**Exhibit 3.1**

**FIRSTAMENDMENTTO THEFIFTH AMENDED AND RESTATED BYLAWSOFGOLF TRUST OF AMERICA, INC.**

On August 13,2007, the Board of Directors of Golf Trust America, Inc. amended the FifthAmended and Restated Bylaws of Golf Trust America, Inc. by replacing ArticleIII, Section 2(a) in its entirety with the following:

“(a)  *Date andTime*.  The annual meeting ofstockholders for the election of directors and the transaction of any otherbusiness as may be properly brought before the meeting will be held on suchday in such month, and at such time and place as may be designated by the Boardof Directors.”

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**Fifth Amended and Restated**

**BYLAWS**

**of**

**GOLF TRUST OF AMERICA, INC.**

(As amended through March 8, 2006)

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**TABLE OF CONTENTS**
| ARTICLE I Offices                                                                                                                     | 1 |
|--------------------------------------------------------------------------------------------------------------------------------------------|---|
| Section 1.               Principal Office                            | 1 |
| Section 2.               Additional Offices                          | 1 |
| Section 3.               Fiscal and Taxable Years                    | 1 |
| ARTICLE II Definitions                                                                                                                | 1 |
| ARTICLE III Meetings of Shareholders                                                                                                  | 1 |
| Section 1.               Place                                       | 1 |
| Section 2.               Annual Meeting                              | 1 |
| Section 3.               Special Meetings                            | 3 |
| Section 4.               Notice                                      | 3 |
| Section 5.               Organization                                | 3 |
| Section 6.               Quorum                                      | 3 |
| Section 7.               Voting                                      | 4 |
| Section 8.               Proxies                                     | 4 |
| Section 9.               Voting of Shares by Certain Holders         | 4 |
| Section 10.             Inspectors                                             | 4 |
| Section 11.             Determination of Shareholders of Record                | 4 |
| Section 12.             Action Without a Meeting                               | 5 |
| Section 13.             Voting by Ballot                                       | 5 |
| Section 14.             Control Share Acquisition Statute                      | 5 |
| ARTICLE IV Directors                                                                                                                  | 5 |
| Section 1.               General Powers                              | 5 |
| Section 2.               Number, Tenure and Qualifications           | 5 |
| Section 3.               Changes in Number Vacancies                 | 6 |
| Section 4.               Resignations                                | 6 |
| Section 5.               Removal of Directors                        | 6 |
| Section 6.               Annual and Regular Meetings                 | 6 |
| Section 7.               Special Meetings                            | 6 |
| Section 8.               Notice                                      | 6 |
| Section 9.               Quorum                                      | 7 |
| Section 10.             Voting                                                 | 7 |
| Section 11.             Telephone Meetings                                     | 7 |
| Section 12.             Action Without a Meeting                               | 7 |
| Section 13.             Compensation                                           | 7 |
| Section 14.             Policies and Resolutions                               | 7 |
| ARTICLE V Committees                                                                                                                  | 8 |
| Section 1.               Committees of the Board                     | 8 |
| Section 2.               Telephone Meetings                          | 8 |
| Section 3.               Action By Committees Without a Meeting      | 8 |
| ARTICLE VI Officers                                                                                                                   | 8 |
| Section 1.               General Provisions                          | 8 |
| Section 2.               Subordinate Officers, Committees and Agents | 9 |
| Section 3.               Removal and Resignation                     | 9 |
| Section 4.               Vacancies                                   | 9 |
| Section 5.               General Powers                              | 9 |

 

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| Section 6.               Chief Executive Officer                 | 9  |
|----------------------------------------------------------------------------------------------------------------------------------------|----|
| Section 7.               Chief Operating Officer                 | 9  |
| Section 8.               Chairman and Vice Chairman of the Board | 9  |
| Section 9.               President                               | 9  |
| Section 10.             Vice Presidents                                    | 10 |
| Section 11.             Secretary                                          | 10 |
| Section 12.             Chief Financial Officer or Treasurer               | 10 |
| Section 13.             Assistant Secretaries and Assistant Treasurers     | 10 |
| Section 14.             Salaries                                           | 10 |
| ARTICLE VII Contracts, Notes, Checks and  Deposits                                                                                | 10 |
| Section 1.               Contracts                               | 10 |
| Section 2.               Checks and Drafts                       | 10 |
| Section 3.               Deposits                                | 11 |
| ARTICLE VIII Capital Shares                                                                                                       | 11 |
| Section 1.               Certificates of Shares                  | 11 |
| Section 2.               Lost Certificate                        | 11 |
| Section 3.               Transfer Agents and Registrars          | 11 |
| Section 4.               Transfer of Shares                      | 11 |
| Section 5.               Share Ledger                            | 12 |
| ARTICLE IX Dividends                                                                                                              | 12 |
| Section 1.               Declaration                             | 12 |
| Section 2.               Contingencies                           | 12 |
| ARTICLE X Indemnification and Limitation of  Liability                                                                            | 12 |
| Section 1.               Indemnification of Agents               | 12 |
| Section 2.               Insurance                               | 12 |
| Section 3.               Indemnification Non-Exclusive           | 12 |
| Section 4.               Limitation of Liability                 | 12 |
| ARTICLE XI Seal                                                                                                                   | 13 |
| Section 1.               Seal                                    | 13 |
| Section 2.               Affixing Seal                           | 13 |
| ARTICLE XII Waiver of Notice                                                                                                      | 13 |
| ARTICLE XIII Amendment of Bylaws                                                                                                  | 13 |
| Section 1.               By Directors                            | 13 |

 

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**ARTICLE IOffices**

**Section 1.             Principal Office****.**  The principal office of Golf Trust ofAmerica, Inc. (the “Corporation”) shall be located at 190 King Street,Charleston, South Carolina 29401 or at any other place or places as the Boardof Directors may designate.

**Section 2.             Additional Offices****.**  The Corporation may have additionaloffices at such places as the Board of Directors may from time to timedetermine or the business of the Corporation may require.

**Section 3.             Fiscal and Taxable Years****.**  The fiscal and taxable years of theCorporation shall begin on January 1 and end on December 31.

