated in accordance
                        with this Section 11 shall be eligible for election by
                        stockholders as directors, and only such business shall
                        be conducted at a meeting of stockholders as shall have
                        been brought before the meeting in accordance with this
                        Section 11. The chairman of the meeting shall have the
                        power to determine whether a nomination or any other
                        business proposed to be brought before the meeting was
                        made or proposed, as the case may be, in accordance with
                        this Section 11.

                  (3)   For purposes of this Section 11, (a) the "date of
                        mailing of the notice" shall mean the date of the proxy
                        statement for the solicitation of proxies for election
                        of directors and (b) "public announcement" shall mean
                        disclosure (i) in a press release reported by the Dow
                        Jones News Service, Associated Press, Business Wire, PR
                        Newswire or comparable news service or (ii) in a
                        document publicly filed by the Corporation with the
                        Securities and Exchange Commission pursuant to the
                        Exchange Act.

                  (4)   Notwithstanding the foregoing provisions of this Section
                        11, a stockholder shall also comply with all applicable
                        requirements of state

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                        law and of the Exchange Act and the rules and
                        regulations thereunder with respect to the matters set
                        forth in this Section 11. Nothing in this Section 11
                        shall be deemed to affect any right of a stockholder to
                        request inclusion of a proposal in, nor the right of the
                        Corporation to omit a proposal from, the Corporation's
                        proxy statement pursuant to Rule 14a-8 (or any successor
                        provision) under the Exchange Act.

      Section 12. Control Share Acquisition Act. Notwithstanding any other
provision of the Charter or these Bylaws, Title 3, Subtitle 7 of the Maryland
General Corporation Law (the "MGCL") (or any successor statute) shall not apply
to any acquisition by any person of shares of stock of the Corporation. This
section may be repealed, in whole or in part, at any time, whether before or
after an acquisition of control shares and, upon such repeal, may, to the extent
provided by any successor bylaw, apply to any prior or subsequent control share
acquisition.

                                   ARTICLE III

                                    DIRECTORS

      Section 1. General Powers. The business and affairs of the Corporation
shall be managed under the direction of its Board of Directors.

      Section 2. Number, Tenure and Qualifications. At any regular meeting or at
any special meeting called for that purpose, a majority of the entire Board of
Directors may establish, increase or decrease the number of directors, provided
that the number thereof shall never be less than three, nor more than 15, and
further provided that the tenure of office of a director shall not be affected
by any decrease in the number of directors.

      Section 3. Annual and Regular Meetings. An annual meeting of the Board of
Directors shall be held immediately after and at the same place as the annual
meeting of stockholders, no notice other than this Bylaw being necessary. In the
event such meeting is not so held, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the Board of Directors. The Board of Directors may provide,
by resolution, the time and place for the holding of regular meetings of the
Board of Directors without other notice than such resolution.

      Section 4. Special Meetings. Special meetings of the Board of Directors
may be called by or at the request of the chairman of the board, the chief
executive officer, the president or by a majority of the directors then in
office. The person or persons authorized to call special meetings of the Board
of Directors may fix any place as the place for holding any special meeting of
the Board of Directors called by them. The Board of Directors may provide, by
resolution, the time and place for the holding of special meetings of the Board
of Directors without other notice than such resolution.

      Section 5. Notice. Notice of any special meeting of the Board of Directors
shall be delivered personally or by telephone, electronic mail, facsimile
transmission, United States mail or courier to each director at his or her
business or residence address. Notice by personal delivery, telephone,
electronic mail or facsimile transmission shall be given at least 24 hours prior
to the meeting. Notice by United States mail shall be given at least three days
prior to the meeting. Notice by courier shall be given at least two days prior
to the meeting. Telephone notice shall be deemed to be given when the director
or his or her agent is personally given such notice in a telephone call to which
the director or his or her agent is a party. Electronic mail notice shall be
deemed to be given upon transmission of the message to the electronic mail
address given to the Corporation by the director. Facsimile transmission notice
shall be deemed to be given upon completion of the transmission of the message
to the number

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given to the Corporation by the director and receipt of a completed answer-back
indicating receipt. Notice by United States mail shall be deemed to be given
when deposited in the United States mail properly addressed, with postage
thereon prepaid. Notice by courier shall be deemed to be given when deposited
with or delivered to a courier properly addressed. Neither the business to be
transacted at, nor the purpose of, any annual, regular or special meeting of the
Board of Directors need be stated in the notice, unless specifically required by
statute or these Bylaws.

