<PAGE>   1
                                                                     EXHIBIT 3.2




                              AMENDED AND RESTATED



                                     BYLAWS



                                       OF



                       AUTOMOTIVE REALTY TRUST OF AMERICA
<PAGE>   2
                                     INDEX


<TABLE>
<S>                                                                                                                    <C>
ARTICLE I  Offices  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

         Section 1.1      Principal Office.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
         Section 1.2      Other Offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

ARTICLE II  Meetings of Shareholders  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

         Section 2.1      Place of Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
         Section 2.2      Annual Meeting  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
         Section 2.3      Special Meetings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
         Section 2.4      Notice of Meetings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
         Section 2.5      Business at Annual Meeting  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
         Section 2.6      Voting Lists  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
         Section 2.7      Quorum  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
         Section 2.8      Organization  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
         Section 2.9      Proxies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
         Section 2.10     Voting of Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
         Section 2.11     Voting of Shares by Certain Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
         Section 2.12     Election of Trust Managers  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
         Section 2.13     Telephone Meetings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
         Section 2.14     Action Without Meeting  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
         Section 2.15     Inspectors and Voting Procedures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

ARTICLE III   Trust Managers  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

         Section 3.1      Powers and Responsibilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
         Section 3.2      Number and Qualification  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
         Section 3.3      Election and Term of Office . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
         Section 3.4      Nomination of Trust Managers  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
         Section 3.5      Resignation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         Section 3.6      Removal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         Section 3.7      Vacancies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
         Section 3.8      Bond Not Required; Time Commitment  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
         Section 3.9      Compensation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
         Section 3.10     Execution of Documents  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11

ARTICLE IV   Meetings of the Trust Managers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11

         Section 4.1      Place of Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
         Section 4.2      Annual Meeting  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
         Section 4.3      Regular Meetings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
         Section 4.4      Special Meetings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
</TABLE>
<PAGE>   3
<TABLE>
<S>                                                                                                                    <C>
         Section 4.5      Quorum and Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
         Section 4.6      Presumption of Assent to Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
         Section 4.7      Telephone Meetings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
         Section 4.8      Action Without Meeting  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
         Section 4.9      Minutes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
         Section 4.10     Interest of Trust Managers  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
         Section 4.11     Right of Trust Managers and Officers to Own Shares
                                  or Other Property and to Engage in Other Business . . . . . . . . . . . . . . . . .  12
         Section 4.12     Transactions Between Trust Managers and the Trust . . . . . . . . . . . . . . . . . . . . .  13
         Section 4.13     Persons Dealing with Trust Managers or Officers . . . . . . . . . . . . . . . . . . . . . .  13
         Section 4.14     Reliance  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
         Section 4.15     Liability of Trust Managers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13

ARTICLE V   Committees of the Trust Managers  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14

         Section 5.1      Membership and Authorities  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
         Section 5.2      Minutes and Rules of Procedure  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
         Section 5.3      Vacancies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
         Section 5.4      Telephone Meetings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
         Section 5.5      Action Without Meeting  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14

ARTICLE VI  Officers  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14

         Section 6.1      Number  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
         Section 6.2      Election, Term of Office and Qualification  . . . . . . . . . . . . . . . . . . . . . . . .  15
         Section 6.3      Subordinate Officers  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
         Section 6.4      Resignation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
         Section 6.5      Removal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
         Section 6.6      Vacancies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
         Section 6.7      The Chairman of the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
         Section 6.8      The President . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
         Section 6.9      The Vice Presidents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
         Section 6.10     The Secretary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
         Section 6.11     Assistant Secretaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
         Section 6.12     The Treasurer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
         Section 6.13     Assistant Treasurers  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
         Section 6.14     Treasurer's Bond  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
         Section 6.15     Salaries  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
         Section 6.16     Execution of Documents  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17

ARTICLE VII   Trust Shares  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17

         Section 7.1      Share Certificates  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
         Section 7.2      Lost Certificates, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
         Section 7.3      Transfer of Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
</TABLE>
<PAGE>   4
<TABLE>
<S>                                                                                                                    <C>
         Section 7.4      Ownership of Shares.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
         Section 7.5      Closing of Transfer Books . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
         Section 7.6      Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
         Section 7.7      Reserves  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18

ARTICLE VIII   General Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19

         Section 8.1      General Policies  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
         Section 8.2      Limited Liability of Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
         Section 8.3      Waiver of Notice  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
         Section 8.4      Seal  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
         Section 8.5      Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
         Section 8.6      Checks, Notes, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
         Section 8.7      Examination of Books and Records  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
         Section 8.8      Voting of Voting Securities Held by the Trust . . . . . . . . . . . . . . . . . . . . . . .  19
         Section 8.9      Number, Gender, Etc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20

ARTICLE IX   Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20

         Section 9.1      Amendment of Bylaws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20

ARTICLE X    Subject to All Laws  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20

         Section 10.1     Subject to All Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
</TABLE>
<PAGE>   5
                       AUTOMOTIVE REALTY TRUST OF AMERICA

                              AMENDED AND RESTATED

                                     BYLAWS


                                   ARTICLE I

                                    OFFICES

         SECTION 1.1      PRINCIPAL OFFICE. The principal office of the Trust
shall be in the City of Dallas, Dallas County, Texas, or at such other location
as the Trust Managers may from time to time determine.

         SECTION 1.2      OTHER OFFICES.  The Trust may also have offices at
such other places, both within and without the State of Texas, as the Trust
Managers may from time to time determine or the business of the Trust may
require.

                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

         SECTION 2.1      PLACE OF MEETINGS.  The Trust Managers may designate
any place, either within or without the State of Texas, as the place of meeting
for any annual meeting or for any special meeting called by the Trust Managers.
A waiver of notice signed by all shareholders entitled to vote at a meeting may
designate any place, either within or without the State of Texas, as the place
for the holding of such meeting.  If no designation is made, or if a special
meeting be otherwise called, the place of meeting shall be the principal office
of the Trust.

         SECTION 2.2      ANNUAL MEETING.  The annual meeting of shareholders
shall be held at such time, on such day and at such place as may be designated
by the Trust Managers.  At the annual meeting, the Shareholders shall, subject
to Section 2.5 and Section 3.3 of these Bylaws, elect Trust Managers and
transact such other business as may properly be brought before the meeting.
Failure to hold the annual meeting at the designated time shall not cause the
dissolution of the Trust.

         SECTION 2.3      SPECIAL MEETINGS.   Special meetings of the
shareholders for any purpose or purposes, unless otherwise prescribed by law or
by the Declaration of Trust, may be called by the Trust Managers, any officer
of the Trust or the holders of at least ten percent (10%) of all of the shares
entitled to vote at the meetings.  Business transacted at all special meetings
shall be confined to the purpose or purposes stated in the notice of special
meeting.