**ARTICLE IIDefinitions**

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

**(a)**          “Affiliate” of a person shall mean (i) any person that, directly orindirectly, controls or is controlled by or is under common control with suchperson (ii) any other person that owns, beneficially, directly orindirectly, five percent (5%) or more of the outstanding capital shares, sharesor equity interests of such person, or (iii) any officer, director,employee, partner or trustee of such person or any person controlling,controlled by or under common control with such person (excluding trustees andpersons serving in similar capacities who are not otherwise an Affiliate ofsuch person).  The term “person” meansand includes individuals, corporations, general and limited partnerships, stockcompanies, land trusts, business trusts, or other entities and governments andagencies and political subdivisions thereof. For the purposes of this definition, “control” (including thecorrelative meanings of the terms “controlled by” and “under common controlwith”), as used with respect to any person, shall mean the possession, directlyor indirectly, of the power to direct or cause the direction of the managementand policies of such person, through the ownership of voting securities,partnership interests or other equity interests.

**(b)**          “Independent Director” shall mean a Director of the Corporation who is not anofficer or employee of the Corporation or an Affiliate of (i) any lesseeof or management company operating any of the properties owned by theCorporation or any Affiliate of the Corporation, (ii) any subsidiary ofthe Corporation or (iii) any partnership which is an Affiliate of theCorporation.

**ARTICLE IIIMeetings of Shareholders**

**Section 1.             Place****.**  All meetings of shareholders shall be held at190 King Street, Charleston, South Carolina, or at such other place within theUnited States as shall be stated in the notice of the meeting.

**Section 2.             Annual Meeting****.**

(a)          *Date and Time*.  The Board of Directors may fix any dayand time during the month of November 2006 for the 2006 annual meeting ofshareholders and any day and time during the month of May for allsubsequent annual meetings, in each case for the election of Directors and thetransaction of any business as may be properly brought before the meeting,but if no such day and time is fixed by the Board of Directors, the annualmeeting for 2006 shall be held on November 17, 2006 and the meeting foreach subsequent calendar year shall be held on the fourth Thursday in May, ifthat day is not a legal holiday.  If thatday is a legal holiday, the annual meeting shall be held on the next succeedingbusiness day that is not a legal holiday.

(b)          *Postponement*.  The Board of Directors, acting by resolution,may postpone and reschedule any previously scheduled annual meetingof shareholders; *provided however*that notice of the postponement of any properly-noticed annual meeting must begiven, by any means specified in Section 4 below, not less than ten(10) days prior to the previously scheduled meeting date.

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(c)          *Effect of Failure to Hold Annual Meeting*.  Failure to hold an annual meeting shall notinvalidate the Corporation’s existence or affect any otherwise valid corporateacts.

(d)          *Transaction of Business. *Nominations of persons forelection to the Board of Directors of the Corporation and the proposal ofbusiness to be considered by the shareholders may be made at an annualmeeting of shareholders (i) pursuant to the Corporation’s notice ofmeeting, (ii) by or at the direction of the Board of Directors or(iii) by any shareholder of the Corporation who was a shareholder ofrecord at the time of giving of notice provided for herein, who is entitled tovote at the meeting and who complied with the notice procedures set forthherein.

(e)          *Advance Notice Requirements. *For nominations or other businessto be properly brought before an annual meeting by a shareholder pursuant toclause (iii) of the foregoing paragraph, the shareholder must have giventimely notice thereof in writing delivered to the Secretary of the Corporationby personal delivery or by first-class United States mail, postageprepaid.  To be timely, a shareholder’snotice shall be delivered to the Secretary at the principal executive officesof the Company not less than 90 days nor more than 120 days prior to the firstanniversary of the preceding year’s annual meeting; *provided, however*, that in the event that the date of theannual meeting is advanced by more than 30 days or delayed by more than 60 daysfrom such anniversary date, notice by the shareholder to be timely must be sodelivered not earlier than the 120th day prior to the actual annual meetingdate and not later than the close of business on the later of the 90th dayprior to the actual annual meeting date or the 20th day following the date on which publicannouncement of the date of such meeting is first made.  Such shareholder’s notice shall set forth:

(i)           asto each person whom the shareholder proposes to nominate for election orreelection as a director; all information relating to such person that isrequired to be disclosed in solicitations of proxies for election of directors,or is otherwise required, in each case pursuant to Regulation 14A under theSecurities Exchange Act of 1934, as amended (the “Exchange Act”) (includingsuch person’s written consent to being named in the proxy statement as anominee and to serving as a director if elected);

(ii)          asto any other business that the shareholder proposes to bring before themeeting, a brief description of the business desired to be brought before themeeting, the reasons for conducting such business at the meeting and anymaterial interest in such business of such shareholder and the beneficialowner, if any, on whose behalf the proposal is made and a representation thatthe shareholder intends to appear in person or by proxy at the meeting tointroduce such proposal; and

(iii)         asto the shareholder giving the notice and the beneficial owner, if any, on whosebehalf the nomination or proposal is made (1) the name and address of suchshareholder, as they appear on the Corporation’s books, and of such beneficialowner and (2) the class and number of shares of the Corporation whichare owned beneficially and of record by each shareholder and such beneficialowner.

Only such persons who are nominated in accordance withthe procedures set forth herein shall be eligible to serve as directors andonly such business shall be conducted at an annual meeting of shareholders asshall have been brought before the meeting in accordance with the proceduresset forth herein.  The chairman of themeeting shall have the power and duty to determine whether a nomination or anybusiness proposed to be brought before the meeting was made in accordance withthe procedures set forth herein and, if any proposed nomination or business isnot in such compliance, to declare that such defective proposal shall bedisregarded.

(f)           *Inclusion of Shareholder Proposals in ProxyStatement*.  Notwithstandingthe foregoing provisions, a shareholder shall also comply with all applicablerequirements of the Exchange Act and the rules and regulations thereunderwith respect to the matters set forth herein. Nothing herein shall be deemed to affect any rights of shareholders torequest inclusion of proposals in the Corporation’s proxy statement pursuant toRule 14a-8 under the Exchange Act. Any proposal that is properly included in the Corporation’s proxystatement and not validly withdrawn shall be brought before the annual meeting.

