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                                                                    Exhibit 4.3

                              INNKEEPERS USA TRUST
                              --------------------

                           AMENDED AND RESTATED BYLAWS
                           ---------------------------


                                    ARTICLE I

                                     OFFICES

     Section 1. PRINCIPAL OFFICE. The principal office of the Trust shall be
                ----------------
located at such place or places as the Trustees may designate.

     Section 2. ADDITIONAL OFFICES. The Trust may have additional offices at
                ------------------
such places as the Trustees may from time to time determine or the business of
the Trust may require.

     Section 3. FISCAL AND TAXABLE YEARS. The fiscal and taxable years of the
                ------------------------
Trust shall begin on January 1 and end on December 31.

                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

     Section 1. PLACE. All meetings of shareholders shall be held at the
                -----
principal office of the Trust or at such other place within the United States as
shall be stated in the notice of the meeting.

     Section 2. ANNUAL MEETING. The President or the Board of Trustees may fix
                --------------
the time of the annual meeting of the shareholders for the election of Trustees
and the transaction of any business as may be properly brought before the
meeting, but if no such date and time is fixed by the President or the Board of
Trustees, the meeting for any calendar year shall be held on the first Wednesday
in May, if that day is not a legal holiday. If that day is a legal holiday, the
annual meeting shall be held on the next succeeding business day that is not a
legal holiday.

     Section 3. SPECIAL MEETINGS. The chairman of the board or the president or
                ----------------
one-third of the Trustees may call special meetings of the shareholders. Special
meetings of shareholders shall also be called by the secretary upon the written
request of the holders of shares entitled to cast not less than 25% of all the
votes entitled to be cast at such meeting. Such request shall state the purpose
of such meeting and the matters proposed to be acted on at such meeting. The
secretary shall inform such shareholders of the reasonably estimated cost of
preparing and mailing notice of the meeting and, upon payment by such
shareholders to the Trust of such costs, the secretary shall give notice to each
shareholder entitled to notice of the meeting. Unless requested by shareholders
entitled to cast a majority of all the votes entitled to be cast at such
meeting, a special meeting need not be called to consider any matter which is
substantially the same as a matter voted on at any meeting of the shareholders
held during the preceding twelve months.

     Section 4. NOTICE. Not less than ten nor more than 90 days before each
                ------
meeting of shareholders, the secretary shall give to each shareholder entitled
to vote at such meeting and to each shareholder not entitled to vote who is
entitled to notice of the meeting written or printed

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notice stating the time and place of the meeting and, in the case of a special
meeting or as otherwise may be required by any statute, the purpose for which
the meeting is called, either by mail or by presenting it to such shareholder
personally or by leaving it at his residence or usual place of business. If
mailed, such notice shall be deemed to be given when deposited in the United
States mail addressed to the shareholder at his post office address as it
appears on the records of the Trust, with postage thereon prepaid.

     Section 5. SCOPE OF NOTICE. Any business of the Trust may be transacted at
                ---------------
an annual meeting of shareholders 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 shareholders
except as specifically designated in the notice.

     Section 6. ORGANIZATION. At every meeting of the shareholders, the Chairman
                ------------
of the Board, if there be one, shall conduct the meeting or, in the case of
vacancy in office or absence of the Chairman of the Board, one of the following
officers present shall conduct the meeting in the order stated: the Vice
Chairman of the Board, if there be one, the President, the Vice Presidents in
their order of rank and seniority, or a Chairman chosen by the shareholders
entitled to cast a majority of the votes which all shareholders present in
person or by proxy are entitled to cast, shall act as Chairman, and the
Secretary, or, in his absence, an assistant secretary, or in the absence of both
the Secretary and assistant secretaries, a person appointed by the Chairman
shall act as Secretary.

     Section 7. QUORUM. At any meeting of shareholders, the presence in person
                ------
or by proxy of shareholders entitled to cast a majority of all the votes
entitled to be cast at such meeting shall constitute a quorum; but this Section
shall not affect any requirement under any statute or the Declaration of Trust
for the vote necessary for the adoption of any measure. If, however, such quorum
shall not be present at any meeting of the shareholders, the shareholders
entitled to vote at such meeting, present in person or by proxy, 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.

     Section 8. VOTING. A plurality of all the votes cast at a meeting of
                ------
shareholders duly called and at which a quorum is present shall be sufficient to
elect a Trustee. Each share may be voted for as many individuals as there are
Trustees to be elected and for whose election the share is entitled to be voted.
A majority of the votes cast at a meeting of shareholders duly called and at
which a quorum is present shall be sufficient to approve any other matter which
may properly come before the meeting, unless more than a majority of the votes
cast is required herein or by statute or by the Declaration of Trust. Unless
otherwise provided in the Declaration, each outstanding share, regardless of
class, shall be entitled to one vote on each matter submitted to a vote at a
meeting of shareholders.

                                      -2-

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     Section 9. PROXIES. A shareholder may vote the shares owned of record by
                -------
him, either in person or by proxy executed in writing by the shareholder or by
his duly authorized attorney in fact. Such proxy shall be filed with the
secretary of the Trust before or at the time of the meeting. No proxy shall be
valid after eleven months from the date of its execution, unless otherwise
provided in the proxy.

