<PAGE>   1

                                                                    EXHIBIT 3(b)

                               KOGER EQUITY, INC.
                                    BY-LAWS

                                       AS
                              AMENDED AND RESTATED
                                       ON
                                  MAY 20, 1999


                                   ARTICLE I
                                    OFFICES

         SECTION  1.  Registered Office. The registered office of the Company
shall be in the State of Florida and shall be at such place as the Board of
Directors of the Company (the "Board of Directors") may determine.

         SECTION 2.   Principal  Executive  Office.  The  principal executive
office of the  Company  shall be in the City of Jacksonville, State of Florida,
or in such other place as the Board of Directors may from time to
time determine.

         SECTION 3.   Other  Offices.  The Company may also have offices at
such other  places,  both within and outside of the State of Florida as the
Board of Directors may from time to time determine.


                                   ARTICLE II
                                  STOCKHOLDERS

         SECTION 1.   Place of Meetings.  Meetings of the stockholders of the
Company shall be held at such place, either within or outside of the State of
Florida as shall be determined from time to time by the Board of Directors and
stated in a notice of meeting or in a duly executed waiver of notice
thereof.

         SECTION 2.   Annual Meeting. The annual meeting of the stockholders
shall be held on such day in the month of May, or in such other month, as shall
be designated from time to time by the Board of Directors and stated in the
notice of the meeting. Except as the Articles of Incorporation of the Company
(the "Articles of Incorporation") or the Florida Business Corporation


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Act (the "Act") may provide otherwise, any business may be considered at an
annual meeting. Failure to hold an annual meeting does not invalidate the
Company's existence or affect any otherwise valid corporate acts.


         SECTION 3.   Special Meeting. Except as the Articles of Incorporation
or the Act may otherwise provide, Special Meetings of the stockholders, for any
purpose or purposes, may be called by the Chairman of the Board of Directors,
by the Vice Chairman of the Board of Directors, by the President or by a
majority of the Board of Directors or upon the written request of stockholders
holding in the aggregate at least ten percent (10%) in amount of the entire
outstanding capital stock of the Company issued and outstanding and entitled to
vote at such meeting. If a special meeting is called at the written request of
stockholders, such request shall state with specificity the purpose or purposes
of such meeting and the matters proposed to be acted on. Any business of the
Company transacted at any special meeting of stockholders shall be limited to
the purposes stated in the notice thereof.

         SECTION 4.   Notice of Meetings and Waiver of Notice. Not less than
ten (10) days nor more than sixty (60) days before the date of any meeting of
stockholders, written or printed notice of the meeting shall be given to each
stockholder entitled to vote at the meeting and to each other stockholder not
entitled to vote who is entitled by statute to receive notice of the meeting.
The notice shall state the place, date and hour of the meeting and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called. Notice is given to a stockholder when it is personally delivered to the
stockholder, left at the stockholder's residence or usual place of business, or
mailed to the stockholder at the stockholder's address as it appears on the
records of the Company. If such notice is mailed with postage thereon prepaid,
such notice shall be deemed to be given when deposited in the United States
mail addressed to the stockholder at the stockholder's post office address as
it appears on the records of the Company.

         In the case of a special meeting of stockholders convened at the
written request of the stockholders, as provided for in Section 3 of this
Article II, the notice herein provided for shall be given in the manner herein
provided, not less than ten (10) days nor more than sixty (60) days before the
date of the meeting.

         Notwithstanding the foregoing provisions, each person who is entitled
to notice of any meeting of stockholders waives notice if the stockholder
attends such meeting in person or by proxy, or if the stockholder, before or
after the meeting, submits a signed waiver of the notice which is filed with
the records of stockholders' meetings. When a meeting of stockholders is
adjourned to another time and place, unless the Board of Directors after the
adjournment shall fix a new record date for an adjourned meeting, notice of
such adjourned meeting need not be given if the time and place to which the
meeting shall be adjourned were announced at the meeting at which the
adjournment was taken.