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**Section 3.             Special Meetings****.**

(a)          *Calling of Special Meetings*.  The President, a majority of the Board ofDirectors or a majority of the Independent Directors may call specialmeetings of the shareholders.  Specialmeetings of shareholders also shall be called by the Secretary upon the writtenrequest of the holders of shares entitled to cast a majority (but not less thana majority) of all the votes entitled to be cast at such meeting.  Such request shall state the purpose of suchmeeting and the matters proposed to be acted on at such meeting.  The Secretary shall inform suchshareholders of the reasonably estimated cost of preparing and mailing noticeof the meeting and, upon payment to the Corporation of such costs by suchshareholders, the Secretary shall give notice to each shareholder entitled tonotice of the meeting.  Unless requestedby shareholders entitled to cast a majority of all the votes entitled to becast at such meeting, a special meeting need not be called to consider anymatter which is substantially the same as a matter voted on at any specialmeeting of the shareholders held during the preceding twelve months.  The Board of Directors has the sole power tofix the date, time and place of the special meeting, the record date fordetermining shareholders entitled to request a special meeting and the recorddate for determining shareholders entitled to notice of and to vote at thespecial meeting.

(b)          *Postponement. *The Board of Directors, acting byresolution, may postpone and reschedule any previously scheduledspecial meeting of shareholders; *providedhowever* that notice of the postponement of any properly-noticedspecial meeting must be given, by any means specified in Section 4 below,not less than ten (10) days prior to the previously scheduled meetingdate.

(c)          *Transaction of Business. *Only such business shall beconducted at a special meeting of shareholders as shall have been stated in thenotice of meeting.  The chairman of themeeting shall have the power and duty to determine whether a nomination or anybusiness proposed to be brought before the meeting was made in accordance withthe procedures set forth herein and, if any proposed nomination or business isnot in such compliance, to declare that such defective proposal shall bedisregarded.

**Section 4.             Notice****.**  Notless than ten (10) nor more than sixty (60) days before each meeting ofshareholders, the Secretary shall give to each shareholder entitled to vote at suchmeeting and to each shareholder not entitled to vote who is entitled to noticeof the meeting, written or printed notice stating the time and place of themeeting and, in the case of a special meeting or as otherwise may berequired by statute, the purpose for which the meeting is called, either bymail or by presenting it to such shareholder personally or by leaving it at hisresidence or usual place of business.  Ifmailed, such notice shall be deemed to be given when deposited in the UnitedStates mail addressed to the shareholder at his post office address as itappears on the records of the Corporation, with postage thereon prepaid.

**Section 5.             Organization****.**  At every meeting of the shareholders, theChairman of the Board, if there be one, shall conduct the meeting or, in thecase of vacancy in office or absence of the Chairman of the Board, one of thefollowing officers present shall conduct the meeting in the order stated: the Vice Chairman of the Board, if there be one, the President, the VicePresidents in their order of rank and seniority, or a Chairman chosen by theshareholders entitled to cast a majority of the votes which all shareholderspresent in person or by proxy are entitled to cast, shall act as Chairman, andthe Secretary, or, in his absence, an assistant secretary, or in the absence ofboth the Secretary and assistant secretaries, a person appointed by theChairman shall act as Secretary.

**Section 6.             Quorum****.**  At any meeting of shareholders, the presencein person or by proxy of shareholders entitled to cast fifty percent (50%) ofall the votes entitled to be cast at such meeting shall constitute a quorum;but this Section 6 shall not affect any requirement under any statute, theCharter or these Bylaws for the vote necessary for the adoption of anymeasure.  If such quorum shall not bepresent at any meeting of the shareholders, the shareholders representing amajority of the shares entitled to vote at such meeting, present in person orby proxy, may vote to adjourn the meeting from time to time to a date notmore than 120 days after the original record date without notice otherthan announcement at the meeting until such quorum shall be present.  At such adjourned meeting at which a quorumshall be present, any business may be transacted which might have beentransacted at the meeting as originally notified.

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**Section 7.             Voting****.**  A plurality of all the votes cast at ameeting of shareholders duly called and at which a quorum is present shall besufficient to elect a director.  Thereshall be no cumulative voting.  Eachcommon share may be voted for as many individuals as there are Directorsto be elected and for whose election the share is entitled to be voted.  A majority of the votes cast at a meeting ofshareholders duly called and at which a quorum is present shall be sufficientto approve any other matter which may properly come before the meeting,unless more than a majority of the votes cast is required by statute, by theCharter or by these Bylaws.  Eachshareholder of record shall have the right, at every meeting of shareholders,to one vote for each share held, except shares which are the subject of aredemption notice as provided in the Charter.

**Section 8.             Proxies****.**  A shareholder may vote the common sharesowned of record by him, either in person or by proxy executed or authorized bythe shareholder, or by his duly authorized attorney in fact, in any mannerpermitted by law.  Such proxy shall befiled with the Secretary of the Corporation before or at the time of themeeting.  No proxy shall be valid aftereleven months from the date of its execution, unless otherwise provided in theproxy.

**Section 9.             Voting of Shares by Certain Holders****.**  Shares registeredin the name of a trust or another corporation, if entitled to be voted,may be voted by the president, a vice president or a proxy appointed bythe president or a vice president of such trust or other corporation, unlesssome other person who has been appointed to vote such shares pursuant to abylaw or a resolution of the board of such trust or other corporation presentsa certified copy of such bylaw or resolution, in which case such personmay vote such shares.  Any fiduciarymay vote shares registered in his name as such fiduciary, either in personor by proxy.

Shares indirectly owned by the Corporation shall notbe voted at any meeting and shall not be counted in determining the totalnumber of outstanding shares entitled to be voted at any given time, unlessthey are held by it in a fiduciary capacity, in which case they may bevoted and shall all be counted in determining the total number of outstandingshares at any given time.

The Board of Directors may adopt by resolution aprocedure by which a shareholder may certify in writing to the Corporationthat any shares registered in the name of the shareholder are held for theaccount of a specified person other than the shareholder.  The resolution shall set forth the class ofshareholders who may make the certification, the purpose for which thecertification may be made, the form of certification and theinformation to be contained in it; if the certification is with respect to arecord date or closing of the share transfer books, the time after the recorddate or closing of the share transfer books within which the certification mustbe received by the Corporation; and any other provisions with respect to theprocedure which the Board of Directors considers necessary or desirable.  On receipt of such certification, the personspecified in the certification shall be regarded as, for the purposes set forthin the certification, the shareholder of record of the specified shares inplace of the shareholder who makes the certification.