     Section 10. VOTING OF SHARES BY CERTAIN HOLDERS. Shares of the Trust
                 -----------------------------------
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 shares pursuant to a bylaw or a resolution of the
governing board of such corporation or other entity or agreement of the partners
of the partnership presents a certified copy of such bylaw, resolution or
agreement, in which case such person may vote such shares. Any trustee or other
fiduciary may vote shares registered in his name as such fiduciary, either in
person or by proxy.

     Shares of the Trust 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 Trustees may adopt by resolution a procedure by which a shareholder may
certify in writing to the Trust that any shares registered in the name of the
shareholder are held for the account of a specified person other than the
shareholder. The resolution shall set forth the class of shareholders who may
make the certification, the purpose 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 share transfer
books, the time after the record date or closing of the share transfer books
within which the certification must be received by the Trust; and any other
provisions with respect to the procedure which the Trustees consider necessary
or desirable. On receipt of such certification, the person specified in the
certification shall be regarded as, for the purposes set forth in the
certification, the shareholder of record of the specified shares in place of the
shareholder who makes the certification.

     Notwithstanding any other provision contained herein or in the Declaration
of Trust or these Bylaws, Title 3, Subtitle 7 of the Corporations and
Associations Article of the Annotated Code of Maryland (or any successor
statute) shall not apply to any acquisition by any person of shares of
beneficial interest of the Trust. 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.

                                      -3-

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     Section 11. INSPECTORS. At any meeting of shareholders, the chairman of the
                 ----------
meeting may, or upon the request of any shareholder shall, appoint one or more
persons as inspectors for such meeting. Such inspectors shall ascertain and
report the number of shares represented at the meeting based upon their
determination of the validity and effect of proxies, count all votes, report the
results and perform such other acts as are proper to conduct the election and
voting with impartiality and fairness to all the shareholders.

     Each report of an inspector shall be in writing and signed by him or by a
majority of them if there is more than one inspector acting at such meeting. If
there is more than one inspector, the report of a majority shall be the report
of the inspectors. The report of the inspector or inspectors on the number of
shares represented at the meeting and the results of the voting shall be prima
                                                                         -----
facie evidence thereof.
-----

     Section 12. REPORTS TO SHAREHOLDERS.

     (a) Not later than the date of the first annual meeting of shareholders
following the close of a fiscal year of the Trust, the Trustees shall deliver or
cause to be delivered a report of the business and operations of the Trust
during such fiscal year to the shareholders, containing a balance sheet and a
statement of income and surplus of the Trust, accompanied by the certification
of an independent certified public accountant, and such further information as
the Trustees may determine is required pursuant to any law or regulation to
which the Trust is subject. A signed copy of the annual report and the
accountant's certificate shall be filed by the Trustees with such governmental
agencies as may be required by law and as the Trustees may deem appropriate.

     (b) The Trustees shall file with such governmental agencies as and within
the time period required by law an interim report to the shareholders containing
unaudited financial statements for each quarter, and for the period from the
beginning of the fiscal year to the end of such quarter, and such further
information as the Trustees may determine is required pursuant to any law or
regulation to which the Trust is subject.

     Section 13. NOMINATIONS AND SHAREHOLDER BUSINESS.

     (a) Annual Meetings of Shareholders. (1) Nominations of persons for
         -------------------------------
election to the Board of Trustees and the proposal of business to be considered
by the shareholders may be made at an annual meeting of shareholders (i)
pursuant to the Trust's notice of meeting, (ii) by or at the direction of the
Trustees or (iii) by any shareholder of the Trust who was a shareholder of
record at the time of giving of notice provided for in this Section 13(a), who
is entitled to vote at the meeting and who complied with the notice procedures
set forth in this Section 13(a).

          (2) For nominations or other business to be properly brought before an
     annual meeting by a shareholder pursuant to clause (iii) of paragraph
     (a)(1) of this Section 13, the shareholder must have given timely notice
     thereof in writing to the secretary of the Trust. To be timely, a
     shareholder's notice shall be delivered to the secretary at the principal
     executive offices

                                      -4-

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     of the Trust not less than 60 days nor more than 90 days prior to the first
     anniversary of the preceding year's annual meeting; provided, however, that
     in the event that the date of the annual meeting is advanced by more than
     30 days or delayed by more than 60 days from such anniversary date, notice
     by the shareholder to be timely must be so delivered not earlier than the
     90th day prior to such annual meeting and not later than the close of
     business on the later of the 60th day prior to such annual meeting or the
     tenth day following the day on which public announcement of the date of
     such meeting is first made. Such shareholder's notice shall set forth (i)
     as to each person whom the shareholder proposes to nominate for election or
     reelection as a Trustee all information relating to such person that is
     required to be disclosed in solicitations of proxies for election of
     Trustees, or is otherwise required, in each case pursuant to Regulation 14A
     under the Securities Exchange Act of 1934, as amended (the "Exchange Act")
     (including such person's written consent to being named in the proxy
     statement as a nominee and to serving as a Trustee if elected); (ii) as to
     any other business that the shareholder proposes to bring before the
     meeting, a brief description of the business desired to be brought before
     the meeting, the reasons for conducting such business at the meeting and
     any material interest in such business of such shareholder and of the
     beneficial owner, if any, on whose behalf the proposal is made; and (iii)
     as to the shareholder giving the notice and the beneficial owner, if any,
     on whose behalf the nomination or proposal is made, (x) the name and
     address of such shareholder, as they appear on the Trust's books, and of
     such beneficial owner and (y) the number of each class of shares of the
     Trust which are owned beneficially and of record by such shareholder and
     such beneficial owner.