      Section 6. Quorum. A majority of the directors shall constitute a quorum
for transaction of business at any meeting of the Board of Directors, provided
that, if less than a majority of such directors are present at said meeting, a
majority of the directors present may adjourn the meeting from time to time
without further notice, and provided further that if, pursuant to applicable
law, the Charter or these Bylaws, the vote of a majority of a particular group
of directors is required for action, a quorum must also include a majority of
such group.

      The directors present at a meeting which has been duly called and convened
may continue to transact business until adjournment, notwithstanding the
withdrawal of enough directors to leave less than a quorum.

      Section 7. Voting. The action of the majority of the directors present at
a meeting at which a quorum is present shall be the action of the Board of
Directors, unless the concurrence of a greater proportion is required for such
action by applicable law, the Charter or these Bylaws; provided, however, that
any action pertaining to any transaction in which the Corporation is purchasing,
selling, leasing or mortgaging any real estate asset, making a joint venture
investment or engaging in any other transaction in which an advisor, director or
officer of the Corporation, any affiliated lessee or affiliated contract manager
of any property of the Corporation or any affiliate of the foregoing has any
direct or indirect interest other than as a result of their status as a
director, officer or stockholder of the Corporation shall be approved by the
affirmative vote of a majority of the Independent Directors, even if the
Independent Directors constitute less than a quorum. If enough directors have
withdrawn from a meeting to leave less than a quorum but the meeting is not
adjourned, the action of the majority of that number of directors necessary to
constitute a quorum at such meeting shall be the action of the Board of
Directors, unless the concurrence of a greater proportion is required for such
action by applicable law, the Charter or these Bylaws.

      Section 8. Organization. At each meeting of the Board of Directors, the
chairman of the board or, in the absence of the chairman, the vice chairman of
the board, if any, shall act as chairman of the meeting. In the absence of both
the chairman and vice chairman of the board, the chief executive officer or in
the absence of the chief executive officer, the president or in the absence of
the president, a director chosen by a majority of the directors present, shall
act as chairman of the meeting. The secretary or, in his or her absence, an
assistant secretary of the Corporation, or in the absence of the secretary and
all assistant secretaries, a person appointed by the Chairman, shall act as
secretary of the meeting.

      Section 9. Telephone Meetings. Directors may participate in a meeting by
means of a conference telephone or other communications equipment if all persons
participating in the meeting can hear each other at the same time. Participation
in a meeting by these means shall constitute presence in person at the meeting.

      Section 10. Consent by Directors Without a Meeting. Any action required or
permitted to be taken at any meeting of the Board of Directors may be taken
without a meeting, if a consent in writing or by electronic transmission to such
action is given by each director and is filed with the minutes of proceedings of
the Board of Directors.

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      Section 11. Vacancies. If for any reason any or all the directors cease to
be directors, such event shall not terminate the Corporation or affect these
Bylaws or the powers of the remaining directors hereunder (even if fewer than
three directors remain). Except as may be provided by the Board of Directors in
setting the terms of any class or series of stock, any vacancy on the Board of
Directors may be filled only by a majority of the remaining directors, even if
the remaining directors do not constitute a quorum. Independent Directors shall
nominate replacements for vacancies among the Independent Directors' positions.
Any director elected to fill a vacancy shall serve for the remainder of the full
term of the directorship in which the vacancy occurred and until a successor is
elected and qualifies.

      Section 12. Compensation. Directors shall not receive any stated salary
for their services as directors but, by resolution of the Board of Directors,
may receive compensation per year and/or per meeting and/or per visit to real
property or other facilities owned or leased by the Corporation and for any
service or activity they performed or engaged in as directors. Directors may be
reimbursed for expenses of attendance, if any, at each annual, regular or
special meeting of the Board of Directors or of any committee thereof and for
their expenses, if any, in connection with each property visit and any other
service or activity they performed or engaged in as directors; but nothing
herein contained shall be construed to preclude any directors from serving the
Corporation in any other capacity and receiving compensation therefor.