**Section 10.           Inspectors****.**  At any meeting of shareholders, the Chairmanof the meeting may, or upon the request of any shareholder shall, appoint oneor more persons as inspectors for such meeting. Such inspectors shall ascertain and report the number of sharesrepresented at the meeting based upon their determination of the validity andeffect of proxies, count all votes, report the results and perform suchother acts as are proper to conduct the election and voting with impartialityand fairness to all the shareholders.

Each report of an inspector shall be in writing andsigned by him or by a majority of them if there is more than one inspectoracting at such meeting.  If there is morethan one inspector, the report of a majority shall be the report of theinspectors.  The report of the inspectoror inspectors on the number of shares represented at the meeting and theresults of the voting shall be *prima facie*evidence thereof.

**Section 11.           Determination of Shareholders of Record****.**  The Board ofDirectors shall fix a date, not more than sixty (60) nor less than ten(10) days preceding the date of any meeting of shareholders, and not morethan sixty (60) days preceding the date fixed for the payment of any dividendor distribution, or the date for the allotment of rights, or the date when anychange or conversion or exchange of shares will be made or go into effect, as arecord date for the determination of the shareholders entitled to notice of, orto vote at, any such meeting, or entitled to receive any such dividend or distributionor allotment of rights, or to exercise the rights in respect to any suchchange, conversion or exchange of shares.

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When a determination of shareholders entitled to voteat any meeting of shareholders has been made as provided in thisSection 11, such determination shall apply to any adjournment thereofunless the meeting is adjourned to a date more than one hundred twenty(120) days after the date fixed for the original meeting, in which casethe Board of Directors shall fix a new record date.

**Section 12.           Action Without a Meeting****.**  Any action required or permitted to be takenat a meeting of shareholders may be taken without a meeting if a consentin writing, setting forth such action, is signed by each shareholder entitledto vote on the matter and any other shareholder entitled to notice of a meetingof shareholders (but not to vote thereat) has waived in writing any right todissent from such action, and such consent and waiver are filed with theminutes of proceedings of the shareholders.

**Section 13.           Voting by Ballot****.**  Voting on any question or in any electionmay be *viva voce* unless thepresiding officer shall order or any shareholder shall demand that voting be byballot.

**Section 14.           Control Share Acquisition Statute****.**  Subtitle 7 ofTitle 3 of the Maryland General Corporation Law does not apply to anyacquisition of shares of capital stock of the Corporation.

**ARTICLE IVDirectors**

**Section 1.             General Powers****.**  TheBoard of Directors shall have full power to conduct, manage, and direct thebusiness and affairs of the Corporation, and all powers of the Corporation,except those specifically reserved or granted to the shareholders by statute orby the Charter or these Bylaws, shall be exercised by, or under the authorityof, the Board of Directors.  Unlessotherwise agreed between the Corporation and the Director, each individualDirector, including each Independent Director, may engage in otherbusiness activities of the type conducted by the Corporation and is notrequired to present to the Corporation any investment opportunities presentedto them even though the investment opportunities may be within the scopeof the Corporation’s investment policies.

**Section 2.             Number, Tenure and Qualifications****.**  At any regular meeting or at anyspecial meeting called for that purpose, a majority of the entire Board ofDirectors may establish, increase or decrease the number of directors,provided that the number thereof shall not be less than the minimum numberrequired by the General Laws of the State of Maryland now or hereafter inforce, nor more than nine (9), and further provided that the tenure of officeof a director shall not be affected by any decrease in the number of directors.  Pursuant to the Charter of the Corporation,at all times subsequent to the closing of the Initial Public Offering of CommonShares of the Corporation, the directors shall be divided into three(3) classes with terms of office of three years each, with the term ofoffice of one class expiring at the annual meeting of stockholders in eachyear.  Each director shall hold officefor the term for which he or she is elected and until his or her successor isduly elected and qualified, or until his or her resignation, removal (in accordancewith the Charter and these Bylaws) or death.

At all times (except (i) during a period not toexceed sixty (60) days following the death, resignation, incapacity or removalfrom office of a Director prior to the expiration of the Director’s term ofoffice or (ii) prior to the closing date of the Initial Public Offering(as hereinafter defined) and the consummation of all transactions relatedthereto), a majority of the Directors shall be Independent Directors.

An Independent Director shall be a person who is not:(i) an officer or employee of the Corporation; or (ii) an Affiliateof (w) any advisor to the Corporation under an advisory agreement; (x) anylessee or management company operating any property of the Corporation; (y) anysubsidiary of the Corporation; (z) or any partnership which is an Affiliate ofthe Corporation.

For purposes of this Section 2 of the Bylaws, an “Affiliate”of a person or entity shall mean (i) any person that, directly orindirectly, controls or is controlled by or is under common control with suchperson, (ii) any other person that owns, beneficially, directly orindirectly, five percent (5%) or more of the outstanding capital shares, sharesor equity interests of such person, or (iii) any officer, director, employee,partner or trustee of such person or any person controlling, controlled by orunder common control with such person (excluding trustees and persons servingin similar capacities who are not otherwise an Affiliate of such person).  The term “person” means and includesindividuals, corporations, general and limited partnerships, stock companies orassociations, joint ventures, associations companies, trusts, banks, trustcompanies, last trusts, business trusts, or other entities and

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governmentsand agencies and political subdivisions thereof.  For the purposes of this definition, “control”(including the correlative meanings of the terms “controlled by” and “undercommon control with”, as used with respect to any person, shall mean thepossession, directly or indirectly, of the power to direct or cause thedirection of the management and policies of such person, through the ownershipof voting securities, partnership interests or other equity interests.

Notwithstanding the foregoing requirement that amajority of the directors be Independent Directors, no action otherwise validlytaken by the Board of Directors during a period in which a majority of itsmembers are not Independent Directors shall be invalidated or otherwiseaffected by such circumstance, nor shall such circumstance subject thedirectors taking any such action to a higher standard of care or to liabilityother than that which would have applied to such action had a majority of themembers of the Board of Directors been independent Directors at the time suchaction was taken.