          (3) Notwithstanding anything in the second sentence of paragraph
     (a)(2) of this Section 13 to the contrary, in the event that the number of
     Trustees to be elected to the Board of Trustees is increased and there is
     no public announcement naming all of the nominees for Trustee or specifying
     the size of the increased Board of Trustees made by the Trust at least 70
     days prior to the first anniversary of the preceding year's annual meeting,
     a shareholder's notice required by this Section 13(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 offices of the Trust not later than the close of
     business on the tenth day following the day on which such public
     announcement is first made by the Trust.

     (b) Special Meetings of Shareholders. Only such business shall be conducted
         --------------------------------
at a special meeting of shareholders as shall have been brought before the
meeting pursuant to the Trust's notice of meeting. Nominations of persons for
election to the Board of Trustees may be made at a special meeting of
shareholders at which Trustees are to be elected (i) pursuant to the Trust's
notice of meeting (ii) by or at the direction of the Board of Trustees or (iii)
provided that the Board of Trustees has determined that Trustees shall be
elected at such special meeting, by any shareholder of the Trust who was a
shareholder of record at the time of giving of notice provided for in this
Section 13(b), who is entitled to vote at the meeting and who complied with the
notice procedures set forth in this Section 13(b). In the event the Trust calls
a special meeting of shareholders for the purpose of electing one or more
Trustees to the Board of Trustees, any such shareholder may nominate a person or
persons (as the case may be) for election to such position as specified in the
Trust's notice of meeting, if the shareholder's notice

                                      -5-

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containing the information required by paragraph (a)(2) of this Section 13 shall
be delivered to the secretary at the principal executive offices of the Trust
not earlier than the 90th day prior to such special meeting and not later than
the close of business on the later of the 60th 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 Trustees to
be elected at such meeting.

     (c) General. (1) Only such persons who are nominated in accordance with the
         -------
procedures set forth in this Section 13 shall be eligible to serve as Trustees
and only such business shall be conducted at a meeting of shareholders as shall
have been brought before the meeting in accordance with the procedures set forth
in this Section 13. The presiding officer of the meeting shall have the power
and duty to determine whether a nomination or any business proposed to be
brought before the meeting was made in accordance with the procedures set forth
in this Section 13 and, if any proposed nomination or business is not in
compliance with this Section 13, to declare that such defective nomination or
proposal be disregarded.

          (2) For purposes of this Section 13, "public announcement" shall mean
     disclosure in a press release reported by the Dow Jones News Service,
     Associated Press or comparable news service or in a document publicly filed
     by the Trust with the Securities and Exchange Commission pursuant to
     Sections 13, 14 or 15(d) of the Exchange Act.

          (3) Notwithstanding the foregoing provisions of this Section 13, a
     shareholder shall also comply with all applicable requirements of state law
     and of the Exchange Act and the rules and regulations thereunder with
     respect to the matters set forth in this Section 13. Nothing in this
     Section 13 shall be deemed to affect any rights of shareholders to request
     inclusion of proposals in the Trust's proxy statement pursuant to Rule
     14a-8 under the Exchange Act.

     Section 14. INFORMAL ACTION BY SHAREHOLDERS. Any action required or
                 -------------------------------
permitted to be taken at a meeting of shareholders may be taken without a
meeting if a consent in writing, setting forth such action, is signed by each
shareholder entitled to vote on the matter and any other shareholder entitled to
notice of a meeting of shareholders (but not to vote thereat) has waived in
writing any right to dissent from such action, and such consent and waiver are
filed with the minutes of proceedings of the shareholders.

     Section 15. VOTING BY BALLOT. Voting on any question or in any election may
                 ----------------
be viva voce unless the presiding officer shall order or any shareholder shall
   ---------
demand that voting be by ballot.

                                   ARTICLE III

                                    TRUSTEES

     Section 1. GENERAL POWERS; QUALIFICATIONS; TRUSTEES HOLDING OVER. The
                -----------------------------------------------------
business and affairs of the Trust shall be managed under the direction of its
Board

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of Trustees. A Trustee shall be an individual at least 21 years of age who is
not under legal disability. Unless otherwise agreed between the Trust and the
Trustee, each individual Trustee, including each Independent Trustee (as defined
in the Trust's Declaration of Trust), may engage in other business activities of
the type conducted by the Trust and is not required to present to the Trust any
investment opportunities presented to them even though the investment
opportunities may be within the scope of the Trust's investment policies. In
case of failure to elect Trustees at an annual meeting of the shareholders, the
Trustees holding over shall continue to direct the management of the business
and affairs of the Trust until their successors are elected and qualify.