         SECTION 2.4      NOTICE OF MEETINGS.  Written or printed notice of all
meetings of shareholders stating the place, day and hour thereof, and in the
case of a special meeting the purpose or purposes for which the meeting is
called, shall be personally delivered or mailed, not less than ten (10) days
nor more than fifty (50) days prior to the date of the meeting, to the
shareholders of record entitled to vote at such meeting.  If mailed, such
notice shall be deemed to be delivered when deposited in the United States Mail
addressed to the shareholder at his address as it appears on the share transfer
books of the Trust and the postage shall be
<PAGE>   6
prepaid.  Personal delivery of any such notice to any officer of a corporation
or association, or to any member of a partnership, shall constitute delivery of
such notice to such corporation, association or partnership.

         SECTION 2.5      BUSINESS AT ANNUAL MEETING.  No business may be
transacted at an annual meeting of shareholders, other than business that is
either (a) specified in the notice of meeting (or any supplement thereto) given
by or at the direction of the Trust Managers (or any duly authorized committee
thereof), (b) otherwise properly brought before the annual meeting by or at the
direction of the Trust Managers (or any duly authorized committee thereof) or
(c) otherwise properly brought before the annual meeting by any shareholder of
the Trust (i)  who is a shareholder of record on the date of the giving of the
notice provided for in this Section 2.5 and on the record date for the
determination of shareholders entitled to vote at such annual meeting, and (ii)
who complies with the notice procedures set forth in this Section 2.5.

         In addition to any other applicable requirements, for business to be
properly brought before an annual meeting by a shareholder, such shareholder
must have given timely notice thereof in proper written form to the Secretary
of the Trust.  To be timely, a shareholder's notice to the Secretary must be
delivered to or mailed and received at the principal office of the Trust not
less than sixty (60) days nor more than ninety (90) days prior to the date of
the applicable annual meeting of shareholders; provided, however, that in the
event that less than seventy (70) days' notice or prior public disclosure of
the date of the meeting be given or made, notice by the shareholder to be
timely must be so received not later than the close of business on the tenth
(10th) day following the day on which such notice of the date of the applicable
annual meeting was mailed or such public disclosure of the date of such annual
meeting was made, whichever first occurs.  For purposes of this Section 2.5,
the date of a public disclosure shall include, but not be limited to, the date
on which such disclosure is made in a press release reported by the Dow Jones
News Services, the Associated Press or any 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) (or the rules and regulations
promulgated thereunder) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act").

         To be in proper written form, a shareholder's notice to the Secretary
must set forth as to each matter such shareholder proposes to bring before the
annual meeting (i) a brief description of the business desired to be brought
before the annual meeting and the reasons for conducting such business at the
annual meeting, (ii) the name and record address of such shareholder, (iii) the
number of shares of the Trust that are owned beneficially or of record by such
shareholder, (iv) a description of all arrangements or understandings between
such shareholder and any other person or persons (including their names) in
connection with the proposal of such business by such shareholder and any
material interest of such shareholder in such business, and (v) a
representation that such shareholder intends to appear in person or by proxy at
the annual meeting to bring such business before the meeting.

         No business shall be conducted at the annual meeting of shareholders
except business brought before the annual meeting in accordance with the
procedures set forth in this Section 2.5; provided, however, that, once
business has been properly brought before the annual meeting in accordance with
such procedures, nothing in this Section 2.5 shall be deemed to preclude
discussion by any shareholder of any such business.  If the presiding officer
of an annual meeting determines that business was not properly brought before
the annual meeting in accordance with the foregoing procedures, the presiding
officer shall declare to the meeting that the business was not properly brought
before the meeting and such business shall not be transacted at such meeting.

         SECTION 2.6      VOTING LISTS.  The officer or agent having charge of
the share transfer books for shares of the Trust shall make available for
inspection by shareholders, at least ten (10) days before each





                                       5
<PAGE>   7
meeting of the shareholders, a complete list of shareholders entitled to vote
at such meeting or any adjournment thereof, arranged in alphabetical order,
with the address of each and the number of shares held by each.  The list shall
be kept on file at the registered office of the Trust and shall be subject to
inspection by any shareholder at any time during usual business hours.  Such
list shall also be produced and kept open at the time and place of the meeting
and shall be subject to the inspection of any shareholder for the duration of
the meeting.  The original share transfer books shall be prima facie evidence
as to who are the shareholders entitled to examine such list or transfer books
or to vote at any meeting of shareholders.  Failure to comply with this Section
2.6 with respect to any meeting of shareholders shall not affect the validity
of any action taken at such meeting.

         SECTION 2.7      QUORUM.  The holders of a majority of the shares
entitled to vote, present in person or represented by proxy, shall constitute a
quorum at all meetings of the shareholders for the transaction of business,
except as otherwise provided by law or by the Declaration of Trust.  If,
however, such quorum shall not be present or represented at any meeting of the
shareholders, the shareholders entitled to vote at such meeting, present in
person or represented by proxy, shall have the power to adjourn the meeting
from time to time without notice other than announcement at the meeting 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 convened.  The
shareholders present at a duly organized meeting at which a quorum was present
may continue to transact business until adjournment notwithstanding the
withdrawal of enough shareholders to leave less than a quorum present, provided
that there remain at such meeting the holder or holders of at least one-third
(1/3) of the shares issued and outstanding and entitled to vote thereat,
present in person or represented in the manner specified above.  A holder of a
share shall be treated as being present at a meeting if the holder of such
share is (i) present in person at the meeting, or (ii) represented at the
meeting by a valid proxy, whether the instrument granting such proxy is marked
as casting a vote or abstaining, is left blank or does not empower such proxy
to vote with respect to some or all matters to be voted upon at the meeting.

         SECTION 2.8      ORGANIZATION.  (a)  The Chairman of the Board, if one
shall be elected, shall preside at all meetings of the shareholders.  In the
absence of the Chairman of the Board or should one not be elected, the
following officers shall preside in order of priority:  President, Chief
Executive Officer, Chief Operating Officer, Chief Financial Officer, Vice
President-Legal, or Secretary.  If no such officer is available, the meeting
shall be adjourned until such an officer is available to preside over the
meeting.  The presiding officer shall set the agenda for the meeting, shall
conduct all aspects of the meeting and shall establish and interpret the rules
of order for the conduct of the meeting.

         (b)     The Secretary of the Trust shall act as secretary at all
meetings of the shareholders.  In his absence, an Assistant Secretary shall so
act and in the absence of all of these officers, the presiding officer may
appoint any person to act as secretary of the meeting.

         SECTION 2.9      PROXIES.  (a) At any meeting of the shareholders,
every shareholder entitled to vote at such meeting shall be entitled to vote in
person or by proxy executed in writing by such shareholder or by his duly
authorized attorney-in-fact.  Proxies shall be filed with the Secretary or
Trust Managers immediately after the meeting has been called to order.

         (b)     No proxy shall be valid after eleven (11) months from the date
of its execution unless such proxy otherwise provides.





                                       6
<PAGE>   8
         (c)     A proxy shall be revocable unless the proxy form conspicuously
states that the proxy is irrevocable and the proxy is coupled with an interest,
but in no event shall it remain irrevocable for a period of more than eleven
(11) months.  A proxy which is revocable as aforesaid may be revoked at any
time by filing with the Secretary an instrument revoking it or a duly executed
proxy bearing a later date.  Any revocable proxy which is not so revoked shall,
subject to paragraph (b) above, continue in full force and effect.