         SECTION 5.   Quorum and Voting. The holders of a majority of the stock
issued and outstanding and entitled to vote at the meeting, present in person
or represented by proxy, shall



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constitute a quorum at all meetings of the stockholders for the transaction of
business, except as otherwise provided by the Act or the Articles of
Incorporation. When a quorum is present at any meeting, the vote of the holders
of a majority of the stock having voting power present in person or represented
by proxy shall decide any question, unless such question is one upon which by
express provision of the Act or the Articles of Incorporation, a different vote
is required, in which case such express provision shall govern and control the
decision of such question. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or by proxy, by majority vote and without
notice other than announcement at the meeting, except as required by Section 4
of this Article II, shall have power to adjourn the meeting from time to time
until a quorum shall be present or represented. At such adjourned meeting at
which a quorum shall be present or represented, any business may be transacted
which might have been transacted at the meeting as originally notified. In the
event that at any meeting a quorum exists for the transaction of some business
but does not exist for the transaction of other business, the business as to
which a quorum is present may be transacted by the holders of stock present in
person or by proxy who are entitled to vote thereon.

         SECTION 6. General Right to Vote and Proxies. Each outstanding share
of stock is entitled to one (1) vote on each matter submitted to a vote at a
meeting of stockholders. A stockholder may vote the stock the stockholder owns
as shown on the record of stockholders of the Company as of the record date,
determined pursuant to Section 7 of this Article II, either in person or by
written proxy signed by the stockholder or by the stockholder's duly authorized
attorney-in-fact, but no proxy shall be voted or acted upon after eleven (11)
months from its date, unless the proxy provides for a longer period.

         SECTION 7. Fixing of Record Date and List of Stockholders. In order
that the Company may determine the stockholders (a) entitled to notice of or to
vote at any meeting of stockholders or any adjournment thereof or (b) entitled
to receive payment of any dividend or other distribution or allotment of any
rights, or (c) entitled to exercise any rights with respect to any change,
conversion, or exchange of stock or for the purpose of any other lawful action,
the Board of Directors may fix, in advance, a record date which shall not be
less than ten (10) days nor more than seventy (70) days before the date then
fixed for the holding of any meeting of the stockholders, nor more than seventy
(70) days prior to any other action. A determination of stockholders of record
entitled to notice of or to vote at a meeting of stockholders shall apply to
any adjournment of the meeting; provided, however, that the Board of Directors
may fix a new record date for the adjourned meeting which it must do if the
meeting is adjourned to a date more than one hundred twenty (120) days after
the date fixed for the original meeting. At any meeting of stockholders, a
full, true and complete list of all stockholders entitled to vote at such
meeting, showing the number and class of shares held by each and certified by
the transfer agent for such class or by the Secretary, shall be furnished by
the Secretary.

         SECTION 8.   Organization and Order of Business. At each meeting of
the stockholders, the Chairman of the Board of Directors, or in the Chairman's
absence or inability to act, the Vice Chairman of the Board or in the
Chairman's or Vice Chairman's absence or inability to act, the