     Section 2. ANNUAL AND REGULAR MEETINGS. An annual meeting of the Trustees
                ---------------------------
shall be held immediately after and at the same place as the annual meeting of
shareholders, no notice other than this Bylaw being necessary. The Trustees may
provide, by resolution, the time and place, either within or without the State
of Maryland, for the holding of regular meetings of the Trustees without other
notice than such resolution.

     Section 3. SPECIAL MEETINGS. Special meetings of the Trustees may be called
                ----------------
by or at the request of the chairman of the board or the president or by a
majority of the Trustees then in office. The person or persons authorized to
call special meetings of the Trustees may fix any place, either within or
without the State of Maryland, as the place for holding any special meeting of
the Trustees called by them.

     Section 4. NOTICE. Notice of any special meeting shall be given by written
                ------
notice delivered personally, telegraphed or mailed to each Trustee at his
business or residence address. Personally delivered or telegraphed notices shall
be given at least two days prior to the meeting. Notice by mail shall be given
at least five days prior to the meeting. Telephone notice shall be given at
least 24 hours prior to the meeting. If mailed, such notice shall be deemed to
be given when deposited in the United States mail properly addressed, with
postage thereon prepaid. If given by telegram, such notice shall be deemed to be
given when the telegram is delivered to the telegraph company. Telephone notice
shall be deemed given when the Trustee is personally given such notice in a
telephone call to which he is a party. Neither the business to be transacted at,
nor the purpose of, any annual, regular or special meeting of the Trustees need
be stated in the notice, unless specifically required by statute or these
Bylaws.

     Section 5. QUORUM. A majority of the entire Board of Trustees shall
                ------
constitute a quorum for transaction of business at any meeting of the Trustees,
provided that, if less than a majority of such Trustees are present at said
meeting, a majority of the Trustees present may adjourn the meeting from time to
time without further notice, and provided further that if, pursuant to the
Declaration of Trust or these Bylaws, the vote of a majority of a particular
group of Trustees is required for action, a quorum must also include a majority
of such group.

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

                                      -7-

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     Section 6. VOTING. (a) Except as provided in subsection (b) of this Section
                ------
6, the action of the majority of the Trustees present at a meeting at which a
quorum is present shall be the action of the Trustees, unless the concurrence of
a greater proportion is required for such action by applicable statute.

     (b) Notwithstanding anything in these Bylaws to the contrary, (i) any
action pertaining to a sale or other disposition of a Fisher Hotel, as defined
in the Trust's Registration Statement on Form S-11, as declared effective by the
Securities and Exchange Commission in connection with the Trust's initial public
offering of common shares and (ii) any other action pertaining to any
transaction involving the Trust, including the purchase, sale, lease, or
mortgage of any real estate asset or any other transaction, in which an advisor,
Trustee or officer of the Trust, or any affiliate of any of the foregoing
persons, has any direct or indirect interest other than solely as a result of
his status as a Trustee, officer, or shareholder of the Trust, must be approved
by a majority of the Trustees, including a majority of the Independent Trustees,
even if the Independent Trustees constitute less than a quorum.

     Section 7. TELEPHONE MEETINGS. Trustees may participate in a meeting by
                ------------------
means of a conference telephone or similar communications equipment if all
persons participating in the meeting can hear each other at the same time.
Participation in a meeting by these means shall constitute presence in person at
the meeting.

     Section 8. INFORMAL ACTION BY TRUSTEES. Any action required or permitted to
                ---------------------------
be taken at any meeting of the Trustees may be taken without a meeting, if a
consent in writing to such action is signed by each Trustee and such written
consent is filed with the minutes of proceedings of the Trustees.

     Section 9. VACANCIES. If for any reason any or all the Trustees cease to be
                ---------
Trustees, such event shall not terminate the Trust or affect these Bylaws or the
powers of the remaining Trustees hereunder (even if fewer than two Trustees
remain). Any vacancy (including a vacancy created by an increase in the number
of Trustees) shall be filled, at any regular meeting or at any special meeting
called for that purpose, by a majority of the Trustees. Any individual so
elected as Trustee shall hold office for the unexpired term of the Trustee he is
replacing.

     Section 10. COMPENSATION. Trustees shall not receive any stated salary for
                 ------------
their services as Trustees but, by resolution of the Trustees, may receive (a) a
fixed annual retainer payable in cash or common shares of the trust, of a
combination of cash and common shares, (b) a fixed fee, payable in cash or
common shares of the trust, for each meeting of the Trustees or any committee
thereof attended, (c) options to acquire a fixed number of common shares, with
an exercise price equal to no less than the closing sale price of the common
shares on the date the options are issued, (d) a fixed sum of common shares of
the Trust for any service or activity they performed or engaged in as Trustees
and (e) such other form of compensation approved or ratified by the shareholders
of the trust. In addition, Trustees may be reimbursed for expenses of

                                      -8-

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attendance, if any, at each annual, regular or special meeting of the Trustees
or of any committee thereof; and for their expenses, if any, in connection with
each property visit and any other service or activity performed or engaged in as
Trustees; but nothing herein contained shall be construed to preclude any
Trustees from serving the Trust in any other capacity and receiving compensation
therefor.