         (d)     In the event that any instrument in writing shall designate
two (2) or more persons to act as proxies, a majority of such persons present
at the meeting or, if only one shall be present, then that one, shall have and
may exercise all of the powers conferred by such written instrument upon all
the persons so designated unless the instrument shall otherwise provide.

         SECTION 2.10     VOTING OF SHARES.  Except as otherwise provided by
law, the Declaration of Trust or these Bylaws, each shareholder shall be
entitled at each meeting of shareholders to one (1) vote on each matter
submitted to a vote at such meeting for each share having voting rights
registered in his name on the books of the Trust at the time of the closing of
the share transfer books (or at the record date) for such meeting.  When a
quorum is present at any meeting (and notwithstanding the subsequent withdrawal
of enough shareholders to leave less than a quorum present) in accordance with
Section 2.7 of these Bylaws, the votes of holders of a majority of the shares
entitled to vote, present in person or represented by proxy, shall decide any
matter submitted to such meeting, unless the matter is one upon which by law or
by express provision of the Declaration of Trust or of these Bylaws the vote of
a greater number is required, in which case the vote of such greater number
shall govern and control the decision of such matter.  In determining the
number of shares entitled to vote, shares abstaining from voting or not voted
on a matter (including elections) will not be treated as entitled to vote.  The
provisions of this Section 2.10 will govern with respect to all votes of
shareholders except as otherwise provided for in these Bylaws or in the
Declaration of Trust or by some specific statutory provision superseding the
provisions contained in these Bylaws or the Declaration of Trust.

         SECTION 2.11     VOTING OF SHARES BY CERTAIN HOLDERS.

         (a)     Shares standing in the name of another business organization
may be voted by such officer, agent or proxy as the organizational documents of
such organization may authorize or, in the absence of such authorization, as
may be determined by the governing body of such organization.

         (b)     Shares held by an administrator, executor, guardian or
conservator may be voted by him, either in person or by proxy, without a
transfer of such shares into his name so long as such shares forming a part of
an estate are in the possession and form a part of the estate being served by
him.  Shares standing in the name of a trustee may be voted by him, either in
person or by proxy, but no trustee shall be entitled to vote shares held by him
without a transfer of such shares into his name as trustee.

         (c)     Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into his name if authority to do so
is contained in an appropriate order of the court by which such receiver was
appointed.

         (d)     A shareholder whose shares are pledged shall be entitled to
vote such shares until the shares have been transferred into the name of the
pledgee, and thereafter the pledgee shall be entitled to vote the shares so
transferred.

         SECTION 2.12     ELECTION OF TRUST MANAGERS.  At each election for
Trust Managers, each shareholder entitled to vote at such election shall,
unless otherwise provided by the Declaration of Trust or by applicable





                                       7
<PAGE>   9
law, have the right to vote the number of shares owned by him for as many
persons as there are to be elected and for whose election he has a right to
vote.  Unless otherwise provided by the Declaration of Trust, no shareholder
shall have the right or be permitted to cumulate his votes on any basis.

         SECTION 2.13     TELEPHONE MEETINGS.  Shareholders may participate in
and hold a meeting of the shareholders by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and participation in a meeting pursuant to
this Section shall constitute presence in person at such meeting, except where
a person participates in the 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.

         SECTION 2.14     ACTION WITHOUT MEETING.  Any action required by any
provision of law or of the Declaration of Trust or these Bylaws to be taken at
a meeting of the shareholders or any action which may be taken at a meeting of
the shareholders may be taken without a meeting if a consent in writing,
setting forth the action so taken, shall be signed by all of the shareholders
entitled to vote with respect to the subject matter thereof, and such consent
shall have the same force and effect as a unanimous vote of the shareholders.

         SECTION 2.15     INSPECTORS AND VOTING PROCEDURES.

         (a)     The Trust shall, in advance of any meeting of shareholders,
appoint one or more inspectors to act at the meeting and make a written report
thereof.  The Trust may designate one or more persons as alternate inspectors
to replace any inspector who fails to act.  If no inspector or alternate is
able to act at a meeting of shareholders, the person presiding at the meeting
shall appoint one or more inspectors to act at the meeting.  Each inspector,
before entering upon the discharge of his duties, shall take and sign an oath
faithfully to execute the duties of inspector with strict impartiality and
according to the best of his ability.

         (b)     The inspectors shall (i) ascertain the number of shares
outstanding and the voting power of each, (ii) determine the shares represented
at a meeting and the validity of proxies and ballots, (iii) count all votes and
ballots, (iv) determine and retain for a reasonable period a record of the
disposition of any challenges made to any determination by the inspectors, and
(v) certify their determination of the number of shares represented at the
meeting, and their count of all votes and ballots.  The inspectors may appoint
or retain other persons or entities to assist the inspectors in the performance
of the duties of the inspectors.

         (c)     The date and time of the opening and closing of the polls for
each matter upon which the shareholders will vote at a meeting shall be
announced at the meeting.  No ballots, proxies or votes, nor any revocations
thereof or changes thereto, shall be accepted by the inspectors after the
closing of the polls unless a court of appropriate jurisdiction, upon
application by a shareholder, shall determine otherwise.

         (d)     In determining the validity and counting of proxies and
ballots, the inspectors may examine and consider such records or factors as
allowed by the Texas Real Estate Investment Trust Act (the "Texas REIT Act").





                                       8
<PAGE>   10
                                  ARTICLE III

                                 TRUST MANAGERS

         SECTION 3.1      POWERS AND RESPONSIBILITIES.  The business and
affairs of the Trust shall be managed under the direction of its Trust Managers
who may exercise all such powers of the Trust and do all such lawful acts and
things as are not by statute, the Declaration of Trust or these Bylaws directed
or required to be exercised or done by the shareholders.  The enumeration of
any specific power or authority herein shall not be construed as limiting the
aforesaid powers or the general powers or authority or any other specified
power or authority conferred herein upon the Trust Managers.

         SECTION 3.2      NUMBER AND QUALIFICATION.  There shall at all times
be no less than two (2) nor more than ten (10) Trust Managers who, subject to
Section 3.3 below, shall be elected annually by the shareholders.  Subject to
any limitations specified by law or in the Declaration of Trust, the number of
Trust Managers may be fixed from time to time by resolution adopted by a
majority of the Trust Managers.  No decrease in the number of Trust Managers
shall have the effect of shortening the term of any incumbent Trust Manager.  A
majority of the Trust Managers shall be natural persons.  Trust Managers need
not be shareholders, must be at least eighteen (18) years of age, must not be
subject to any legal disability and need not be residents of the State of
Texas.