      Section 13. Loss of Deposits. No director shall be liable for any loss
which may occur by reason of the failure of the bank, trust company, savings and
loan association, or other institution with whom moneys or stock have been
deposited.

      Section 14. Surety Bonds. Unless required by law, no director shall be
obligated to give any bond or surety or other security for the performance of
any of his or her duties.

      Section 15. Reliance. Each director, officer, employee and agent of the
Corporation shall, in the performance of his or her 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 16. Certain Rights of Directors, Officers, Employees and Agents.
The directors shall have no responsibility to devote their full time to the
affairs of the Corporation. Any director or officer, employee or agent of the
Corporation, in his or her personal capacity or in a capacity as an affiliate,
employee, or agent of any other person, or otherwise, may have business
interests and engage in business activities similar to, in addition to or in
competition with those of or relating to the Corporation.

                                   ARTICLE IV

                                   COMMITTEES

      Section 1. Number, Tenure and Qualifications. The Board of Directors may
appoint from among its members committees, composed of one or more directors, to
serve at the pleasure of the Board of Directors. The majority of the members of
each committee shall be Independent Directors.

      Section 2. Powers. The Board of Directors may delegate to committees
appointed under Section 1 of this Article any of the powers of the Board of
Directors, except as prohibited by law.

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      Section 3. Meetings. Notice of committee meetings shall be given in the
same manner as notice for special meetings of the Board of Directors. A majority
of the members of the committee shall constitute a quorum for the transaction of
business at any meeting of the committee. The act of a majority of the committee
members present at a meeting shall be the act of such committee. The Board of
Directors may designate a chairman of any committee, and such chairman or, in
the absence of a chairman, any two members of any committee (if there are at
least two members of the Committee) may fix the time and place of its meeting
unless the Board shall otherwise provide. In the absence of any member of any
such committee, the members thereof present at any meeting, whether or not they
constitute a quorum, may appoint another director to act in the place of such
absent member. Each committee shall keep minutes of its proceedings.

      Section 4. Telephone Meetings. Members of a committee of the Board of
Directors may participate in a meeting by means of a conference telephone or
other communications equipment if all persons participating in the meeting can
hear each other at the same time. Participation in a meeting by these means
shall constitute presence in person at the meeting.

      Section 5. Consent by Committees Without a Meeting. Any action required or
permitted to be taken at any meeting of a committee of the Board of Directors
may be taken without a meeting, if a consent in writing or by electronic
transmission to such action is given by each member of the committee and is
filed with the minutes of proceedings of such committee.

      Section 6. Vacancies. Subject to the provisions hereof, the Board of
Directors shall have the power at any time to change the membership of any
committee, to fill all vacancies, to designate alternate members to replace any
absent or disqualified member or to dissolve any such committee.

                                   ARTICLE V

                                    OFFICERS

      Section 1. General Provisions. The officers of the Corporation shall
include a president, a secretary and a treasurer and may include a chairman of
the board, a vice chairman of the board, a chief executive officer, one or more
vice presidents, a chief operating officer, a chief financial officer, one or
more assistant secretaries and one or more assistant treasurers. In addition,
the Board of Directors may from time to time elect such other officers with such
powers and duties as they shall deem necessary or desirable. The officers of the
Corporation shall be elected annually by the Board of Directors, except that the
chief executive officer or president may from time to time appoint one or more
vice presidents, assistant secretaries and assistant treasurers or other
officers. Each officer shall hold office until his or her successor is elected
and qualifies or until his or her death, or his or her resignation or removal in
the manner hereinafter provided. Any two or more offices except president and
vice president may be held by the same person. Election of an officer or agent
shall not of itself create contract rights between the Corporation and such
officer or agent.