     Section 11. REMOVAL OF TRUSTEES. The shareholders may, at any time, remove
                 -------------------
any Trustee in the manner provided in the Declaration of Trust.

     Section 12. LOSS OF DEPOSITS. No Trustee 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 shares have been
deposited.

     Section 13. SURETY BONDS. Unless required by law, no Trustee shall be
                 ------------
obligated to give any bond or surety or other security for the performance of
any of his duties.

     Section 14. RELIANCE. Each Trustee, officer, employee and agent of the
                 --------
Trust shall, in the performance of his duties with respect to the Trust, 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 Trust,
upon an opinion of counsel or upon reports made to the Trust by any of its
officers or employees or by the adviser, accountants, appraisers or other
experts or consultants selected by the Trustees or officers of the Trust,
regardless of whether such counsel or expert may also be a Trustee.

     Section 15. NUMBER AND QUALIFICATIONS. The number of Trustees of the Trust
                 -------------------------
shall not be less than three (3) nor more than nine (9). The Trustees shall be
classified, with respect to the terms for which they severally hold office, into
separate classes, if and in the manner prescribed in the Trust's Declaration of
Trust. At any regular meeting or at any special meeting called for that purpose,
at least 80% of the members of the Board of Trustees shall establish, increase
or decrease the number of Trustees, provided that the number thereof shall never
be less than required by Maryland law and further provided that the tenure of
office of a Trustee shall not be affected by any decrease in the number of
Trustees. Trustees need not be shareholders of the Trust.

     Section 16. INTERESTED TRUSTEE TRANSACTIONS. Section 2-419 of the Maryland
                 -------------------------------
General Corporation Law (the "MGCL") shall be available for and apply to any
contract or other transaction between the Trust and any of its Trustees or
between the Trust and any other trust, corporation, firm or other entity in
which any of its Trustees is a trustee or director or has a material financial
interest.

                                      -9-

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                                   ARTICLE IV

                                   COMMITTEES

     Section 1. NUMBER, TENURE AND QUALIFICATIONS. The Board of Trustees may
                ---------------------------------
appoint from among its members an Executive Committee and other committees
comprised of two or more Trustees. A majority of the members of any committee so
appointed shall be Independent Trustees. The Board of Trustees shall appoint an
audit committee comprised of not less than two members, a majority of whom are
Independent Trustees. The Board of Trustees may delegate to any committee any of
the powers of the Board of Trustees except the power to elect Trustees, declare
dividends or distributions on stock, recommend to the shareholders any action
which requires shareholder approval, amend or repeal these Bylaws, approve any
merger or share exchange which does not require shareholder approval, or issue
stock. However, if the Board of Trustees has given general authorization for the
issuance of stock, a committee of the Board of Trustees, in accordance with a
general formula or method specified by the Board of Trustees by resolution or by
adoption of a stock option plan, may fix the terms of stock, subject to
classification or reclassification, and the terms on which any stock may be
issued.

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

     One-third, but not less than two, of the members of any committee shall be
present in person at any meeting of such committee in order to constitute a
quorum for the transaction of business at such meeting, and the act of a
majority present shall be the act of such committee. The Board of Trustees may
designate a chairman of any committee, and such chairman or any two members of
any committee may fix the time and place of its meetings unless the Board shall
otherwise provide. In the absence or disqualification of any member of any such
committee, the members thereof present at any meeting and not disqualified from
voting, whether or not they constitute a quorum, may unanimously appoint another
Trustee to act at the meeting in the place of such absent or disqualified
members; provided, however, that in the event of the absence or disqualification
of an Independent Trustee, such appointee shall be an Independent Trustee.

     Each committee shall keep minutes of its proceedings and shall report the
same to the Board of Trustees at the meeting next succeeding, and any action by
the committees shall be subject to revision and alteration by the Board of
Trustees, provided that no rights of third persons shall be affected by any such
revision or alteration.

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

     Section 2. POWERS. The Trustees may delegate to committees appointed under
                ------
Section 1 of this Article any of the powers of the Trustees, except as
prohibited by law.

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     Section 3. MEETINGS. 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 Trustee to act in the place of such absent member.

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

     Section 5. INFORMAL ACTION BY COMMITTEES. Any action required or permitted
                -----------------------------
to be taken at any meeting of a committee of the Trustees may be taken without a
meeting, if a consent in writing to such action is signed by each member of the
committee and such written consent is filed with the minutes of proceedings of
such committee.