         SECTION 3.3      ELECTION AND TERM OF OFFICE.  The Trust Manager
nominees who have not been previously elected as Trust Managers by the
shareholders of the Trust shall be elected at the annual meeting of the
shareholders (except as provided in Section 3.7) by the affirmative vote of the
holders of two-thirds (2/3) of the outstanding shares of the Trust.  Trust
Managers who have been previously elected as Trust Managers by the shareholders
of the Trust shall be re-elected at the annual meeting of the shareholders by
the affirmative vote of the holders of a majority of the shares of the Trust
present in person or represented by proxy at such meeting; provided, however,
that any Trust Manager that has been previously elected as a Trust Manager by
the shareholders who is not re-elected by such majority vote at a subsequent
annual meeting shall nevertheless remain in office until his successor is
elected and qualified.  Each Trust Manager shall hold office until his
successor is elected and qualified, or until his death, resignation or removal
in the manner provided in these Bylaws.

         SECTION 3.4      NOMINATION OF TRUST MANAGERS.  Only persons who are
nominated in accordance with the following procedures shall be eligible for
election as Trust Managers of the Trust.  Nominations of persons for election
as Trust Managers may be made at any annual meeting of shareholders (a) by or
at the direction of the Trust Managers (or any duly authorized committee
thereof) or (b) by any shareholder of the Trust (i) who is a shareholder of
record on the date of the giving of the notice provided for in this Section 3.4
and on the record date for the determination of shareholders entitled to vote
at such annual meeting, and (ii) who complies with the notice procedures set
forth in this Section 3.4.

         In addition to any other applicable requirements, for a nomination to
be made by a shareholder, such shareholder must have given timely notice
thereof in proper written form to the Secretary of the Trust.  To be timely, a
shareholder's notice to the Secretary must be delivered to or mailed and
received at the principal offices of the Trust not less than sixty (60) days
nor more than ninety (90) days prior to the date of the applicable annual
meeting of shareholders; 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, notice by the shareholder





                                       9
<PAGE>   11
to be timely must be so received not later than the close of business on the
tenth (10th) day following the day on which such notice of the date of the
applicable annual meeting was mailed or such public disclosure of the date of
such annual meeting was made, whichever first occurs.  For purposes of this
Section 3.4, the date of a public disclosure shall include, but not be limited
to, the date on which such disclosure is made in a press release reported by
the Dow Jones News Services, the Associated Press or any comparable national
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) (or the rules and
regulations promulgated thereunder) of the Exchange Act.

         To be in proper written form, a shareholder's notice to the Secretary
must set forth (a) as to each person whom the shareholder proposes to nominate
for election as a Trust Manager (i) the name, age, business address and
residence address of the person, (ii) the principal occupation or employment of
the person, (iii) the number of shares of the Trust that are owned beneficially
or of record by the person, and (iv) any other information relating to the
person that would be required to be disclosed in a proxy statement or other
filings required to be made in connection with solicitation of proxies for
election of Trust Managers pursuant to Section 14 of the Exchange Act, and (b)
as to the shareholder giving the notice (i) the name and record address of such
shareholder, (ii) the number of shares of the Trust that are owned beneficially
or of record by such shareholder, (iii) a description of all arrangements or
understandings between such shareholder and each proposed nominee and any other
person or persons (including their names) pursuant to which the nomination(s)
are to be made by such shareholders, (iv) a representation that such
shareholder intends to appear in person or by proxy at the meeting to nominate
the persons named in the notice, and (v) any other information relating to such
shareholder that would be required to be disclosed in a proxy statement or
other filings required to be made in connection with solicitations of proxies
for election of Trust Managers pursuant to Section 14 of the Exchange Act and
the rules and regulations promulgated thereunder.  Such notice must be
accompanied by a written consent of each proposed nominee to being named as a
nominee and to serve as a Trust Manager if elected.

         No person shall be eligible for election as a Trust Manager of the
Trust unless nominated in accordance with the procedures set forth in this
Section 3.4.  If the presiding officer of the meeting determines that a
nomination was not made in accordance with the foregoing procedures, the
presiding officer shall declare to the meeting that the nomination was
defective and such defective nomination shall be disregarded.

         SECTION 3.5      RESIGNATION.    Any Trust Manager may resign at any
time by giving written notice to the remaining Trust Managers.  Such
resignation shall take effect at the time specified therein, and unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.  A Trust Manager judged incompetent or for whom
a guardian or conservator has been appointed, shall be deemed to have resigned
as of the date of such adjudication or appointment.

         SECTION 3.6      REMOVAL.   Trust Manager may be removed at any time
with or without cause by the vote of holders of shares representing two-thirds
(2/3) of the total votes authorized to be cast by shares then outstanding and
entitled to vote thereon.  Upon the resignation or removal of any Trust
Manager, or his otherwise ceasing to be a Trust Manager, he shall execute and
deliver such documents as the remaining Trust Managers shall require for the
conveyance of any Trust property held in his name, shall account to the
remaining Trust Managers as they require for all property which he holds as
Trust Manager and shall thereupon be discharged as Trust Manager.  Upon the
incapacity or death of any Trust Manager, his legal representative shall
perform the acts set forth in the preceding sentence and the discharge
mentioned therein shall run to such legal representative and to the
incapacitated Trust Manager or the estate of the deceased Trust Manager, as the
case may be.





                                       10
<PAGE>   12
         SECTION 3.7      VACANCIES.  If there is an increase in the number of
Trust Managers or if any or all of the Trust Managers cease to be Trust
Managers hereunder, whether by reason of resignation, removal, incapacity,
death or otherwise, such event shall not terminate the Trust or affect its
continuity.  Until vacancies are filled, the remaining Trust Manager or Trust
Managers may exercise the powers of the Trust Managers hereunder.  Vacancies
may be filled by successor Trust Managers either appointed by a majority of the
remaining Trust Managers or elected by the vote of the holders of at least
two-thirds of the outstanding shares at an annual or special meeting of the
shareholders.  Any Trust Manager elected to fill a vacancy shall hold office
until the next annual meeting for the election of Trust Managers.  The election
of a successor Trust Manager shall be considered an amendment to the
Declaration of Trust.

         SECTION 3.8      BOND NOT REQUIRED; TIME COMMITMENT.   Unless
otherwise required by law, no Trust Manager shall be required to give bond,
surety or security in any jurisdiction for the performance of his duties or
obligations to the Trust.  No Trust Manager shall be required to devote his
entire time to the business and affairs of the Trust.

         SECTION 3.9      COMPENSATION.   Trust Managers shall receive
compensation for their services to the Trust as may be determined from time to
time by the Trust Managers.  The Trust Managers may delegate to any committee
the power to fix from time to time the compensation of Trust Managers.
Officers of the Trust who also serve as Trust Managers shall not receive
compensation for their service as Trust Managers.

         SECTION 3.10     EXECUTION OF DOCUMENTS.   Each Trust Manager and any
one of them is authorized to execute on behalf of the Trust any document or
instrument of any nature whatsoever, provided that the execution by the Trust
of any such document or instrument shall have been previously authorized by
such action of the Trust Managers as may be required by statute, the
Declaration of Trust or these Bylaws.