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President, or in the absence or inability to act of the Chairman of the Board,
Vice Chairman of the Board or the President, a Vice President designated by the
Board of Directors shall act as Chairman of the meeting. The Secretary, or in
the Secretary's absence or inability to act, any person appointed by the
Chairman of the Board or the presiding Chairman of the meeting, shall act as
Secretary of the meeting and keep the minutes thereof. The order of business of
all meetings of the stockholders shall be determined by the Chairman of the
meeting, who shall have the authority in his discretion to regulate the conduct
of such meeting, including, without limitation, to impose restrictions on the
persons (other than stockholders of the corporation or their duly appointed
proxies) who may attend such meeting, to regulate and restrict the making of
statements or asking of questions at such meeting and to cause the removal from
such meeting of any person who has disrupted or appears likely to disrupt the
proceedings at such meeting. At a meeting of the stockholders, only such
business shall be conducted as shall have been properly brought before the
meeting. To be properly brought before a meeting of stockholders, business must
be (a) specified in the notice of meeting (or any supplement thereto) given as
provided in these by-laws, (b) otherwise properly brought before the meeting by
or at the direction of a majority of the Board of Directors then in office, or
(c) otherwise properly brought before the meeting by a stockholder. For
business to be properly brought before a meeting by a stockholder, the
stockholder must have given timely notice thereof in writing to the secretary
of the corporation and the stockholder must be a stockholder of record at the
time such notice is given. To be timely, a stockholder's notice must be
delivered to or mailed and received at the principal executive offices of the
corporation, not less than seventy (70) days nor more than ninety (90) days
prior to the meeting; provided, however, that in the event that the date of the
meeting is not publicly announced by the Corporation by mail, press release or
otherwise more than seventy (70) days prior to the meeting, notice by the
stockholder to be timely must be delivered to the Secretary of the Corporation
not later than the close of business on the tenth (10th) day following the day
on which such announcement of the date of the meeting was made. A stockholder's
notice to the secretary shall set forth as to each matter the stockholder
proposes to bring before the annual meeting (a) a brief description of the
business desired to be brought before the meeting and the reasons for
conducting such business at the meeting, (b) the name and address, as it
appears on the corporation's books, of the stockholder proposing such business,
(c) the number of shares of the corporation's common stock which are
beneficially owned by the stockholder, and (d) any material financial interest
of the stockholder in such business. Notwithstanding anything in these by-laws
to the contrary, no business shall be conducted at any meeting except in
accordance with the procedures set forth in this Section 8, and if the Chairman
of the meeting should so determine, he shall so declare to the meeting any such
business not properly brought before the meeting shall not be transacted
Notwithstanding the foregoing provisions of this Section 8, a stockholder shall
also comply with all applicable requirements of the Securities Exchange Act of
1934, as amended, and the rules and regulations thereunder with respect to the
matters set forth in this Section.

         SECTION 9.   Conduct of Voting. At all meetings of stockholders, the
proxies and ballots shall be received, and all questions concerning the
qualifications of voters and the validity of proxies and the acceptance or
rejection of votes shall be decided by the Chairman of the meeting.



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                                  ARTICLE III
                               BOARD OF DIRECTORS

         SECTION 1.   General Powers. The business and affairs of the Company
shall be managed under the direction of its Board of Directors. All powers of
the Company may be exercised by or under authority of the Board of Directors,
except as conferred on or reserved to the stockholders by the Act, the Articles
of Incorporation or these By-Laws.

         SECTION 2.   Number of Directors. The number of Directors which shall
constitute the whole Board of Directors shall not be less than one (1), with
the exact number of Directors as may be fixed from time to time by resolution
of the Board of Directors. The initial Board of Directors shall consist of
three (3) Directors until changed as herein provided, a majority of which
Directors shall be persons who are not Affiliates (as defined in Section 4 of
Article IX of these By-Laws) or employees of any independent contractor of the
Company or an Affiliate (as defined in Section 4 of Article IX of these
By-Laws) of such independent contractor. Directors need not be stockholders of
the Company.

         SECTION 3.   Nomination, Election and Tenure of Directors. Nominations
for the election of Directors may be made by the Board of Directors or by any
stockholder entitled to vote for the election of Directors. Any stockholder
entitled to vote for the election of Directors at a meeting may nominate
persons for election as Directors by giving timely notice thereof in proper
written form to the secretary accompanied by a petition signed by at least one
hundred (100) record holders of the common stock of the corporation which shows
the number of shares held by each person and which represent in the aggregate
one percent (1%) of the outstanding shares entitled to vote in the election of
Directors. To be timely, notice shall be delivered to or mailed and received at
the principal executive offices not less than seventy (70) days nor more than
ninety (90) days prior to the meeting; provided, however, that in the event
that less than seventy (70) days' notice or prior public disclosure of the date
of the meeting is given or made to the stockholders, to be timely, notice by
the stockholder must be received at the principal executive offices not later
than the close of business on the tenth day following the day on which such
notice of the date of the meeting was mailed or such public disclosure was
made. To be in proper written form, a stockholder's notice shall set forth in
writing (i) as to each person whom the stockholder proposes to nominate for
election or re-election as a Director, all information relating to such person
that is required to be disclosed in solicitations of proxies for election of
Directors, or is otherwise required, in each case pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended, including, without
limitation, such person's written consent to being named in the proxy statement
as a nominee and to serving as a Director if elected and (ii) as to the
stockholder giving the notice (x) the name and address, as they appear on the
corporation's books, of such stockholder and (y) the number of shares of the
corporation which are beneficially owned by such stockholder. At the request of
the Board of Directors, any person nominated by the Board of Directors for
election as a Director shall furnish to the secretary the information required
to be set forth in a stockholder's notice of nomination which pertains to the
nominee. In the event that a stockholder seeks to nominate one or more