                                    ARTICLE V

                                    OFFICERS

     Section 1. GENERAL PROVISIONS. The officers of the Trust may consist of a
                ------------------
chairman of the board, a vice chairman of the board, a chief executive officer,
a president, one or more vice presidents, a treasurer, one or more assistant
treasurers, a secretary, and one or more assistant secretaries. In addition, the
Trustees may from time to time appoint such other officers with such powers and
duties as they shall deem necessary or desirable. The officers of the Trust
shall be elected annually by the Trustees at the first meeting of the Trustees
held after each annual meeting of shareholders. If the election of officers
shall not be held at such meeting, such election shall be held as soon
thereafter as may be convenient. Each officer shall hold office until his
successor is elected and qualifies or until his death, resignation or removal in
the manner hereinafter provided. Any two or more offices except president and
vice president may be held by the same person. In their discretion, the Trustees
may leave unfilled any office except that of president and secretary. Election
of an officer or agent shall not of itself create contract rights between the
Trust and such officer or agent.

     Section 2. REMOVAL AND RESIGNATION. Any officer or agent of the Trust may
                -----------------------
be removed by the Trustees if in their judgment the best interests of the Trust
would be served thereby, but such removal shall be without prejudice to the
contract rights, if any, of the person so removed. Any officer of the Trust may
resign at any time by giving written notice of his resignation to the Trustees,
the chairman of the board, the president or the secretary. Any resignation shall
take effect at any time subsequent to the time specified therein or, if the time
when it shall become effective is not specified therein, immediately upon its
receipt. The acceptance of a resignation shall not be necessary to make it
effective unless otherwise stated in the resignation. Such resignation shall be
without prejudice to the contract rights, if any, of the Trust.

                                      -11-

<PAGE>

     Section 3. VACANCIES. A vacancy in any office may be filled by the Trustees
                ---------
for the balance of the term.

     Section 4. CHIEF EXECUTIVE OFFICER. The Trustees may designate a chief
                -----------------------
executive officer from among the elected officers. The chief executive officer
shall have responsibility for implementation of the policies of the Trust, as
determined by the Trustees, and for the administration of the business affairs
of the Trust. In the absence of both the chairman and vice chairman of the
board, the chief executive officer shall preside over the meetings of the
Trustees and of the shareholders at which he shall be present.

     Section 5. CHIEF OPERATING OFFICER. The Trustees may designate a chief
                -----------------------
operating officer from among the elected officers. Said officer will have the
responsibilities and duties as set forth by the Trustees or the chief executive
officer.

     Section 6. CHIEF FINANCIAL OFFICER. The Trustees may designate a chief
                -----------------------
financial officer from among the elected officers. Said officer will have the
responsibilities and duties as set forth by the Trustees or the chief executive
officer.

     Section 7. CHAIRMAN AND VICE CHAIRMAN OF THE BOARD. The chairman of the
                ---------------------------------------
board shall preside over the meetings of the Trustees and of the shareholders at
which he shall be present and shall in general oversee all of the business and
affairs of the Trust. In the absence of the chairman of the board, the vice
chairman of the board shall preside at such meetings at which he shall be
present. The chairman and the vice chairman of the board may execute any deed,
mortgage, bond, contract or other instrument, except in cases where the
execution thereof shall be expressly delegated by the Trustees or by these
Bylaws to some other officer or agent of the Trust or shall be required by law
to be otherwise executed. The chairman of the board and the vice chairman of the
board shall perform such other duties as may be assigned to him or them by the
Trustees.

     Section 8. PRESIDENT. In the absence of the chairman, the vice chairman of
                ---------
the board and the chief executive officer, the president shall preside over the
meetings of the Trustees and of the shareholders at which he shall be present.
In the absence of a designation of a chief executive officer by the Trustees,
the president shall be the chief executive officer. The president may execute
any deed, mortgage, bond, contract or other instrument, except in cases where
the execution thereof shall be expressly delegated by the Trustees or by these
Bylaws to some other officer or agent of the Trust 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
Trustees 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

                                      -12-

<PAGE>
shall perform such other duties as from time to time may be assigned to him by
the president or by the Trustees. The Trustees may designate one or more vice
presidents as executive 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 shareholders, the Trustees and committees of the Trustees 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 trust records and of the seal of the Trust; (d) keep a
register of the post office address of each shareholder which shall be furnished
to the secretary by such shareholder; (e) have general charge of the share
transfer books of the Trust; and (f) in general perform such other duties as
from time to time may be assigned to him by the chief executive officer, the
president or by the Trustees.

     Section 11. TREASURER. The treasurer shall have the custody of the funds
                 ---------
and securities of the Trust and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Trust and shall deposit all
moneys and other valuable effects in the name and to the credit of the Trust in
such depositories as may be designated by the Trustees.

     He shall disburse the funds of the Trust as may be ordered by the Trustees,
taking proper vouchers for such disbursements, and shall render to the president
and Trustees, at the regular meetings of the Trustees or whenever they may
require it, an account of all his transactions as treasurer and of the financial
condition of the Trust.

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

     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 Trustees. The assistant treasurers shall, if required by the
Trustees, give bonds for the faithful performance of their duties in such sums
and with such surety or sureties as shall be satisfactory to the Trustees.

