AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                               KOGER EQUITY, INC.
 
         These Amended and Restated Articles of Incorporation of Koger Equity,
Inc. amend and restate the Amended and Restated Articles of Incorporation as
filed with the Secretary of State of the State of Florida on May 24, 1999. These
Amended and Restated Articles of Incorporation were adopted by the Board of
Directors on May 18, 2000, in accordance with Section 607.1007 of the Florida
Business Corporation Act and include an amendment which was approved by the
shareholders of Koger Equity, Inc. on May 18, 2000, in accordance with Section
607.1003 of the Florida Business Corporation Act. The substantive amendment to
the Articles of Incorporation made in the Amended and Restated Articles of
Incorporation is contained in subsection 10. to Section (D) of Article V hereof.
 
                                ARTICLE I - NAME
 
         The name of the Company is KOGER EQUITY, INC. (the "Company").
 
                              ARTICLE II - DURATION
 
         The period of duration of the Company is perpetual.
 
                              ARTICLE III - PURPOSE
 
         The purpose for which the Company is formed is to engage in any lawful
act or activity for which corporations may be organized under the General Laws
of the State of Florida as now or hereafter in force.
 
                ARTICLE IV - PRINCIPAL OFFICE AND MAILING ADDRESS
 
         The principal office and the mailing address of the Company in the
State of Florida are 8880 Freedom Crossing Trail, Jacksonville, Florida
32256-8280.
 
                            ARTICLE V - CAPITAL STOCK
 
         The total number of shares of stock that this corporation shall have
authority to issue is 100,000,000 shares of Common Stock, each of which shall
have a par value of $.01 per share (the "Common Stock") and 50,000,000 shares of
Preferred Stock, each of which shall have a par value of $.01 per share (the
"Preferred Stock"). The board of directors is authorized to issue the Preferred
Stock from time to time in one or more classes or series thereof, each such
class or series to have such
 
 
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voting powers (if any), conversion rights (if any), designations, preferences
and relative, participating, optional or other special rights, and such
qualifications, limitations or restrictions thereof, as shall be determined by
the board of directors and stated and expressed in a resolution or resolutions
thereof providing for the issue of such Preferred Stock. Subject to the powers,
preferences and rights of any Preferred Stock, including any class or series
thereof, having any preference or priority over, or rights superior to, the
Common Stock and except as otherwise provided by law, the holders of the Common
Stock shall have and possess all powers and voting and other rights pertaining
to the stock of this corporation and each share of Common Stock shall be
entitled to one vote.
 
         Except as otherwise provided in the Articles of Incorporation and
subject to the rights of the holders of Preferred Stock, the following is a
description of the voting rights, limitations as to dividends, preemptive
rights, restrictions, and terms and conditions of redemption of the Common Stock
of the Company:
 
         (A)      Voting Rights
 
                  At every annual or special meeting of stockholders of the
         Company, every holder of Common Stock shall be entitled to one vote, in
         person or by proxy, for each share of Common Stock standing in the
         stockholder's name on the books of the Company in the election of
         directors and upon all other matters submitted to a vote of the
         stockholders of the Company.
 
         (B)      Dividends and Liquidation Rights.
 
             1. Dividends. The holders of shares of Common Stock shall be
         entitled to receive, when and if declared by the Board of Directors,
         out of the assets of the Company which are legally available therefor,
         dividends payable either in cash, in property or in shares of Common
         Stock.
 
             2. Dissolution, Liquidation or Winding Up. In the event of any
         dissolution, liquidation, or winding up of the affairs of the Company
         after payment or provision for payment of the debts and other
         liabilities of the Company, the holders of all outstanding shares of
         Common Stock shall be entitled to share ratably in the remaining net
         assets of the Company.
 
         (C)      Preemptive Rights.
 
 
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             No stockholder of the Company shall have any preemptive or other
         right to purchase or subscribe for any shares of the Common Stock of
         the Company which it may issue or sell, whether now or hereafter
         authorized, other than such right, if any, as the Board of Directors in
         its discretion from time to time may determine.
 
         (D)      Restrictions on Transfer; Redemption.
 
                  1. The stockholders shall upon demand disclose to the Board of
         Directors in writing such information with respect to direct and
         indirect ownership of the Common Stock of the Company as the Board of
         Directors deems necessary to comply with the provisions of the Internal
         Revenue Code of 1986, as amended or as hereafter amended if such
         amendments are applicable to the Company (the "Code"), pertaining to
         the qualification of the Company as a real estate investment trust (a
         "REIT") or to comply with the requirements of any taxing authority or
         governmental entity or agency.
 