      Section 2. Removal and Resignation. Any officer or agent of the
Corporation may be removed, with or without cause, by the Board of Directors if
in its judgment the best interests of the Corporation would be served thereby,
but such removal shall be without prejudice to the contract rights, if any, of
the person so removed. Any officer, other than an executive officer, subordinate
to the chief executive officer or the president may be removed by either the
chief executive officer or the president with or without cause. Any officer of
the Corporation may resign at any time by giving written notice of his or her
resignation to the Board of Directors, the chairman of the board, the president
or the secretary. Any resignation shall take effect immediately upon its receipt
or at such later time specified in the notice of resignation. The acceptance of
a resignation shall not be necessary to make it effective unless

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otherwise stated in the resignation. Such resignation shall be without prejudice
to the contract rights, if any, of the Corporation.

      Section 3. Vacancies. A vacancy in any office may be filled by the Board
of Directors for the balance of the term.

      Section 4. Chief Executive Officer. The Board of Directors may designate a
chief executive officer. In the absence of such designation, the chairman of the
board shall be the chief executive officer of the Corporation. The chief
executive officer shall have general responsibility for implementation of the
policies of the Corporation, as determined by the Board of Directors, and for
the management of the business and affairs of the Corporation. He or she may
execute any deed, mortgage, bond, contract or other instrument, except in cases
where the execution thereof shall be expressly delegated by the Board of
Directors or by these Bylaws to some other officer or agent of the Corporation
or shall be required by law to be otherwise executed; and in general shall
perform all duties incident to the office of chief executive officer and such
other duties as may be prescribed by the Board of Directors from time to time.

      Section 5. Chief Operating Officer. The Board of Directors may designate a
chief operating officer. The chief operating officer shall have the
responsibilities and duties as set forth by the Board of Directors or the chief
executive officer.

      Section 6. Chief Financial Officer. The Board of Directors may designate a
chief financial officer. The chief financial officer shall have the
responsibilities and duties as set forth by the Board of Directors or the chief
executive officer.

      Section 7. Chairman of the Board. The Board of Directors shall designate a
chairman of the board. The chairman of the board shall preside over the meetings
of the Board of Directors and of the stockholders at which he or she shall be
present. The chairman of the board shall perform such other duties as may be
assigned to him or her by the Board of Directors.

      Section 8. President. In the absence of a chief executive officer, the
president shall in general supervise and control all of the business and affairs
of the Corporation. In the absence of a designation of a chief operating officer
by the Board of Directors, the president shall be the chief operating officer.
He or she may execute any deed, mortgage, bond, contract or other instrument,
except in cases where the execution thereof shall be expressly delegated by the
Board of Directors or by these Bylaws to some other officer or agent of the
Corporation or shall be required by law to be otherwise executed; and in general
shall perform all duties incident to the office of president and such other
duties as may be prescribed by the Board of Directors from time to time.

      Section 9. Vice Presidents. In the absence of the president or in the
event of a vacancy in such office, the vice president (or in the event there be
more than one vice president, the vice presidents in the order designated at the
time of their election or, in the absence of any designation, then in the order
of their election) shall perform the duties of the president and when so acting
shall have all the powers of and be subject to all the restrictions upon the
president; and shall perform such other duties as from time to time may be
assigned to such vice president by the president or by the Board of Directors.
The Board of Directors may designate one or more vice presidents as executive
vice president, senior vice president, or as vice president for particular areas
of responsibility.

      Section 10. Secretary. The secretary shall (a) keep the minutes of the
proceedings of the stockholders, the Board of Directors and committees of the
Board of Directors in one or more books provided for that purpose; (b) see that
all notices are duly given in accordance with the provisions of these Bylaws or
as required by law; (c) be custodian of the corporate records and of the seal of
the Corporation;

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(d) keep a register of the post office address of each stockholder which shall
be furnished to the secretary by such stockholder; (e) have general charge of
the stock transfer books of the Corporation; and (f) in general perform such
other duties as from time to time may be assigned to him or her by the chief
executive officer, the president or by the Board of Directors.

      Section 11. Treasurer. The treasurer shall have the custody of the funds
and securities of the Corporation and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board of
Directors. In the absence of a designation of a chief financial officer by the
Board of Directors, the treasurer shall be the chief financial officer of the
Corporation.