     Section 13. SALARIES. The salaries of the officers shall be fixed from time
                 --------
to time by the Trustees and no officer shall be prevented from receiving such
salary by reason of the fact that he is also a Trustee.

                                      -13-

<PAGE>

                                   ARTICLE VI

                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

     Section 1. CONTRACTS. The Trustees 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 Trust and such authority may be general or confined to
specific instances. Any agreement, deed, mortgage, lease or other document
executed by one or more of the Trustees or by an authorized person shall be
valid and binding upon the Trustees and upon the Trust when authorized or
ratified by action of the Trustees.

     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 Trust shall be signed by such officer or officers, agent or agents of the
Trust in such manner as shall from time to time be determined by the Trustees.

     Section 3. DEPOSITS. All funds of the Trust not otherwise employed shall be
                --------
deposited from time to time to the credit of the Trust in such banks, trust
companies or other depositories as the Trustees may designate.

                                   ARTICLE VII

                                     SHARES

     Section 1. CERTIFICATES. Each shareholder shall be entitled to a
                ------------
certificate or certificates which shall represent and certify the number of
shares of each class of beneficial interests held by him in the Trust. Each
certificate shall be signed by the chief executive officer, the president or a
vice president and countersigned by the secretary or an assistant secretary or
the treasurer or an assistant treasurer and may be sealed with the seal, if any,
of the Trust. The signatures may be either manual or facsimile. Certificates
shall be consecutively numbered; and if the Trust shall, from time to time,
issue several classes of shares, each class may have its own number series. A
certificate is valid and may be issued whether or not an officer who signed it
is still an officer when it is issued. Each certificate representing shares
which are restricted as to their transferability or voting powers, which are
preferred or limited as to their dividends or as to their allocable portion of
the assets upon liquidation or which are redeemable at the option of the Trust,
shall have a statement of such restriction, limitation, preference or redemption
provision, or a summary thereof, plainly stated on the certificate. In lieu of
such statement or summary, the Trust may set forth upon the face or back of the
certificate a statement that the Trust will furnish to any shareholder, upon
request and without charge, a full statement of such information.

     Section 2. TRANSFERS. Certificates shall be treated as negotiable, and
                ---------
title thereto and to the shares they represent shall be transferred by delivery
thereof to the same extent as those of a Maryland stock corporation. No
transfers of shares of the Trust shall be made if (i) void ab initio pursuant to
                                                           -- ------
any provision of the Declaration of Trust or (ii) the Board of Trustees,

                                      -14-

<PAGE>
pursuant to any provision of the Declaration of Trust, shall have refused to
permit the transfer of such shares. Permitted transfers of shares of the Trust
shall be made on the share records of the Trust only upon the instruction of the
registered holder thereof, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary or with a transfer agent or
transfer clerk, and upon surrender of the certificate or certificates, if
issued, for such shares properly endorsed or accompanied by a duly executed
share transfer power and the payment of all taxes thereon. Upon surrender to the
Trust or the transfer agent of the Trust of a certificate for shares duly
endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, as to any transfers not prohibited by any provision of
the Declaration of Trust or by action of the Board of Trustees thereunder, it
shall be the duty of the Trust to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

     Section 3. REPLACEMENT CERTIFICATE. Any officer designated by the Trustees
                -----------------------
may direct a new certificate to be issued in place of any certificate previously
issued by the Trust 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,
the officer designated by the Trustees may, in his 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 shall require and/or to give bond, with sufficient surety,
to the Trust 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 Trustees
                --------------------------------------------------
may set, in advance, a record date for the purpose of determining shareholders
entitled to notice of or to vote at any meeting of shareholders or determining
shareholders entitled to receive payment of any dividend or the allotment of any
other rights, or in order to make a determination of shareholders for any other
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 shareholders not less than ten days, before the date on
which the meeting or particular action requiring such determination of
shareholders of record is to be held or taken.

     In lieu of fixing a record date, the Trustees may provide that the share
transfer books shall be closed for a stated period but not longer than 20 days.
If the share transfer books are closed for the purpose of determining
shareholders entitled to notice of or to vote at a meeting of shareholders, such
books shall be closed for at least ten days before the date of such meeting.

     If no record date is fixed and the share transfer books are not closed for
the determination of shareholders, (a) the record date for the determination of
shareholders entitled to notice of or to vote at a meeting of shareholders 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 shareholders entitled to
receive

                                      -15-

<PAGE>
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 Trustees, declaring the
dividend or allotment of rights, is adopted.

     When a determination of shareholders entitled to vote at any meeting of
shareholders 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 Trust 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 shareholder and
the number of shares of each class held by such shareholder.

     Section 6. FRACTIONAL SHARES; ISSUANCE OF UNITS. The Trustees may issue
                ------------------------------------
fractional shares 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 Declaration of Trust or these Bylaws, the Trustees may issue units
consisting of different securities of the Trust. Any security issued in a unit
shall have the same characteristics as any identical securities issued by the
Trust, except that the Trustees may provide that for a specified period
securities of the Trust issued in such unit may be transferred on the books of
the Trust only in such unit.