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Directors, the secretary shall appoint one or more inspectors to determine
whether a stockholder has complied with this Section 3. If the inspectors shall
determine that a stockholder has not complied with this Section 3, the
inspectors shall direct the Chairman of the meeting to declare to the meeting
that a nomination was not made in accordance with the procedures prescribed by
the by-laws, and the Chairman shall so declare to the meeting and the defective
nomination shall be disregarded. Except as provided in Section 5 of this
Article III, the Directors shall be elected at the annual meeting of
stockholders and shall hold office until the next annual meeting and until
their successors are elected and qualified, unless sooner displaced. Directors
are eligible for re-election, and a Director may resign at any time by giving
written notice to the Company.

         SECTION 4.   Removal of Director. The stockholders may remove any
Director or Directors at any time, with or without cause, by the affirmative
vote of a majority of all the votes entitled to be cast for the election of
Directors and may elect a successor or successors to fill any resulting
vacancies for the unexpired terms of the removed Directors. A majority of the
Directors may remove a Director for cause.

         SECTION 5.   Vacancies on the Board of Directors. A majority of the
remaining Directors, whether or not sufficient to constitute a quorum, or a
sole remaining Director, may fill a vacancy on the Board of Directors which
results from any cause except an increase in the number of Directors, and a
majority of the entire Board of Directors may fill a vacancy which results from
an increase in the number of Directors. A Director elected by the Board of
Directors to fill a vacancy serves for the balance of the term of the replaced
Director, unless sooner displaced.

         SECTION 6.   Regular Meetings. After each meeting of stockholders at
which a Board of Directors shall have been elected, the Board of Directors so
elected shall meet as soon as practicable for the purpose of organization and
the transaction of other business. No notice of such meeting shall be necessary
to the newly elected Directors in order legally to constitute the meeting,
provided a quorum shall be present. Any other regular meeting of the Board of
Directors shall be held at such time and at any place within or outside of the
State of Florida as may be determined by the Board of Directors, the Chairman
of the Board, Vice Chairman of the Board or the President of the Company.

         SECTION 7.   Special Meetings. Special meetings of the Board of
Directors may be called at any time by the Chairman of the Board of Directors,
the Vice Chairman of the Board of Directors, the President of the Company, or
by a majority of the Board of Directors by vote at a meeting, or by a majority
of the Board of Directors in writing without a meeting. A special meeting of
the Board of Directors shall be held on such date and at any place within or
outside of the State of Florida as may be designated from time to time by the
Chairman of the Board, the Vice Chairman of the Board of Directors, the
President of the Company or the Board of Directors.

         SECTION 8.   Notice of Meeting. Except for regular meetings held after
a meeting of the stockholders as provided in Section 6 of this Article III, the
Secretary of the Company, or in the



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Secretary's absence or inability to act, any officer of the Company appointed
by the Chairman of the Board, the Vice Chairman of the Board of Directors or
the President of the Company, shall give notice to each Director of each
regular and special meeting of the Board of Directors. The notice shall state
the date and place of the meeting. Notice is given to a Director when it is
delivered personally to him, left at his residence or usual place of business,
or sent by telegraph, cablegram, or telephonic communication, at least
twenty-four (24) hours prior to the time of the meeting or, in the alternative,
by first-class mail, postage prepaid, addressed to the Director at his post
office or his address as it appears on the records of the Company, at least
four (4) days before the day on which such meeting is to be held. If mailed
with postage prepaid, such notice shall be deemed to be given when deposited in
the United States mail addressed to the Director at his address as it appears
in the records of the Secretary. The notice need not state the business to be
transacted at or the purpose of the meeting. No notice of any meeting of the
Board of Directors need be given to any Director who attends, or to any
Director who, in writing executed and filed with the records of the meeting
either before or after the holding thereof, waives such notice. Any meeting of
the Board of Directors may adjourn from time to time to reconvene at the same
or some other place, and no notice need be given of any such adjourned meeting
other than by announcement.