                                   ARTICLE IV

                         MEETINGS OF THE TRUST MANAGERS

         SECTION 4.1      PLACE OF MEETINGS.  The Trust Managers of the Trust
may hold their meetings, both regular and special, either within or without the
State of Texas.

         SECTION 4.2      ANNUAL MEETING.  The annual meeting of the Trust
Managers shall be held immediately following the adjournment of the annual
meeting of the shareholders and no notice of such meeting shall be necessary to
the Trust Managers in order to legally constitute the meeting, provided a
quorum shall be present, or they may meet at such time and place as shall be
fixed by the consent in writing of all of the Trust Managers.

         SECTION 4.3      REGULAR MEETINGS.  Regular meetings of the Trust
Managers, in addition to the annual meetings referred to in Section 4.2, may be
held without notice at such time and place as shall from time to time be
determined by the Trust Managers.

         SECTION 4.4      SPECIAL MEETINGS.  Special meetings of the Trust
Managers may be called by the Chairman of the Board, if one shall be elected,
or by the President, if a Chairman of the Board is not elected, on three (3)
business day's notice (oral or written) to each Trust Manager.  Special
meetings shall be called by the Chairman of the Board (if one shall be
elected), the President or the Secretary on like notice on the written request
of any Trust Manager.  Neither the purpose of, nor the business to be
transacted at, any special meeting





                                       11
<PAGE>   13
of the Trust Managers need be specified in the notice or waiver of notice of
such meeting.  Attendance of a Trust Manager at a meeting shall constitute a
waiver of notice of such meeting except where a Trust Manager attends a meeting
for the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business on the grounds that the meeting is not lawfully
called or convened.

         SECTION 4.5      QUORUM AND ACTION.  At all meetings of the Trust
Managers, the presence of a majority of the Trust Managers shall be necessary
and sufficient to constitute a quorum for the transaction of business and the
act of a majority of the Trust Managers at any meeting at which a quorum is
present shall be the act of the Trust Managers unless the act of a greater
number is required by law, the Declaration of Trust or these Bylaws.  If a
quorum shall not be present at any meeting of Trust Managers, the Trust
Managers present may adjourn the meeting from time to time without notice other
than announcement at the meeting until a quorum shall be present.

         SECTION 4.6      PRESUMPTION OF ASSENT TO ACTION.  A Trust Manager who
is present at a meeting of the Trust Managers at which action on any Trust
matter is taken shall be presumed to have assented to the action taken unless
his dissent shall be entered in the minutes of the meeting or unless he shall
file his written dissent to such action with the Secretary of the meeting
before the adjournment thereof or shall forward such dissent by registered mail
to the Secretary of the Trust immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a Trust Manager who voted in favor of
such action.

         SECTION 4.7      TELEPHONE MEETINGS.   Trust Managers may participate
in and hold a meeting of the Trust Managers by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other.  Participation in a meeting pursuant to this
Section 4.7 shall constitute presence in person at such meeting, except where a
person participates in the 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.

         SECTION 4.8      ACTION WITHOUT MEETING.   Any action required or
permitted to be taken at a meeting of the Trust Managers may be taken without a
meeting if a consent in writing, setting forth the action so taken, is signed
by all the Trust Managers, and such consent shall have the same force and
effect as a unanimous vote at a meeting.

         SECTION 4.9      MINUTES.   The Trust Managers shall keep regular
minutes of their proceedings.  The minutes shall be placed in the minute book
of the Trust.

         SECTION 4.10     INTEREST OF TRUST MANAGERS.  With respect to the
actions of the Trust Managers, Trust Managers who have any direct or indirect
interest in connection with any matter being acted upon may be counted for all
quorum purposes under this Article IV.

         SECTION 4.11     RIGHT OF TRUST MANAGERS AND OFFICERS TO OWN SHARES OR
OTHER PROPERTY AND TO ENGAGE IN OTHER BUSINESS.  Any Trust Manager or officer
of the Trust may acquire, own, hold and dispose of shares of the Trust for his
individual account, and may exercise all rights of a shareholder to the same
extent and in the same manner as if he were not a Trust Manager or officer of
the Trust.  Except as provided specifically to the contrary in a written
agreement with the Trust, any Trust Manager or officer of the Trust may, in a
capacity other than that of Trust Manager or officer of the Trust, have
business interests and engage in business activities similar to or in addition
to those relating to the Trust, which interests and activities may be similar
to and competitive with those of the Trust and may include the acquisition,
syndication, holding, management, development, operation or disposition, for
his own account or for the account of others, of





                                       12
<PAGE>   14
interests in mortgages, interests in real property, or interests in entities
engaged in the real estate business.  Except as provided specifically to the
contrary in a written agreement with the Trust, each Trust Manager and officer
of the Trust shall be free of any obligation to present to the Trust any
investment opportunity which comes to him in any capacity other than solely as
Trust Manager or agent of the Trust, even if such opportunity is of a character
which, if presented to the Trust, could be exploited by the Trust.  Subject to
the provisions of Article III hereof, any Trust Manager or officer of the Trust
may be a trustee, officer, director, shareholder, partner, member, advisor or
employee of, or otherwise have a direct or indirect interest in any person who
may be engaged to render advice or services to the Trust, and may receive
compensation from such person as well as compensation as Trust Manager or
officer or otherwise hereunder.

         SECTION 4.12     TRANSACTIONS BETWEEN TRUST MANAGERS AND THE TRUST.
Except as otherwise provided by the Declaration of Trust or these Bylaws, and
in the absence of fraud, a contract, act or other transaction, between the
Trust and any other person, or in which the Trust is interested, shall be valid
and no Trust Manager or officer of the Trust shall have any liability as a
result of entering into any such contract, act or transaction, even though (a)
one or more of the Trust Managers, directly or indirectly is interested in or
connected with, or is a trustee, partner, director, shareholder, member,
employee, officer or agent of such other person, or (b) one or more of the
Trust Managers, individually or jointly with others, is a part to, or directly
or indirectly is interested in, or connected with, such contract, act or
transaction, provided that (i) such interest or connection is disclosed in
reasonable detail or known to the Trust Managers and thereafter the Trust
Managers authorize or ratify such contract, act or other transaction by
affirmative vote of a majority of the Trust Managers who are not interested in
the transaction or (ii) such interest or connection is disclosed in reasonable
detail or known to the shareholders, and thereafter such contract, act or
transaction is approved by shareholders holding a majority of the shares then
outstanding and entitled to vote thereon.

         SECTION 4.13     PERSONS DEALING WITH TRUST MANAGERS OR OFFICERS.
Any act of the Trust Managers or officers of the Trust purporting to be done in
their capacity as such shall, as to any person dealing with such Trust Managers
or officers, conclusively be deemed to be within the purposes of the Trust and
within the powers of the Trust Managers or officers.  No person dealing with
the Trust Managers or any of them or with the officers of the Trust or any of
them, shall be bound to see to the application of any funds or property passing
into their hands or control.  The receipt of the Trust Managers or any of the
officers of the Trust of money or other consideration shall be binding upon the
Trust.