                                  ARTICLE VIII

                                  DISTRIBUTIONS

     Section 1. AUTHORIZATION. Dividends and other distributions upon the shares
                -------------
of the Trust may be authorized and declared by the Trustees, subject to the
provisions of law and the Declaration of Trust. Dividends may be paid in cash,
property or shares of the Trust, subject to the provisions of law and the
Declaration of Trust.

     Section 2. CONTINGENCIES. Before payment of any dividends, there may be set
                -------------
aside out of any funds of the Trust available for dividends such sum or sums as
the Trustees may from time to time, in their absolute discretion, think proper
as a reserve fund for contingencies, for equalizing dividends, for repairing or
maintaining any property of the Trust or for such other purpose as the Trustees
shall determine to be in the best interest of the Trust, and the Trustees may
modify or abolish any such reserve in the manner in which it was created.

                                      -16-

<PAGE>

                                   ARTICLE IX

                                      SEAL

     Section 1. SEAL. The Trustees may authorize the adoption of a seal by the
                ----
Trust. The seal shall have inscribed thereon the name of the Trust and the year
of its formation. The Trustees may authorize one or more duplicate seals and
provide for the custody thereof.

     Section 2. AFFIXING SEAL. Whenever the Trust is required to place 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
Trust.

                                    ARTICLE X

                    INDEMNIFICATION AND ADVANCES FOR EXPENSES

     To the maximum extent permitted by Maryland law in effect from time to
time, the Trust, without requiring a preliminary determination of the ultimate
entitlement to indemnification, shall indemnify (a) any Trustee, officer or
shareholder or any former Trustee, officer or shareholder (including among the
foregoing, for all purposes of this Article X and without limitation, any
individual who, while a Trustee, officer or shareholder and at the express
request of the Trust, serves or has served another corporation, partnership,
joint venture, trust, employee benefit plan or any other enterprise as a
director, officer, shareholder, partner or trustee of such corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise)
who has been successful, on the merits or otherwise, in the defense of a
proceeding to which he was made a party by reason of service in such capacity,
against reasonable expenses incurred by him in connection with the proceeding,
(b) any Trustee or officer or any former Trustee or officer against any claim or
liability to which he may become subject by reason of such status unless it is
established that (i) his act or omission was material to the matter giving rise
to the proceeding and was committed in bad faith or was the result of active and
deliberate dishonesty, (ii) he actually received an improper personal benefit in
money, property or services or (iii) in the case of a criminal proceeding, he
had reasonable cause to believe that his act or omission was unlawful and (c)
each shareholder or former shareholder against any claim or liability to which
he may become subject by reason of such status. In addition, the Trust shall pay
or reimburse, in advance of final disposition of a proceeding, reasonable
expenses incurred by a Trustee, officer or shareholder or former Trustee,
officer or shareholder made a party to a proceeding by reason such status,
provided that, in the case of a Trustee or officer, the Trust shall have
received (i) a written affirmation by the Trustee or officer of his good faith
belief that he has met the applicable standard of conduct necessary for
indemnification by the Trust as authorized by these Bylaws and (ii) a written
undertaking by or on its behalf to repay the amount paid or reimbursed by the
Trust if it shall ultimately be determined that the applicable standard of
conduct was not met. The Trust may, with the approval of its Trustees, provide
such indemnification or payment

                                      -17-

<PAGE>

or reimbursement of expenses to any Trustee, officer or shareholder or any
former Trustee, officer or shareholder who served a predecessor of the Trust and
to any employee or agent of the Trust or a predecessor of the Trust. Neither the
amendment nor repeal of this Article, nor the adoption or amendment of any other
provision of the Declaration of Trust or these Bylaws inconsistent with this
Article, shall apply to or affect in any respect the applicability of this
Article with respect to any act or failure to act which occurred prior to such
amendment, repeal or adoption.

     Any indemnification or payment or reimbursement of the expenses permitted
by these Bylaws shall be furnished in accordance with the procedures provided
for indemnification or payment or reimbursement of expenses, as the case may be,
under Section 2-418 of the MGCL for directors of Maryland corporations. The
Trust may provide to Trustees, officers and shareholders such other and further
indemnification or payment or reimbursement of expenses, as the case may be, to
the fullest extent permitted by the MGCL, as in effect from time to time, for
directors of Maryland corporations.

                                   ARTICLE XI

                                WAIVER OF NOTICE

     Whenever any notice is required to be given pursuant to the Declaration of
Trust or 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 XII

                               AMENDMENT OF BYLAWS

     The Trustees shall have the exclusive power to adopt, alter or repeal any
provision of these Bylaws and to make new Bylaws, except for Article III,
Section 6(b) hereof, which shall be altered or repealed only upon the vote of
shareholders holding at least two thirds of the shares of the Trust entitled to
vote generally in the election of Trustees.

                                  ARTICLE XIII

                                  MISCELLANEOUS

     All references to the Declaration of Trust shall include any amendments
thereto.

                                      -18-