         SECTION 9.   Action by Directors. The action of a majority of the
Directors present at a meeting at which a quorum of the Board of Directors is
present constitutes action of the Board of Directors, except as otherwise
provided in the Act, the Articles of Incorporation, or these By-Laws in respect
of any investment or action by the Company which involves a potential conflict
of interest between the Company and any independent contractor retained by the
Company or any Affiliate (as defined in Section 4 of Article IX of these
By-Laws) of any such independent contractor. A majority of the entire Board of
Directors shall constitute a quorum for the transaction of business. In the
absence of a quorum, the Directors present, by majority vote and without notice
other than by announcement, may adjourn the meeting from time to time until a
quorum shall attend. At any 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 noticed.

         SECTION 10.  Organization. The Chairman of the Board of Directors of
the Company shall preside at each meeting of the Board of Directors. In the
absence or inability of the Chairman of the Board to preside at a meeting, the
Vice Chairman of the Board of Directors of the Company shall preside at a
meeting. In the absence or inability of either of the Chairman or Vice Chairman
of the Board to preside at a meeting, the President of the Company shall
preside at a meeting. In the absence or inability of the Chairman of the Board,
Vice Chairman of the Board or the President to preside at a meeting, another
Director chosen by a majority of the Directors present, shall act as Chairman
of the meeting and preside thereat. The Secretary of the Company or, in the
Secretary's absence or inability to act, any person appointed by the Chairman
of the Board or the presiding Chairman shall act as Secretary of the meeting
and keep the minutes thereof.

         SECTION 11.  Meeting by a Conference Telephone. Members of the Board
of Directors or of any committee thereof may participate in a meeting by means
of a conference telephone or similar communications equipment, by means of
which all persons participating in the meeting can hear



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each other at the same time. Participation in a meeting by these means shall
constitute presence in person at a meeting.

         SECTION 12.  Consent in Lieu of Meeting. Any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting, if a written consent to such
action is signed by all members of the Board of Directors or of such committee,
as the case may be, and such written consent or consents are filed with the
minutes of proceedings of the Board of Directors or committee.

         SECTION 13.  Compensation. Directors may receive compensation for
services to the Company in their capacities as Directors in such manner and in
such amounts as may be fixed from time to time by the Board of Directors, and
expenses, if any, of attendance at each regular or special meeting of the Board
of Directors, or any committee of the Board of Directors, or any meeting of
stockholders. No such payment shall preclude any Director from serving the
Company in any other capacity and receiving compensation therefor.


                                   ARTICLE IV
                            COMMITTEES OF DIRECTORS

         SECTION 1.   Committees. The Board of Directors may, by resolution
adopted by a majority of the full Board of Directors, appoint or designate one
or more committees, each committee of the Board of Directors to consist of two
(2) or more Directors, and may delegate to such committees any of the powers of
the Board of Directors except such powers as are required to be performed by
the Board of Directors under the Act, the Articles of Incorporation, or these
By-Laws.

         SECTION 2.   Minutes and Reports. Each committee of the Board of
Directors shall keep minutes of its proceedings and shall report the same to
the Board of Directors, and any action taken by the committees shall be subject
to revision and alteration by the Board of Directors, provided that no rights
of third persons shall be affected by any such revision or alteration.

         SECTION 3.   Notice. Notice of committee meetings shall be given in
the same manner as notice for special meetings of the Board of Directors, and a
waiver thereof in writing, signed by the Director entitled to such notice and
filed with the records of the meeting, whether before or after the holding
thereof, or actual attendance at the committee meeting in person shall be
deemed equivalent to the giving of such notice to such Director.