      The treasurer shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the president and Board of Directors, at the
regular meetings of the Board of Directors or whenever it may so require, an
account of all his or her transactions as treasurer and of the financial
condition of the Corporation.

      If required by the Board of Directors, the treasurer shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his or her office and for the restoration to the Corporation, in case
of his or her death, resignation, retirement or removal from office, of all
books, papers, vouchers, moneys and other property of whatever kind in his or
her possession or under his or her control belonging to the Corporation.

      Section 12. Assistant Secretaries and Assistant Treasurers. The assistant
secretaries and assistant treasurers, in general, shall perform such duties as
shall be assigned to them by the secretary or treasurer, respectively, or by the
president or the Board of Directors. The assistant treasurers shall, if required
by the Board of Directors, give bonds for the faithful performance of their
duties in such sums and with such surety or sureties as shall be satisfactory to
the Board of Directors.

      Section 13. Salaries. The salaries and other compensation of the officers
shall be fixed from time to time by the Board of Directors and no officer shall
be prevented from receiving such salary or other compensation by reason of the
fact that he or she is also a director.

                                   ARTICLE VI

                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

      Section 1. Contracts. The Board of Directors or any committee of the Board
of Directors within the scope of its delegated authority may authorize any
officer or agent to enter into any contract or to execute and deliver any
instrument in the name of and on behalf of the Corporation and such authority
may be general or confined to specific instances. Any agreement, deed, mortgage,
lease or other document shall be valid and binding upon the Corporation when
duly authorized or ratified by action of the Board of Directors or such
committee and executed by an authorized person.

      Section 2. Checks and Drafts. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the Corporation shall be signed by such officer or agent of the Corporation in
such manner as shall from time to time be determined by the Board of Directors.

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<PAGE>

      Section 3. Deposits. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositories as the Board of Directors may
designate.

                                  ARTICLE VII

                                      STOCK

      Section 1. Certificates; Required Information. Except as may be otherwise
provided by the Board of Directors or required by the Charter, stockholders of
the Corporation are not entitled to certificates representing the shares of
stock held by them. In the event that the Corporation issues shares of stock
represented by certificates, such certificates shall be signed by the officers
of the Corporation in the manner permitted by the MGCL and contain the
statements and information required by the MGCL. In the event that the
Corporation issues shares of stock without certificates, the Corporation shall
provide to record holders of such shares, on request and without charge, a
written statement of the information required by the MGCL to be included on
stock certificates.

      Section 2. Transfers When Certificates Issued. Upon surrender to the
Corporation or the transfer agent of the Corporation of a stock certificate duly
endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, the Corporation shall issue a new certificate to the
person entitled thereto, cancel the old certificate and record the transaction
upon its 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 such share or
on the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of the State of
Maryland.

      Notwithstanding the foregoing, transfers of shares of any class of stock
will be subject in all respects to the Charter and all of the terms and
conditions contained therein.

      Section 3. Replacement Certificate. Any officer designated by the Board of
Directors may direct a new certificate to be issued in place of any certificate
previously issued by the Corporation alleged to have been lost, stolen or
destroyed upon the making of an affidavit of that fact by the person claiming
the certificate to be lost, stolen or destroyed. When authorizing the issuance
of a new certificate, an officer designated by the Board of Directors may, in
his or her discretion and as a condition precedent to the issuance thereof,
require the owner of such lost, stolen or destroyed certificate or the owner's
legal representative to advertise the same in such manner as he or she shall
require and/or to give bond, with sufficient surety, to the Corporation to
indemnify it against any loss or claim which may arise as a result of the
issuance of a new certificate.

      Section 4. Closing of Transfer Books or Fixing of Record Date. The Board
of Directors may set, in advance, a record date for the purpose of determining
stockholders entitled to notice of or to vote at any meeting of stockholders or
determining stockholders entitled to receive payment of any dividend or the
allotment of any other rights, or in order to make a determination of
stockholders for any other proper purpose. Such date, in any case, shall not be
prior to the close of business on the day the record date is fixed and shall be
not more than 90 days and, in the case of a meeting of stockholders, not less
than ten days, before the date on which the meeting or particular action
requiring such determination of stockholders of record is to be held or taken.