         SECTION 4.14     RELIANCE.  Trust Managers and officers of the Trust
shall not be liable for any claims or damages that may result from their acts
in the discharge of any duty imposed or power conferred upon them by the Trust,
if, in the exercise of ordinary care, they acted in good faith and in reliance
upon the written opinion of an attorney for the Trust.  In discharging their
duties, Trust Managers and officers of the Trust, when acting in good faith and
exercising ordinary care, may rely upon financial statements of the Trust,
stated in a written report by an independent certified public accountant, to
fairly present the financial position of the Trust.  The Trust Managers and
officers of the Trust may rely upon any instrument or other document reasonably
believed by them to be genuine.

         SECTION 4.15     LIABILITY OF TRUST MANAGERS.  No Trust Manager of the
Trust shall be liable to the Trust for any act, omission, loss, damage or
expense arising from the performance of his duty under the Trust, except to the
extent specifically required by statute, the Declaration of Trust or these
Bylaws.





                                       13
<PAGE>   15
                                   ARTICLE V

                        COMMITTEES OF THE TRUST MANAGERS

         SECTION 5.1      MEMBERSHIP AND AUTHORITIES.  The Trust Managers, by
resolution adopted by a majority of the Trust Managers, may designate one (1)
or more Trust Managers to constitute a Compensation  Committee, Audit Committee
and such other committees as the Trust Managers may determine, each of which
committees to the extent provided in such resolution shall have and may
exercise all of the authority of the Trust Managers in the business and affairs
of the Trust, except in those cases where the authority of the Trust Managers
is specifically denied to the Audit Committee, Compensation Committee or such
other committee or committees by the Trust Managers, applicable law, the
Declaration of Trust or these Bylaws.  Neither the Audit Committee,
Compensation Committee  nor any other such committee shall have the power to
alter or to repeal any resolution adopted by the Trust Managers.  The
designation of an Executive Committee or other committee and the delegation
thereto of authority shall not operate to relieve the Trust Managers, or any
member thereof, of any responsibility imposed upon him by law.  The members of
each such committee shall serve at the pleasure of the Trust Managers.

         SECTION 5.2      MINUTES AND RULES OF PROCEDURE.  Each committee
designated by the Trust Managers shall keep regular minutes of its proceedings
and report the same to the Trust Managers when required.  Subject to the
provisions of these Bylaws, the members of any committee may fix such
committee's own rules of procedure.

         SECTION 5.3      VACANCIES.  The Trust Managers shall have the power
at any time to fill vacancies in, to change the membership of, or to dissolve,
any committee.

         SECTION 5.4      TELEPHONE MEETINGS.  Members of any committee
designated by the Trust Managers may participate in or hold a meeting by use of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other.  Participation in a
meeting pursuant to this Section 5.4 shall constitute presence in person at
such meeting, except where a person participates in the meeting for the express
purpose of objecting to the transaction of any business on the grounds that the
meeting is not lawfully called or convened.

         SECTION 5.5      ACTION WITHOUT MEETING.  Any action required or
permitted to be taken at a meeting of any committee designated by the Trust
Managers may be taken without a meeting if a consent in writing, setting forth
the action so taken, is signed by all the members of the committee, and such
consent shall have the same force and effect as a unanimous vote at a meeting.

                                   ARTICLE VI

                                    OFFICERS

         SECTION 6.1      NUMBER.  The officers of the Trust shall include a
President and a Secretary.  The Trust Managers may also elect a Chairman of the
Board, one (1) or more Vice Presidents, a Treasurer, one (1) or more Assistant
Secretaries and one (1) or more Assistant Treasurers.  One (1) person may hold
any two (2) or more of these offices.





                                       14
<PAGE>   16
         SECTION 6.2      ELECTION, TERM OF OFFICE AND QUALIFICATION.  The
Trust Managers shall elect officers, none of whom need be a Trust Manager,
except for the Chairman of the Board, if one shall be elected, at any time and
from time to time as they deem necessary.  Each officer so elected shall hold
office until his successor shall have been duly elected and qualified or until
his death, resignation or removal in the manner hereinafter provided.

         SECTION 6.3      SUBORDINATE OFFICERS.  The Trust Managers may appoint
such other officers and agents as it shall deem necessary who shall hold their
offices for such terms, have such authority and perform such duties as the
Trust Managers may from time to time determine.  The Trust Managers may
delegate to any committee or officer the power to appoint any such subordinate
officer or agent.  No subordinate officer appointed by any committee or
superior officer as aforesaid shall be considered as an officer of the Trust,
the officers of the Trust being limited to the officers elected or appointed as
such by the Trust Managers.

         SECTION 6.4      RESIGNATION.  Any officer may resign at any time by
giving written notice thereof to the Trust Managers or to the President or
Secretary of the Trust.  Any such resignation shall take effect at the time
specified therein and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.

         SECTION 6.5      REMOVAL.  Any officer elected or appointed by the
Trust Managers may be removed by the Trust Managers at any time with or without
cause by majority vote of the entire Board of Trust Managers.  Any other
officer may be removed at any time with or without cause by the Trust Managers
or by any committee or superior officer upon whom such power of removal may be
conferred by the Trust Managers.  The removal of any officer shall be without
prejudice to the contract rights, if any, of the person so removed.  Election
or appointment of an officer or agent shall not of itself create any contract
rights.

         SECTION 6.6      VACANCIES.  A vacancy in any office shall be filled
for the unexpired portion of the term by the Trust Managers, but in case of a
vacancy occurring in an office filled by a committee or superior officer in
accordance with the provisions of Section 6.3, such vacancy may be filled by
such committee or superior officer.

         SECTION 6.7      THE CHAIRMAN OF THE BOARD.  The Chairman of the
Board, if one shall be elected, shall preside at all meetings of the
shareholders and Trust Managers and shall be an ex officio member of all
standing committees.  The Chairman of the Board may sign, with any other proper
officer, certificates for shares of the Trust and any deeds, bonds, mortgages,
contracts and other documents which the Trust Managers have authorized to be
executed, except where required by law to be otherwise signed and executed and
except where the signing and execution thereof shall be expressly delegated by
the Trust Managers or these Bylaws, to some other officer or agent of the
Trust.  In addition, the Chairman of the Board shall perform whatever duties
and shall exercise all powers that are given to him by the Trust Managers.

         SECTION 6.8      THE PRESIDENT.  The President shall be the chief
executive officer of the Trust and shall have general and active management of
the business and affairs of the Trust, shall have the general supervision and
direction of all other officers of the Trust with full power to see that their
duties are properly performed and shall see that all orders and resolutions of
the Trust Managers are carried into effect.  If no Chairman of the Board is
elected, the President shall have the powers and duties of the Chairman of the
Board as set forth in Section 6.7.  In the absence of the Chairman of the
Board, if one shall be elected, the President shall preside at all meetings of
the shareholders and Trust Managers.  The President may sign, with any other
proper officer, certificates for shares of the Trust and any deeds, bonds,
mortgages, contracts and other documents which the Trust Managers have
authorized to be executed, except where required by law to be





                                       15
<PAGE>   17
otherwise signed and executed and except where the signing and execution
thereof shall be expressly delegated by the Trust Managers or these Bylaws, to
some other officer or agent of the Trust.  In addition, the President shall
perform whatever duties and shall exercise all powers that are given to him by
the Trust Managers.