         SECTION 4.   Quorum, Voting and General. One-third (1/3), but not less
than two (2), 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 the majority present shall be the
act of such committee. The Board of Directors or the Chairman of the Board of
Directors may designate a chairman of any committee and such chairman or any
two members of



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any committee may fix the time and place of its meetings unless the Board of
Directors shall otherwise provide. The Board of Directors shall have the power
at any time to change the membership of any committee, to fill all vacancies,
to designate alternate members to replace any absent or disqualified member, or
to dissolve any such committee.


                                   ARTICLE V
                                    OFFICERS

         SECTION 1.   The officers of the Company shall consist of a Chairman
of the Board of Directors, a Vice Chairman of the Board of Directors, a
President, a Secretary and a Treasurer, each of whom shall be elected by the
Board of Directors at the first meeting of directors immediately following the
annual meeting of shareholders of the Company, and shall serve until their
successors are chosen and qualified. Such other officers and assistant officers
and agents, as may be deemed necessary, may be elected or appointed by the
Board of Directors, the Chairman of the Board of Directors, the Vice Chairman
of the Board of Directors or the President from time to time. Any two (2) or
more offices may be held by the same person. The failure to elect a Chairman of
the Board of Directors, Vice Chairman of the Board of Directors, President,
Secretary or Treasurer shall not affect the existence of the Company.

         SECTION 2.   Duties.  The officers of the Company shall have the
following duties:

         The CHAIRMAN OF THE BOARD OF DIRECTORS shall have general supervisory
authority over the management of the business and affairs of this corporation
subject to the direction of the Board of Directors and shall preside at all
meetings of Shareholders and the Board of Directors of this corporation.

         The VICE CHAIRMAN OF THE BOARD OF DIRECTORS shall have general
supervisory authority over the management of the business and affairs of this
corporation subject to the direction of the Chairman of the Board of Directors
and the Board of Directors and in the absence of the Chairman of the Board of
Directors shall preside at all meetings of the Shareholders and the Board of
Directors.

         The PRESIDENT shall have general and active management of the business
and affairs of the corporation subject to the directions of the Chairman of the
Board of Directors, the Vice Chairman of the Board of Directors and the Board
of Directors, and in the absence of the Chairman of the Board of Directors and
the Vice Chairman of the Board of Directors, shall preside at all meetings of
the shareholders and the Board of Directors.

         The SECRETARY shall have custody of, and maintain, all of the
corporate records except the financial records; shall record the minutes of all
meetings of the shareholders and Board of Directors, send all notices of
meetings out, and perform such other duties as may be prescribed by the Board
of Directors, Chairman of the Board of Directors, Vice Chairman of the Board of
Directors or the President.



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         The TREASURER shall have custody of all corporate funds and financial
records, shall keep full and accurate accounts of receipts and disbursements
and render accounts thereof at the annual meetings of shareholders and whenever
else required by the Board of Directors or the President, and shall perform
such other duties as may be prescribed by the Board of Directors, Chairman of
the Board of Directors, Vice Chairman of the Board of Directors or the
President.

         The functions of the CHIEF EXECUTIVE OFFICER, CHIEF FINANCIAL OFFICER,
and CHIEF ACCOUNTING OFFICER of the Company shall be performed by those
officers designated as such by the Board of Directors of the Company.


         SECTION 3.   Removal of Officers.  Any officer or agent  elected or
appointed by the Board of Directors may be removed by the Board whenever in its
judgment the best interests of the Company will be served thereby.

         Any officer or agent elected by the shareholders may be removed only
by vote of the shareholders, unless the shareholders shall have authorized the
Directors to remove such officer or agent.

         Any officer or agent elected or appointed by any of the Chairman of
the Board of Directors, the Vice Chairman of the Board of Directors or the
President may be removed by the officer who appointed such officer or by the
Board of Directors.

         Any vacancy, however occurring, in any office may be filled by the
Board of Directors.

         Removal of any officer shall be without prejudice to the contract
rights, if any, of the person so removed; however, election or appointment of
an officer or agent shall not of itself create contractual rights.

                                   ARTICLE VI
                              INVESTMENT POLICIES

         SECTION 1. General. The Board of Directors shall determine the
Company's investment policies and shall review those policies at least annually
to determine that the policies are being followed by the Company and are in the
best interests of its stockholders.