**Section 3.             Changes in Number Vacancies****.**  Except in the case of a vacancy on theBoard of Directors among the directors elected by a class of Equity Sharesother than Common Shares, any vacancy on the Board of Directors may befilled by the affirmative vote of the remaining directors (except that avacancy which results from an increase in the number of directors may befilled by a majority of the entire Board of Directors), and, in the case of avacancy resulting from the removal of a director, by the stockholders by thevote of a majority of the votes entitled to be cast in the election ofdirectors.  Any vacancy on the Board ofDirectors among the directors elected by a class of Equity Shares (otherthan Common Shares) may be filled by a majority of the remaining directorselected by that class or the sole remaining director elected by thatclass, or by the stockholders by a majority of the votes of that class.  If the shareholders of any class orseries are entitled separately to elect one or more Directors, a majorityof the remaining Directors elected by that class or series or thesole remaining Director elected by that class or series may fillany vacancy among the number of Directors elected by that class or series.  A Director elected by the Board of Directorsto fill a vacancy shall be elected to hold office until the next annual meetingof shareholders or until his successor is elected and qualified.  The Board of Directors may declareunqualified a Director who has been declared of unsound mind by an order ofcourt who has pled guilty or *nolo contendere*to, or been convicted of, a felony involving moral turpitude, or who haswilfully violated the Corporation’s Charter or these Bylaws.  The office of a Director declared unqualifiedshall be considered vacant until filled as herein provided.

**Section 4.             Resignations****.**  AnyDirector or member of a committee may resign at any time.  Such resignation shall be made in writing andshall take effect at the time specified therein, or if no time be specified, atthe time of the receipt by the Chairman of the Board, the President or theSecretary.

**Section 5.             Removal of Directors****.**  Any Director may be removed, withor without cause by the affirmative vote of the stockholders holding not lessthan two-thirds (66 2/3%) of all the votes entitled to be cast for theelection of Directors; provided, however that in the case of any Directorelected by holders of a class of Equity Shares, other than Common Shares,such Directors may be removed, with or without cause, by the affirmativevote of all of that class of Equity Shares.

**Section 6.             Annual and Regular Meetings****.**  An annual meeting of the Board ofDirectors shall be held immediately after and at the same place as the annualmeeting of shareholders, no notice other than this bylaw being necessary.  The Board of Directors may provide, byresolution, the time and place, either within or without the State of SouthCarolina, for the holding of regular meeting of the Board of Directors withoutother notice than such resolution.

**Section 7.             Special Meetings****.**  Special meetings of the Board ofDirectors may be called by or at the request of the President, a majorityof the Board of Directors or a majority of the Independent Directors then inoffice.  The person or persons authorizedto call special meetings of the Board of Directors may fix any place,either within or without the State of South Carolina, as the place for holdingany special meeting of the Board of Directors called by them.

**Section 8.             Notice****.**  Noticeof any special meeting of the Board of Directors shall be given by writtennotice delivered personally, telegraphed or mailed to each Director at hisbusiness or resident address.  Personallydelivered or telegraphed notices shall be given at least two days prior to themeeting.  Notice by mail shall be givenat least five days prior to the meeting. If mailed, such notice shall be deemed to be given when

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depositedin the United States mail properly addressed, with postage thereonprepaid.  If given by telegram, suchnotice shall be deemed to be given when the telegram is delivered to thetelegraph company.  Neither the businessto be transacted at, nor the purpose of, any annual, regular or special meetingof the Board of Directors need be stated in the notice, unless required bystatute or these Bylaws.

**Section 9.             Quorum****.**  Amajority of the entire Board of Directors shall constitute a quorum fortransaction of business at any meeting of the Board of Directors, providedthat, if less than a quorum is present at said meeting, a majority of theDirectors present may adjourn the meeting from time to time withoutfurther notice.

The Directors present at a meeting which has been dulycalled and convened may continue to transact business until adjournment,notwithstanding the withdrawal of enough Directors to leave less than amajority of the entire Board, provided, that at least one-third of the entireBoard of Directors remains present at that meeting, in which case a quorum willstill be deemed present.

**Section 10.           Voting****.**  (a) Exceptas provided in subsection (b) of this Section 10, the action ofthe majority of the Directors present at a meeting at which a quorum is presentshall be the action of the Board of Directors, unless the concurrence of agreater proportion is required for such action by the Charter, these Bylaws, orapplicable statute.

(b)  Notwithstanding anything in these Bylaws tothe contrary, any action pertaining any transaction involving the Corporationwith respect to the purchase, sale, acquisition, lease or mortgage of any realestate asset in which an officer, Director or advisor of the Corporation hasany direct or indirect interest other than solely as a result of such person’sstatus as an officer, director or advisor of the Corporation, must be approvedby a majority of the Directors and a majority of the disinterested IndependentDirectors, even if the disinterested Independent Directors constitutes lessthan a quorum.

**Section 11.           Telephone Meetings****.**  Members of the Board of Directorsmay participate in a meeting by means of a conference telephone or similarcommunications equipment if all persons participating in the meeting can heareach other at the same time. Participation in a meeting by these means shall constitute presence inperson at the meeting.

**Section 12.           Action Without a Meeting****.**  Any action required or permitted to betaken at any meeting of the Board of Directors may be taken without ameeting, if a consent in writing to such action is signed by each Director andsuch written consent is filed with the minutes of proceedings of the Board ofDirectors.

**Section 13.           Compensation****.**  IndependentDirectors shall receive such reasonable compensation for their services asDirectors as the Board of Directors may fix or determine from time totime; such compensation may include a fixed sum, capital shares of theCorporation and Directors shall receive reimbursement of reasonable expensesincurred in traveling to and from or attending regular or special meetings ofthe Board of Directors or of any committee thereof.

**Section 14.           Policies and Resolutions****.**  It shall be the duty of the Board ofDirectors to insure that the purchase, sale, retention and disposal of theCorporation’s assets, the investment policies and the borrowing policies of theCorporation and the limitations thereon or amendment thereof are all times:

**(a)**          consistent with such policies, limitations and restrictions are contained inthese Bylaws, or in the Corporation’s Charter, or as described in theRegistration Statement or in the Corporation’s ongoing periodic reports filedwith the SEC following the Initial Public Offering, subject to revision fromtime to time at the discretion of the Board of Directors without shareholderapproval unless otherwise required by law; and

**(b)**          in compliance with the restrictions applicable to real estate investment trustspursuant to the Internal Revenue Code of 1986, as amended.