      In lieu of fixing a record date, the Board of Directors may provide that
the stock transfer books shall be closed for

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<PAGE>

a stated period but not longer than 20 days. If the stock transfer books are
closed for the purpose of determining stockholders entitled to notice of or to
vote at a meeting of stockholders, such books shall be closed for at least ten
days before the date of such meeting.

      If no record date is fixed and the stock transfer books are not closed for
the determination of stockholders, (a) the record date for the determination of
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be at the close of business on the day on which the notice of meeting is mailed
or the 30th day before the meeting, whichever is the closer date to the meeting;
and (b) the record date for the determination of stockholders entitled to
receive payment of a dividend or an allotment of any other rights shall be the
close of business on the day on which the resolution of the directors, declaring
the dividend or allotment of rights, is adopted.

      When a determination of stockholders entitled to vote at any meeting of
stockholders has been made as provided in this section, such determination shall
apply to any adjournment thereof, except when (i) the determination has been
made through the closing of the transfer books and the stated period of closing
has expired or (ii) the meeting is adjourned to a date more than 120 days after
the record date fixed for the original meeting, in either of which case a new
record date shall be determined as set forth herein.

      Section 5. Stock Ledger. The Corporation shall maintain at its principal
office or at the office of its counsel, accountants or transfer agent, an
original or duplicate share ledger containing the name and address of each
stockholder and the number of shares of each class held by such stockholder.

      Section 6. Fractional Stock; Issuance of Units. The Board of Directors may
issue fractional stock or provide for the issuance of scrip, all on such terms
and under such conditions as they may determine. Notwithstanding any other
provision of the Charter or these Bylaws, the Board of Directors may issue units
consisting of different securities of the Corporation. Any security issued in a
unit shall have the same characteristics as any identical securities issued by
the Corporation, except that the Board of Directors may provide that for a
specified period securities of the Corporation issued in such unit may be
transferred on the books of the Corporation only in such unit.

                                  ARTICLE VIII

                                 ACCOUNTING YEAR

      The Board of Directors shall have the power, from time to time, to fix the
fiscal year of the Corporation by a duly adopted resolution.

                                   ARTICLE IX

                                  DISTRIBUTIONS

      Section 1. Authorization. Dividends and other distributions upon the stock
of the Corporation may be authorized by the Board of Directors and declared by
the Corporation, subject to the provisions of law and the Charter. Dividends and
other distributions may be paid in cash, property or stock of the Corporation,
subject to the provisions of law and the Charter.

      Section 2. Contingencies. Before payment of any dividends or other
distributions, there may be set aside out of any assets of the Corporation
available for dividends or other distributions such sum or sums as the Board of
Directors may from time to time, in its absolute discretion, think proper as a
reserve fund for contingencies, for equalizing dividends or other distributions,
for repairing or maintaining any property of the Corporation or for such other
purpose as the Board of Directors shall

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determine to be in the best interest of the Corporation, and the Board of
Directors may modify or abolish any such reserve.

                                   ARTICLE X

                                INVESTMENT POLICY

      Subject to the provisions of the Charter, the Board of Directors may from
time to time adopt, amend, revise or terminate any policy or policies with
respect to investments by the Corporation as it shall deem appropriate in its
sole discretion.

                                   ARTICLE XI

                                      SEAL

      Section 1. Seal. The Board of Directors may authorize the adoption of a
seal by the Corporation. The seal shall contain the name of the Corporation and
the year of its incorporation and the words "Incorporated Maryland." The Board
of Directors may authorize one or more duplicate seals and provide for the
custody thereof.

      Section 2. Affixing Seal. Whenever the Corporation is permitted or
required to affix its seal to a document, it shall be sufficient to meet the
requirements of any law, rule or regulation relating to a seal to place the word
"(SEAL)" adjacent to the signature of the person authorized to execute the
document on behalf of the Corporation.

                                  ARTICLE XII

                                WAIVER OF NOTICE

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

                                  ARTICLE XIII

                               AMENDMENT OF BYLAWS

      The Board of Directors shall have the exclusive power to adopt, alter or
repeal any provision of these Bylaws and to make new Bylaws.

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