         SECTION 6.9      THE VICE PRESIDENTS.  The Vice Presidents shall
perform such duties as are given to them by these Bylaws and as may from time
to time be assigned to them by the Trust Managers, by the Chairman of the
Board, if one shall be elected, or by the President, if a Chairman of the Board
is not elected, and may sign, with any other proper officer, certificates for
shares of the Trust.  At the request of the President, or in his absence or
disability, the Vice President designated by the President (or in the absence
of such designation, the senior Vice President), shall perform the duties and
exercise the powers of the President.

         SECTION 6.10     THE SECRETARY.  The Secretary, when available, shall
attend all meetings of the Trust Managers and all meetings of the shareholders
and record all votes and the minutes of all proceedings in a book to be kept
for that purpose and shall perform like duties for the standing committees when
required.  The Secretary shall give, or cause to be given, notice of all
meetings of the shareholders and of the Trust Managers as required by law or
these Bylaws, be custodian of the Trust records and have general charge of the
share books of the Trust and shall perform such other duties as may be
prescribed by the Trust Managers, by the Chairman of the Board, if one shall be
elected, or by the President, if a Chairman of the Board is not elected, under
whose supervision he shall be.  The Secretary may sign, with any other proper
officer, certificates for shares of the Trust and shall keep in safe custody
the seal of the Corporation, and, when authorized by the Trust Managers, affix
the same to any instrument requiring it and, when so affixed, it shall be
attested by his signature or by the signature of the Treasurer or an Assistant
Secretary.

         SECTION 6.11     ASSISTANT SECRETARIES.  The Assistant Secretaries
shall perform such duties as are given to them by these Bylaws or as may from
time to time be assigned to them by the Trust Managers or by the Secretary.  At
the request of the Secretary, or in his absence or disability, the Assistant
Secretary designated by the Secretary (or in the absence of such designation
the senior Assistant Secretary), shall perform the duties and exercise the
powers of the Secretary.

         SECTION 6.12     THE TREASURER.  The Treasurer shall have the custody 
and be responsible for all Trust funds and securities and shall keep full and
accurate accounts of receipts and disbursements in books belonging to the Trust
and shall deposit all monies and other valuable effects in the name and to the
credit of the Trust in such depositories as may be designated by the Trust
Managers.  The Treasurer shall disburse the funds of the Trust as may be ordered
by the Trust Managers, taking proper vouchers for such disbursements, and shall
render to the Chairman of the Board, if one shall be elected, the President and
the Trust Managers, at the regular meetings of the Trust Managers, or whenever
they may require it, an account of all his transactions as Treasurer and of the
financial condition of the Trust.  The Treasurer may sign, with any other proper
officer, certificates for shares of the Trust.

         SECTION 6.13     ASSISTANT TREASURERS.  The Assistant Treasurers shall
perform such duties as are given to them by these Bylaws or as may from time to
time be assigned to them by the Trust Managers or by the Treasurer.  At the
request of the Treasurer, or in his absence or disability, the Assistant
Treasurer designated by the Treasurer (or in the absence of such designation,
the senior Assistant Treasurer), shall perform the duties and exercise the
powers of the Treasurer.

         SECTION 6.14     TREASURER'S BOND.  If required by the Trust Managers,
the Treasurer and any Assistant Treasurer shall give the Trust a bond in such
sum and with such surety or sureties as shall be satisfactory to the Trust
Managers for the faithful performance of the duties of his office and for the
restoration





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to the Trust, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the Trust.

         SECTION 6.15     SALARIES.  The salary or other compensation of 
officers shall be fixed from time to time by the Trust Managers.  The Trust
Managers may delegate to any committee or officer the power to fix from time to
time the salary or other compensation of subordinate officers and agents
appointed in accordance with the provisions of Section 6.3.

         SECTION 6.16     EXECUTION OF DOCUMENTS.  Each officer of the Trust 
and any one of them is authorized to execute on behalf of the Trust any document
or instrument of any nature whatsoever, provided that the execution by the Trust
of any such document or instrument shall have been previously authorized by such
action of the Trust Managers as may be required by statute, the Declaration of
Trust or these Bylaws.

                                  ARTICLE VII

                                  TRUST SHARES

         SECTION 7.1      SHARE CERTIFICATES.

         (a) The certificates representing shares of beneficial interests of
the Trust shall be in such form, not inconsistent with statutory provisions and
the Declaration of Trust, as shall be approved by the Trust Managers.  The
certificates shall be signed by the Chairman of the Board, if one shall be
elected, the President or a Vice President and a Secretary or Assistant
Secretary, or such other or additional officers as may be prescribed from time
to time by the Trust Managers.  The signatures of such officer or officers upon
a certificate may be facsimiles if the certificate is countersigned by a
transfer agent or registered by a registrar, either of which is other than the
Trust itself or an employee of the Trust.  In case any officer who has signed
or whose facsimile signature has been placed upon a certificate shall have
ceased to be such officer before such certificate is issued, it may be issued
with the same effect as if he were such officer at the date of its issuance.

         (b)     In the event the Trust has limited or denied the preemptive
right of shareholders, there shall be set forth on the face or back of the
certificates, which the Trust shall issue to represent beneficial interests,
such legends or statements, if any, as shall be required by applicable law or
the Declaration of Trust or as may be approved by the Trust Managers.

         (c)     All certificates shall be consecutively numbered and the name
of the person owning the shares represented thereby, with the number of such
shares and the date of issue, shall be entered on the Trust's books.

         (d)     All certificates surrendered to the Trust shall be canceled,
and, except as provided in Section 7.2 with respect to lost, destroyed or
mutilated certificates, no new certificate shall be issued until the former
certificate for the same number of shares has been surrendered and canceled.

         SECTION 7.2      LOST CERTIFICATES, ETC.  The Trust Managers may
direct a new certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the Trust alleged to have
been lost or destroyed, upon the making of an affidavit of that fact by the
person claiming the certificate of stock to be lost or destroyed.  In
authorizing such issue of a new certificate or certificates, the Trust Managers
may, in their discretion and as a condition precedent to the issue thereof,
require the owner of such lost or





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<PAGE>   19
destroyed certificate or certificates, or his legal representative, to
advertise the same in such manner as the Trust Managers shall require and/or
indemnify the Trust as the Trust Managers may prescribe.

         SECTION 7.3      TRANSFER OF SHARES.  Subject to any restrictions upon
transfer, 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 and satisfaction of the Trust
that the requested transfer complies with the provisions of applicable state
and federal laws and regulations, the Declaration of Trust and any agreements
to which the Trust is a party, the Trust shall issue a new certificate to the
person entitled thereto, cancel the old certificate and record the transaction
upon its books.