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**ARTICLE VCommittees**

**Section 1.             Committees of the Board****.**  The Board of Directorsmay appoint from among its members an executive committee and othercommittees comprised of one or more Directors. The Board of Directors shall appoint an audit committee comprised of notless than two members, a majority of whom are Independent Directors.  The Board of Directors shall appoint acompensation committee comprised of not less than three IndependentDirectors.  The Board of Directorsmay delegate to any committee any of the powers of the Board of Directorsexcept the power to elect Directors, declare dividends or distributions onshares, recommend to the shareholders any action which requires shareholderapproval, amend or repeal these Bylaws, approve any merger or share exchangewhich does not require shareholder approval or issue shares.  However, if the Board of Directors has givengeneral authorization for the issuance of shares, a committee of the Board ofDirectors, in accordance with a general formula or method specified by theBoard of Directors by resolution or by adoption of a share option plan,may fix the terms of shares, subject to classification orreclassification, and the terms on which any shares may be issued.

Notice of committee meetings shall be given in thesame manner as notice for special meetings of the Board of Directors.

One-third, but not less than two (unless the committeehas less than two members), of the members of any committee shall be present inperson at any meeting of such committee in order to constitute a quorum for thetransaction of business at such meeting, and the act of a majority presentshall be the act of such committee.  TheBoard of Directors may designate a chairman of any committee, and suchchairman or any two members of any committee (unless the committee has lessthan two members, in which case one member of such committee) may fix thetime and place of its meetings unless the Board shall otherwise provide.  In the absence or disqualification of anymember of any such committee, the members thereof present at any meeting andnot disqualified from voting, whether or not they constitute a quorum,may unanimously appoint another Director to act at the meeting int heplace of such absent or disqualified members; provided, however, that in theevent of the absence or disqualification of an Independent Director, suchappointee shall be an Independent Director.

Each committee shall keep minutes of its proceedingsand shall report the same to the Board of Directors at the meeting nextsucceeding, and any action by the committees shall be subject to revision andalteration by the Board of Directors, provided that no rights of third personsshall be affected by any such revision or altercation.

Subject to the provisions hereof, the Board ofDirectors shall have the power at any time to change the membership of anycommittee, to fill all vacancies, to designate alternative members to replaceany absent or disqualified members or to dissolve any such committee.

**Section 2.             Telephone Meetings****.**  Members of a committee of the Board ofDirectors may participate in a meeting by means of a conference telephoneor similar communications equipment if all persons participating in the meetingcan hear each other at the same time. Participation in a meeting by these means shall constitute presence in aperson at the meeting.

**Section 3.             Action By Committees Without a Meeting****.**  Any action required or permitted to betaken at any meeting of a committee of the Board of Directors may be takenwithout a meeting, if a consent in writing to such action is signed by eachmembers of the committee and such written consent is filed with the minutes ofproceedings of such committee.

**ARTICLE VIOfficers**

**Section 1.             General Provisions****.**  The officers of the Corporationmay consist of a Chairman of the Board, a Vice Chairman of the Board, aPresident, a Chief Executive Officer, a Chief Operating Officer, one or moreVice Presidents, a Chief Financial Officer or Treasurer, one or more assistanttreasurers, a

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Secretary, and one or more assistant secretaries andsuch other officers as may be elected in accordance with the provisions ofSection 2 of this Article VI. The officers of the Corporation shall be elected annually by the Boardof Directors at the first meeting of the Board of Directors held after eachannual meeting of shareholders.  If theelection of officers shall not be held at such meeting, such election shall beheld as soon thereafter as may be convenient.  Each officer shall hold office until hissuccessor is elected and qualifies or until his death, resignation or removalin the manner hereinafter provided.  Anytwo or more offices may be held by the same person.  In its discretion, the Board of Directorsmay leave unfilled any office except that of President and Secretary.  Election or appointment of an officer oragent shall not of itself create contract rights between the Corporation andsuch officer or agent.

**Section 2.             Subordinate Officers, Committees and Agents****.**  The Board of Directors may fromtime to time elect such other officers and appoint such committees, employees,other agents as the business of the Corporation may require, including oneor more assistant secretaries, and one or more assistant treasurers, each ofwhom shall hold office for such period, have such authority, andperform such duties as are provided in these Bylaws, or as the Board ofDirectors may from time to time determine. The Directors may delegate to any officer or committee the power toelect subordinate officers and to retain or appoint employees or other agents.

**Section 3.             Removal and Resignation****.**  Any officer or agent of the Corporationmay be removed by the Board of Directors if in its judgment the bestinterests of the Corporation would be served thereby, but such removal shall bewithout prejudice to the contract rights, if any, of the person so removed.  Any officer of the Corporationmay resign at any time by giving written notice of his resignation to theBoard of Directors, the Chairman of the Board, the President or theSecretary.  Any resignation shall takeeffect at the time specified therein or, if the time when it shall becomeeffective is not specified therein, immediately upon its receipt.  The acceptance of a resignation shall not benecessary to make it effective unless otherwise stated in the resignation.

**Section 4.             Vacancies****.**  Avacancy in any office may be filled by the Board of Directors for thebalance of the term.

**Section 5.             General Powers****.**  Allofficers of the Corporation as between themselves and the Corporation shall,respectively, have such authority and perform such duties in the managementof the property and affairs of the Corporation as may be determined byresolution of the Board of Directors, or in the absence of controllingprovisions in a resolution of the Board of Directors, as may be providedin these Bylaws.

**Section 6.             Chief Executive Officer****.**  The Board of Directorsmay designate a chief executive officer from among the electedofficers.  The chief executive officershall have responsibility for implementation of the policies of theCorporation, as determined by the Board of Directors, and for theadministration of the business affairs of the Corporation.

**Section 7.             Chief Operating Officer****.**  The Board of Directorsmay designate a chief operating officer from among the electedofficers.  Said officer will have theresponsibility and duties as set forth by the Board of Directors or the chiefexecutive officer.

**Section 8.             Chairman and Vice Chairman of the Board****.**  The Chairman of the Board, if there beone, shall preside over the meetings of the Board of Directors and of theshareholders at which he shall be present. In the absence of the Chairman of the Board, the Vice Chairman of theBoard, if there be one, shall preside at such meetings at which he shall bepresent.  The Chairman of the Board andthe Vice Chairman of the Board shall, respectively, perform such otherduties as may be assigned to him or them by the Board of Directors.

