EXHIBIT 3(b)
 
                               KOGER EQUITY, INC.
                                     BY-LAWS
 
                                       AS
                              AMENDED AND RESTATED
                                       ON
                                FEBRUARY 17, 2000
 
                                    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 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.
 
 
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         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 Chief
Executive Officer, 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 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
 
 
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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 of
Directors or in the Chairman's or Vice Chairman's absence or inability to act,
the Chief Executive Officer of the Company, or in the absence or inability to
act of the Chairman of the Board, Vice Chairman of the Board or the Chief
Executive Officer, the President of the Company or in the absence or inability
to act of the Chairman of the Board, Vice Chairman of the
 
 
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Board, Chief Executive Officer or the President, a Vice President of the Company
designated by the Board of Directors shall act as Chairman of the meeting. 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 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 Directors, the secretary
shall appoint one or more inspectors to determine whether a stockholder has
complied with this Section 3.
 
 
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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 of Directors, Vice Chairman of the Board of Directors, the Chief
Executive Officer of the Company, 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 Chief Executive Officer of the
Company, 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 of Directors,
the Vice Chairman of the Board of Directors, the Chief Executive Officer of the
Company, 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 Secretary's absence or inability to
act, any officer of the Company appointed by the Chairman of the
 
 
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Board of Directors, the Vice Chairman of the Board of Directors, the Chief
Executive Officer of the Company, 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 Chief Executive Officer of the Company
shall preside at a meeting. In the absence or inability of the Chairman of the
Board, the Vice Chairman of the Board, or the Chief Executive Officer 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,
the Chief Executive Officer 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.
 
 
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         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 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
 
 
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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 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
Chief Executive Officer, a President, a Secretary, a Chief Financial Officer, a
Chief Accounting Officer, 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 Chief Executive Officer 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, a Vice Chairman of the Board of Directors,
a Chief Executive Officer, a President, a Secretary, a Chief Financial Officer,
a Chief Accounting Officer 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 preside at all meetings of
Shareholders and the Board of Directors of this corporation.
 
         The VICE CHAIRMAN OF THE BOARD OF DIRECTORS shall, in the absence of
the Chairman of the Board of Directors, preside at all meetings of the
stockholders and the Board of Directors.
 
         The CHIEF EXECUTIVE OFFICER 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 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 stockholders 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 Chief Executive
Officer and the Board of Directors, and in the absence of the Chairman of the
Board of Directors, the Vice Chairman of the Board of Directors and the Chief
Executive Officer, shall preside at all meetings of the stockholders and the
Board of Directors.
 
 
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         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,
Chief Executive Officer or the President.
 
         The CHIEF FINANCIAL OFFICER shall have general and active management of
the financial affairs of the corporation subject to the directions of the Chief
Executive Officer, the President and the Board of Directors and shall perform
such other duties as may be prescribed by the Board of Directors, the Chief
Executive Officer or the President.
 
         The CHIEF ACCOUNTING OFFICER 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 stockholders
and whenever else required by the Board of Directors, the Chief Executive
Officer or the President, and shall perform such other duties as may be
prescribed by the Board of Directors, the Chief Executive Officer, the President
or the Chief Financial Officer.
 
         The TREASURER shall assist the Chief Accounting Officer in the
performance of his or her duties and perform such other duties as may be
prescribed by the Board of Directors, the Chief Executive Officer, the
President, the Chief Financial Officer or the Chief Accounting Officer.
 
         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 stockholders may be removed only by
vote of the stockholders, unless the stockholders shall have authorized the
Directors to remove such officer or agent.
 
         Any officer or agent elected or appointed by either of the Chief
Executive Officer 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
 
 
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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").
 
         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
 
 
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<PAGE>   12
 
Chief Executive Officer, the President, or a Vice President, and countersigned
by the Secretary or an Assistant Secretary or the Treasurer or an Assistant
Treasurer. 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 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.
 
 
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<PAGE>   13
 
                                  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.
 
         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.
 
 
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<PAGE>   14
 
         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.
 
         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.
 
 
------------------------------
February 17, 2000