         SECTION 7.4      OWNERSHIP OF SHARES.  The Trust shall be entitled to
treat and recognize the holder of record of any share or shares as the holder
in fact thereof and, accordingly, shall not be bound to recognize any equitable
or other claim to or interest in such share or shares on the part of any other
person, whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of the State of Texas.

         SECTION 7.5      CLOSING OF TRANSFER BOOKS.  For the purpose of
determining shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or entitled to receive a distribution
by the Trust (other than a distribution involving a purchase or redemption by
the Trust of its own shares) or a share dividend, or in order to make a
determination of shareholders for any other proper purpose, the Trust Managers
may provide that the share transfer books shall be closed for a stated period
but not to exceed, in any case, sixty (60) days.  If the share transfer books
shall be 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 (10) days immediately preceding such meeting.  In lieu of closing the
share transfer books, the Trust Managers may fix in advance a date as the
record date for any such determination of shareholders, such date in any case
to be not more than sixty (60) days and, in case of a meeting of shareholders,
not less than ten (10) days prior to the date on which the particular action
requiring such determination of shareholders is to be taken, and the
determination of shareholders on such record date shall apply with respect to
the particular action requiring the same notwithstanding any transfer of shares
on the books of the Trust after such record date.

         SECTION 7.6      DIVIDENDS.  The Trust Managers may, from time to
time, declare, and the Trust may pay, dividends on its outstanding shares in
the manner and upon the terms and conditions provided by the Declaration of
Trust and by law, such dividends to be paid in cash or in property or in shares
of beneficial interests of the Trust, except no dividends shall be paid when
the Trust is insolvent or when the payment thereof would render the Trust
insolvent.

         SECTION 7.7      RESERVES.  By resolution the Trust Managers may
create such reserve or reserves of the Trust as the Trust Managers from time to
time, in their absolute discretion, determine to be proper as a reserve or
reserves to meet contingencies, or for equalizing dividends, or for repairing
or maintaining any property of the Trust, or for such other purpose as the
Trust Managers shall determine to be beneficial to the interest of the Trust.
The Trust Managers may modify or abolish any such reserve in the manner in
which it was created.





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                                  ARTICLE VIII

                               GENERAL PROVISIONS

         SECTION 8.1      GENERAL POLICIES.  The Trust intends to make
investments that are consistent with the applicable requirements of the
Internal Revenue Code of 1986, as amended, and the Texas REIT Act, as amended,
and related regulations with respect to the composition of the Trust's
investments and the derivation of its income.

         SECTION 8.2      LIMITED LIABILITY OF SHAREHOLDERS.  A shareholder
shall not be personally or individually liable in any manner whatsoever for any
debt, act, omission or obligation incurred by the Trust or the Trust Managers.
A shareholder shall be under no obligation to the Trust or to its creditors
with respect to such shares other than the obligation to pay to the Trust the
full amount of the consideration for which such shares were issued or to be
issued.  Upon the payment of such consideration, such shares shall be fully
paid and non-assessable by the Trust.

         SECTION 8.3      WAIVER OF NOTICE.  (a) Whenever, under the provisions
of applicable law or of the Declaration of Trust or of these Bylaws, any notice
is required to be given to any shareholder or Trust Manager, 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 equivalent to the giving of
such notice.

         (b)     Attendance of a Trust Manager at a meeting shall constitute a
waiver of notice of such meeting except where a Trust Manager attends a meeting
for the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business on the grounds that the meeting is not lawfully
called or convened.

         SECTION 8.4      SEAL.  If one be adopted, the Trust seal shall have
inscribed thereon the name of the Trust and shall be in such form as may be
approved by the Trust Managers.  Said seal shall be kept in the custody of the
Secretary and may be used by causing it or a facsimile of it to be impressed or
affixed or in any manner reproduced.

         SECTION 8.5      FISCAL YEAR.  The fiscal year of the Trust shall be
fixed by resolution of the Trust Managers.

         SECTION 8.6      CHECKS, NOTES, ETC.  All checks or demands for money
and notes of the Trust shall be signed by such officer or officers or such
other person or persons as the Trust Managers may from time to time designate.
The Trust Managers may authorize any officer or officers or such other person
or persons to enter into any contract or 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.

         SECTION 8.7      EXAMINATION OF BOOKS AND RECORDS.  The Trust Managers
shall determine from time to time whether, and if allowed, when and under what
conditions and regulations the accounts and books of the Trust (except such as
may by statute be specifically opened to inspection) or any of them shall be
open to inspection by the shareholders, and the shareholders' rights in this
respect are and shall be restricted and limited accordingly.

         SECTION 8.8      VOTING OF VOTING SECURITIES HELD BY THE TRUST.
Unless otherwise ordered by the Trust Managers, the President, acting on behalf
of the Trust, shall have full power and authority to attend and





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to act and to vote at any meeting of holders of voting securities of any person
in which the Trust may hold voting securities and at any such meeting, shall
possess and may exercise any and all of the rights and powers incident to the
ownership of such voting securities which, as the owner thereof, the Trust
might have possessed and exercised, if present.  The Trust Managers by
resolution from time to time may confer like powers upon any other person or
persons.

         SECTION 8.9      NUMBER, GENDER, ETC.  Whenever the singular number is
used in these Bylaws and when required by the context, the same shall include
the plural, and the masculine gender shall include the feminine and neuter
genders.  The term "person," as used herein and as the context requires shall
mean and include individuals, corporations, limited partnerships, general
partnerships, joint stock companies or associations, joint ventures,
associations, limited liability companies, companies, trusts, banks, trust
companies, land trusts, business trusts, or other entities and governments and
agencies and political subdivisions thereof.

                                   ARTICLE IX

                                   AMENDMENTS

         SECTION 9.1      AMENDMENT OF BYLAWS.  Except as otherwise provided by
applicable law or the Declaration of Trust, the power to alter, amend or repeal
these Bylaws or to adopt new Bylaws shall be vested in the Trust Managers and
(to the extent not inconsistent with the Texas REIT Act and the Declaration of
Trust and specified in the notice of the meeting) the shareholders.  Such
action to amend the Bylaws may be taken (i) with respect to all Bylaw
provisions, by the affirmative vote of a majority of the Trust Managers, or
(ii)(a) with respect to Section 2.5, Section 3.3, Section 3.4, Section 3.6,
Section 3.7 or Article IX of these Bylaws, by the affirmative vote of the
holders of two-thirds (2/3) of the Trust's outstanding shares, or (b) with
respect to all other Bylaws, by the affirmative vote of the holders of a
majority of the Trust's outstanding shares.

                                   ARTICLE X

                              SUBJECT TO ALL LAWS

         SECTION 10.1     SUBJECT TO ALL LAWS.  The provisions of these Bylaws
shall be subject to all valid and applicable laws, including, without
limitation, the Texas REIT Act as now or hereafter amended, and in the event
that any of the provisions of these Bylaws are found to be inconsistent with or
contrary to any such valid laws, the latter shall be deemed to control and
these Bylaws shall be deemed modified accordingly, and, as so modified, shall
continue in full force and effect.





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