**Section 9.             President****.**  ThePresident shall in general supervise and control all of the business andaffairs of the Corporation.  Unless thePresident is not a member of the Board of Directors, in the absence of both theChairman and Vice Chairman of the Board, he shall preside at all meetings ofthe Board of Directors and of the shareholders at which he shall bepresent.  In the absence of a designationof a chief executive officer by the Board of Directors, the President shall bethe chief executive officer and shall be *exofficio* a member of all committees that may, from time to time, beconstituted by the Board of Directors. He may execute any deed, mortgage, bond, contract or otherinstrument to which the Corporation is a party, except in cases where theexecution thereof shall be expressly delegated by the Board of Directors or bythese Bylaws to some other officer or agent of the Corporation or shall berequired by law to be otherwise executed; and in general shall perform allduties incident to the office of President and such other duties as may beprescribed by the Board of Directors from time to time.

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**Section 10.           Vice Presidents****.**  In the absence of the President or inthe event of a vacancy in such office, the Vice President (or in the eventthere be more than one Vice President, the Vice Presidents in the orderdesignated at the time of their election or, in the absence of any designation,then in the order of the election) shall perform the duties of thePresident and when so acting shall have all the powers of and be subject to allthe restrictions upon the President, and shall perform such other dutiesas from time to time may be assigned to him by the President or by theBoard of Directors.  The Board ofDirectors may designate one or more Vice Presidents as executive Vice Presidentor as Vice President for particular areas of responsibility.

**Section 11.           Secretary****.**  TheSecretary shall (a) keep the minutes of the proceedings of theshareholders, the Board of Directors and committees of the Board of Directorsin one or more books provided for that purpose; (b) see that all noticesare duly given in accordance with the provisions of these Bylaws or as requiredby law; (c) be custodian of the corporate records and of the seal of theCorporation; (d) keep a register of the post office address of eachshareholder which shall be furnished to the Secretary by such shareholder;(e) have general charge of the share transfer books of the Corporation;and (f) in general perform such other duties as from time to timemay be assigned to him by the President or by the Board of Directors.

**Section 12.           Chief Financial Officer or Treasurer****.**  The Chief Financial Officer orTreasurer shall have the custody of the corporate funds and securities andshall deposit all moneys and other valuable effects in the name and to thecredit of the Corporation in such depositories as may be designated by theBoard of Directors.

He shall disburse the funds of the Corporation asmay be ordered by the Board of Directors, taking proper vouchers for suchdisbursements, and shall render to the President and Board of Directors, at theregular meetings of the Board of Directors or whenever they may requireit, an account of all his transactions as Chief Financial Officer or Treasurerand of the financial condition of the Corporation.

If required by the Board of Directors, he shall givethe Corporation a bond in such sum and with such surety or sureties as shall besatisfactory to the Board of Directors for the faithful performance of theduties of his office and for the restoration to the Corporation, in case of hisdeath, resignation, retirement or removal from office, all books, papers,vouchers, moneys and other property of whatever kind in his possession or underhis control belonging to the Corporation.

**Section 13.           Assistant Secretaries and Assistant Treasurers****.**  The assistant secretaries andassistant treasurers, in general, shall perform such duties as shall beassigned to them by the Secretary or the Chief Financial Officer Treasurer,respectively, or by the President or the Board of Directors.  The assistant treasurers shall, if requiredby the Board of Directors, give bonds for the faithful performance of theirduties in such sums and with such surety or sureties as shall be satisfactoryto the Board of Directors.

**Section 14.           Salaries****.**  Thesalaries of the officers shall be fixed from time to time by the Board ofDirectors and no officer shall be prevented from receiving such salary byreason of the fact that he is also a Director of the Corporation.

**ARTICLE VIIContracts, Notes, Checks and Deposits**

**Section 1.             Contracts****.**  TheBoard of Directors may authorize any officer or agent to enter into anycontract or to execute and deliver any instrument in the name of and on behalfof the Corporation and such authority may be general or confined tospecific instances.

**Section 2.             Checks and Drafts****.**  All checks, drafts or other orders forthe payment of money, notes or other evidences of indebtedness issued in thename of the Corporation shall be signed by such officer or officers, agents oragents of the Corporation and in such manner as shall from time to time bedetermined by the Board of Directors.

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**Section 3.             Deposits****.**  Allfunds of the Corporation not otherwise employed shall be deposited from time totime to the credit of the Corporation in such banks, trust companies or otherdepositories as the Board of Directors may designate.

**ARTICLE VIIICapital Shares**

**Section 1.             Certificates of Shares****.**  Each shareholder shall be entitled toa certificate or certificates which shall represent and certify the number ofshares of each kind and class of shares held by him in theCorporation.  Each certificate shall besigned by the Chairman of the Board or the President or a Vice President andcountersigned by the Secretary or an assistant secretary of the Treasurer or anassistant treasurer and may be sealed with the corporate seal.

The signatures may be either manual orfacsimile.  Certificates shall beconsecutively numbered; and if the Corporation shall, from time to time, issueseveral classes of shares, each class may have its own numberseries.  A certificate is valid andmay be issued whether or not an officer who signed it is still an officerwhen it is issued.  Each certificaterepresenting shares which is restricted as to its transferability or votingpowers, which is preferred or limited as to its dividends or as to its share ofthe assets upon liquidation or which is redeemable at the option of theCorporation, shall have a statement of such restriction, limitation, preferenceor redemption provision, or a summary thereof, plainly stated on thecertificate.  In lieu of such statementor summary, the Corporation may set forth upon the face or back of thecertificate a statement that the Corporation will furnish to any shareholder,upon request and without charge, a full statement of such information.

**Section 2.             Lost Certificate****.**  The Board of Directors may directa new certificate to be issued in place of any certificate previously issued bythe Corporation alleged to have been lost, stolen or destroyed upon the makingof an affidavit of that fact by the person claiming the shares certificate tobe lost, stolen or destroyed.  Whenauthorizing the issuance of a new certificate, the Board of Directors may, inits discretion and as a condition precedent to the issuance thereof, requirethe owner of such lost, stolen or destroyed certificate or his legalrepresentative to advertise the same in such manner as it shall require and/orto give bond, with sufficient surety, to the Corporation to indemnify itagainst any loss or claim which may arise as a result of the issuance of anew certificate.