         It shall be the duty of the Board of Directors to insure that the
purchase, sale, retention and disposal of Company assets, and the investment
policies of the Company and the limitations thereon or amendment thereof are at
all times in compliance with the restrictions applicable to real estate
investment trusts pursuant to the Internal Revenue Code of 1986, as it may be
amended from time to time (the "Internal Revenue Code").



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         The Company will not, without the approval of a majority of the Board
of Directors, acquire from or sell to a Director, an officer or employee of the
Company, any person in which a Director owns more than a one percent (1%)
interest, or any Affiliate (as defined in Section 4 of Article IX of these
By-Laws) of any of the foregoing, any of the assets or other property of the
Company, or make loans to any of the foregoing.

         SECTION 2.   Limitations. Each of the following limitations shall
apply only to the extent that each limitation must be satisfied in order for
the Company to qualify as a real estate investment trust under the Internal
Revenue Code, and to the extent that each limitation is required for such
qualification, each limitation may not be changed without the approval of the
holders of a majority of the outstanding shares: (1) the Company may not hold
property primarily for sale to customers in the ordinary course of business;
(2) the Company may not issue "redeemable securities" as defined in the
Investment Company Act of 1940; (3) the Company may not invest in any real
estate investment trust which holds investments or engages in activities which
the Company would be prohibited from engaging in by these By-Laws; (4) the
Company may not invest in commodities or commodity future contracts other than
"financial futures" contracts intended to hedge the Company against losses from
its temporary investments; (5) the Company may not invest more than one percent
(1%) of its assets in real estate contracts of sale, unless such contracts are
recordable in the chain of title; and (6) the Company may not engage in trading
(as compared with investment activities) or engage in the underwriting or the
agency distribution of securities issued by others.


                                  ARTICLE VII
                                     STOCK

         SECTION 1.   Certificate for Stock. Every holder of stock in the
Company shall be entitled to have a certificate or certificates which
represents and certifies the number and kind and class of shares of stock owned
by each such stockholder in the Company. Certificates for fractional shares
shall not be issued. Each stock certificate shall include on its face the name
of the Company, the name of the stockholder or other person to whom it is
issued, the class of stock and the number of shares represented by the
certificate. It shall be in such form, not inconsistent with the Act or with
the Articles of Incorporation, as shall be approved by the Board of Directors
or any officer or officers designated for such purpose by resolution of the
Board of Directors. Each stock certificate shall be signed by the Chairman of
the Board of Directors, the Vice Chairman of the Board of Directors, the
President, or a Vice President, and countersigned by the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer. Each
certificate may be sealed with the actual corporate seal or a facsimile of it
or in any other form and the signatures may be either manual or facsimile
signatures. Where a certificate is countersigned: (i) by a transfer agent other
than the Company or its employee; or (ii) by a registrar other than the Company
or its employee, any other signature on the certificate may be facsimile. In
case any officer, transfer agent or registrar, who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to be
such officer, transfer agent or registrar before such certificate is issued,
the certificate may nevertheless be issued



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by the Company with the same effect as if such officer, transfer agent or
registrar had not ceased to be such as of the date of its issue.

         SECTION 2.   Transfers. The Board of Directors shall have power and
authority to make such rules and regulations as it may deem expedient
concerning the issue, transfer and registration of certificates of stock and
may appoint transfer agents and registrars thereof. The duties of transfer
agent and registrar may be combined.

         SECTION 3.   Stock Ledger. The Company shall maintain a stock ledger
which contains the name and address of each stockholder of the Company and the
number of shares of stock of each class which the stockholder holds. The stock
ledger may be in written form or in any other form capable of producing copies
for visual inspection. The original or a duplicate of the stock ledger shall be
kept at the offices of the transfer agent, within or outside the State of
Florida, or, if none, at the principal executive office of the Company.