**Section 3.             Transfer Agents and Registrars****.**  At such time as the Corporation listsits securities on a national securities exchange or qualities for trading inthe over the counter market, the Board of Directors shall appoint one or morebanks or trust companies in such city or cities as the Board of Directorsmay deem advisable, from time to time, to act as transfer agents and/orregistrars of the shares of the Corporation; and, upon such appointments beingmade, no certificate representing shares shall be valid until countersigned byone of such transfer agents and registered by one of such registrars.

**Section 4.             Transfer of Shares****.**  No transfers of shares of theCorporation shall be made if (i) void *abinitio* pursuant to any provision of the Corporation’s Charter or(ii) the Board of Directors, pursuant to any provision of the Corporation’sCharter, shall have refused to permit the transfer of such shares.  Permitted transfers of shares of theCorporation shall be made on the share records of the Corporation only upon theinstruction of the registered holder thereof, or by his attorney thereuntoauthorized by power of attorney duly executed and filed with the Secretary orwith a transfer agent or transfer clerk, and upon surrender of the certificateor certificates, if issued, for such shares properly endorsed or accompanied bya duly executed share transfer power and the payment of all taxes thereon.  Upon surrender to the Corporation or thetransfer agent of the Corporation of a certificate for shares duly endorsed oraccompanied by proper evidence of succession, assignment or authority totransfer, as to any transfers not prohibited by any provision of theCorporation’s Charter by action of the Board of Directors thereunder, it shallbe the duty of the Corporation to issue a new certificate to the personentitled thereto, cancel the old certificate and record the transaction uponits books.

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**Section 5.             Share Ledger****.**  TheCorporation shall maintain at its principal office or at the office of itscounsel, accountants or transfer agents an original or duplicate share ledgercontaining the name and address of each shareholder and the number of shares ofeach class held by such shareholder.

**ARTICLE IXDividends**

**Section 1.             Declaration****.**  Dividendsupon the shares of the Corporation may be declared by the Board ofDirectors, subject to applicable provisions of law and the Charter.  Dividends may be paid in cash, propertyor shares of the Corporation, subject to applicable provisions of law and theCharter.

**Section 2.             Contingencies****.**  Beforepayment of any dividends, there may be set aside out of any funds of theCorporation available for dividends such sum or sums as the Board of Directorsmay from time to time, in its absolute discretion, think proper as areserve fund for contingencies, for equalizing dividends, for repairing ormaintaining the property of the Corporation, its subsidiaries or anypartnership for which it serves as general partner, or for such other purposeas the Board of Directors shall determine to be in the best interest of the Corporation,and the Board of Directors may modify or abolish any such reserve in themanner in which it was created.

**ARTICLE XIndemnification and Limitation of Liability**

**Section 1.             Indemnification of Agents****.**  The Corporation shall indemnify, inthe manner and to the fullest extent permitted by law, any person (or theestate of any person) who is or was a party to, or is threatened to be made aparty to, any threatened, pending or completed action, suit or proceeding,whether or not by or in the right of the Corporation, and whether civil,criminal, administrative, investigative or otherwise, by reason of the factthat such person is or was a director or officer of the Corporation, or suchdirector or officer is or was serving at the request of the Corporation as adirector, officer, agent or employee of another corporation, partnership, jointventure, trust or other enterprise.  Tothe fullest extent permitted by law, the indemnification provided herein shallinclude expenses (including attorneys’ fees), judgments, fines and amounts paidin settlement and any such expenses may be paid by the Corporation inadvance of the final disposition of such action, suit or proceeding.  The Corporation shall indemnify otheremployees and agents to such extent as shall be authorized by the Board ofDirectors or these Bylaws and be permitted by law.  Any repeal or modification of thisArticle X by the shareholders of the Corporation shall be prospectiveonly, and shall not adversely affect any right to indemnification oradvancement of expenses hereunder existing at the time of such repeal ormodification.

**Section 2.             Insurance****.**  TheCorporation may to the fullest extent permitted by law, purchase andmaintain insurance on behalf of any such person against any liability whichmay be asserted against such person.

**Section 3.             Indemnification Non-Exclusive****.**  The indemnification provided hereinshall not be deemed to limit the right of the Corporation to indemnify anyother person for any such expenses to the fullest extent permitted by law, norshall it be deemed exclusive of any other rights to which any person seekingindemnification from the Corporation may be entitled under any agreement,vote of shareholders or disinterested directors, or otherwise, both as toaction in such person’s official capacity and as to action in another capacitywhile holding such office.

**Section 4.             Limitation of Liability****.**  To the fullest extent permitted byMaryland statutory or decisional law, as amended or interpreted from time totime, no director or officer of the Corporation shall be personally liable tothe Corporation or its shareholders, or any of them, for money damages.  No amendment of these Bylaws or repeal of anyof its provisions shall limit or eliminate the benefits provided to directorsand officers under this provision with respect to any act or omission whichoccurred prior to such amendment or repeal.

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**ARTICLE XISeal**

**Section 1.             Seal****.**  TheCorporation may have a corporate seal, which may be altered at willby the Board of Directors.  The Board ofDirectors may authorize one or more duplicate or facsimile seals andprovide for the custody thereof.  Unlessspecifically required by law, a corporate seal is not required for the dueexecution of any document.

**Section 2.             Affixing Seal****.**  Wheneverthe Corporation is required to place its corporate seal to a document, it shallbe sufficient to meet the requirements of any law, rule or regulationrelating to a corporate seal to place the word “(SEAL)” adjacent to thesignature of the person authorized to execute the document on behalf of theCorporation.

**ARTICLE XIIWaiver of Notice**

Whenever any notice is required to be given pursuantto the Charter or these Bylaws of the Corporation or pursuant to applicablelaw, a waiver thereof in writing, signed by the person or persons entitled tosuch notice, whether before or after the time stated therein, shall be deemedequivalent to the giving of such notice. Neither the business to be transacted at nor the purpose of any meetingneed be set forth in the waiver of notice, unless specifically required bystatute.  The attendance of any person atany meeting for the express purpose of objecting to the transaction of anybusiness on the ground that the meeting is not lawfully called or convened.

**ARTICLE XIIIAmendment of Bylaws**

**Section 1.             By Directors****.**  TheBoard of Directors shall have the exclusive power to adopt, alter or repeal anyBylaws of the Corporation and to make new Bylaws; provided that any amendmentto Section 2 or Section 3 of Article III, or any amendment toSection 2, Section 3, Section 5 or Section 9 ofArticle IV required the affirmative vote of 80% of the entire Board ofDirectors.

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