         SECTION 4.   Lost, Destroyed or Mutilated Certificates. Subject to
such rules, regulations and procedures as may be determined or set by the Board
of Directors, the holder of any certificates representing shares of stock in
the Company shall immediately notify the Company of any loss, destruction or
mutilation of such certificate, and the Company may issue a new certificate of
stock in the place of any certificate theretofore issued by the Company upon
the making of an affidavit of that fact by the person claiming the certificate
of stock to be stolen, lost or destroyed. When authorizing such issue of a new
certificate or certificates, the Board of Directors may, in its discretion and
as a condition precedent to the issuance thereof, require the owner of such
stolen, lost or destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as it shall require and to
give the Company a bond, with sufficient surety, to indemnify it against any
loss or claim which may arise by reason of the issuance of a new certificate.

         SECTION 5.   Payment of Redeemed Shares. Any shares of stock in the
Company, redeemed by the Company as Excess Shares pursuant to the provisions of
Paragraph (d) of Article V - CAPITAL STOCK of the Articles of Incorporation,
shall be paid for by the Company at the redemption price, as provided in
Article V of the Articles of Incorporation, as soon as reasonably practicable
after the receipt by the stockholder of the notice calling the Excess Shares
for redemption by the Company.


                                  ARTICLE VIII
                                    FINANCE

         SECTION 1.   Checks, Drafts, Etc. All checks, drafts and orders for
the payment of money, notes and other evidences of indebtedness issued in the
name of the Company shall be signed by such officer or officers or such other
person or persons as the Board of Directors may from time to time designate.



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<PAGE>   13

         SECTION 2.   Fiscal Year.  The fiscal year of the Company shall be the
calendar year.


                                   ARTICLE IX
                               SUNDRY PROVISIONS

         SECTION 1.   Books and Records. The Company shall keep correct and
complete books and records of its accounts and transactions and minutes of the
proceedings of its stockholders and Board of Directors and of any committee
when exercising any of the powers of the Board of Directors.

         SECTION 2.   Distributions to Stockholders. Each distribution to
stockholders of income or capital assets shall be accompanied by a written
statement disclosing the source of the funds distributed. The amount and date
of distributions to stockholders shall be determined in the sole discretion of
the Board of Directors of the Company.

         SECTION 3.   Transactions With Affiliates. Except as otherwise
provided in the Articles of Incorporation or these By-Laws, the Company shall
not enter into any transaction with any independent contractor retained by the
Company or any Affiliate (as defined in Section 4 below) of such independent
contractor, or with any officer or Director, or any Affiliate of any officer of
Director unless: (i) such transaction is approved by a majority of the
Directors, who are not Affiliates (as defined in Section 4 below) of such
independent contractor or a party to the transaction or (ii) such transaction
is approved by the stockholders of the Company; or (iii) such transaction is
fair and reasonable to the Company and its stockholders; or (iv) the terms of
such transaction are at least as favorable as the terms of any comparable
transaction made on an arm's length basis and known to the Board of Directors;
or (v) the appraised value of any property being acquired in such transaction
is not less than the total consideration paid by the Company in such
transaction.

         SECTION 4.   Affiliates Defined. As used in these By-Laws, the term
"Affiliate" of another person shall mean any person directly or indirectly
owning, controlling, or holding with power to vote, five percent (5%) or more
of the outstanding voting securities of such other person; any person, five
percent (5%) or more of whose outstanding voting securities are directly or
indirectly owned, controlled, or held with power to vote, by such person; any
person directly or indirectly controlling, controlled by, or under common
control with, such other person; and any officer, Director, or employee of such
person. The term "person" includes a natural person, company, corporation,
trust, partnership (limited or general) or any other organization.

         SECTION 5.   Company Seal. There shall be a suitable seal, bearing the
name of the Company, which shall be in the charge of the Secretary. It shall be
in such form, not inconsistent with the Act or with the Articles of
Incorporation, as shall be approved by the Board of Directors or any officer or
officers designated for such purpose by resolution of the Board of Directors.
The Board of Directors may authorize one or more duplicate seals and provide
for the custody thereof. The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.



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<PAGE>   14

         SECTION 6.   Amendments. Any and all provisions of these By-Laws may
be altered or repealed and new By-Laws may be adopted by the stockholders of
the Company at any regular or special meeting in accordance with Section 5 of
Article II of these By-Laws, or by the Board of Directors.



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