                  2. Whenever it is deemed by the Board of Directors to be
         reasonably necessary to protect the tax status of the Company as a
         REIT, the Board of Directors may require a statement or affidavit from
         any stockholder or proposed transferee of shares of Common Stock
         setting forth the number of shares of Common Stock already owned by the
         stockholder and any related Person (as hereinafter defined) specified
         in the form prescribed by the Board of Directors for that purpose. If,
         in the opinion of the Board of Directors, which opinion shall be
         conclusive on the proposed transferor and transferee, the proposed
         transfer may jeopardize the qualification of the Company as a REIT, the
         Board of Directors has the right, but not a duty, to refuse to transfer
         the shares of Common Stock to the proposed transferee. All contracts
         for the sale or other transfer of shares of Common Stock shall be
         subject to this provision.
 
                  3.  Notwithstanding any other provision of these Articles of
         Incorporation to the contrary and subject to the provisions of Section
         6 of Paragraph (D) of this Article V, no person shall at any time
         directly or indirectly acquire ownership in the aggregate of more than
         9.8% of the outstanding shares of Common Stock of the Company (the
         "Limit"). Shares of Common Stock owned by a Person in excess of the
         Limit at any time shall be deemed excess shares ("Excess Shares"). For
         purposes of this Article V a person shall be deemed to own shares of
         Common Stock actually owned by such Person after applying the rules of
         Section 544 of the Code as modified in the case of a REIT by Section
         856(a)(6), Section 856(d)(3), and Section 856(h) of the Code. All
         shares of Common Stock which any Person has
 
 
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         the right to acquire upon exercise of outstanding rights, options, and
         warrants, and upon conversion of any securities convertible into shares
         of Common Stock, if any, shall be considered outstanding for purposes
         of the Limit if such inclusion will cause such Person to own more than
         the Limit.
 
                  4. If at any time the Board of Directors shall in good faith
         determine that direct or indirect ownership of shares of Common Stock
         of the Company by any Person or Persons has or may become concentrated
         to the extent which would cause the Company to fail to qualify or to be
         disqualified as a REIT or that any Person has acquired Excess Shares
         (including shares of Common Stock that remain or become Excess Shares
         because of the decrease in the outstanding shares of Common Stock
         resulting from such redemption), the Board of Directors shall have the
         power to call for the purchase from any stockholder of the Company, by
         notice to such stockholder, of a number of shares of Common Stock
         sufficient in the opinion of the Board of Directors to maintain or to
         bring the direct or indirect ownership of shares of Common Stock into
         conformity with the provisions of the Code pertaining to the
         qualification of the Company as a REIT and/or to redeem all shares of
         Common Stock that are Excess Shares owned by such Person. From and
         after the date fixed for redemption by the Board of Directors, the
         holder of any shares of Common Stock so called for redemption shall
         cease to be entitled to distributions, voting rights, and other
         benefits with respect to such shares of Common Stock, excepting only
         the right to payment by the Company of the redemption price pursuant to
         this Article V as set forth in the following paragraph.
 
         The redemption price of each share of Common Stock called for
         redemption shall be:
 
                  (a) the average daily per share composite closing sales
         price if the shares of the Company are listed on a national securities
         exchange, and if the shares are not so listed shall be the mean between
         the average per share closing bid prices and the average per share
         closing asked prices, in each case during the twenty (20) trading day
         period ending on the business day prior to the redemption date, or
 
                  (b) if there have been no sales on a national
         securities exchange and no published bid quotations and no published
         asked quotations with respect to shares of the Company during such
         twenty (20) trading day period, the redemption price shall be the price
         determined in good faith by the Board of Directors.
 
                  In order to assure further that ownership of the shares of
         Common Stock of the Company does not become concentrated
 
 
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         so as to cause the Company to fail to qualify or to be disqualified as
         a REIT, any transfer of shares that would prevent the Company from
         continuing to be qualified as a REIT under the Code, including any
         attempt to effect a transfer that was prohibited by the Board of
         Directors under Section 6 of Paragraph (D) of this Article V, shall be
         void ab initio and the intended transferee of such shares shall be
         deemed never to have had any legal or equitable interest therein. If
         the foregoing provision is determined to be void and invalid by virtue
         of any legal decision, statute, rule, or regulation, then the
         transferee of such shares of Common Stock shall be deemed, at the
         option of the Company, to have acted as agent on behalf of the Company
         in acquiring such shares of Common Stock and to hold such shares of
         Common Stock on behalf of the Company. A conspicuous legend noting the
         restrictions on transfer set forth in these Articles of Incorporation
         shall be placed on each certificate evidencing ownership of shares of
         Common Stock of the Company.
 
                  5. Notwithstanding any other provision of these Articles of
         Incorporation or the By-Laws to the contrary, any purported acquisition
         of shares of Common Stock of the Company which results in the
         disqualification of the Company as a REIT under the Code shall be null
         and void. All contracts for the sale or other transfer of shares of
         Common Stock shall be subject to this provision.
 
                  6. The Limit set forth in Section 3 of this Article V shall
         not apply to acquisitions of shares of Common Stock pursuant to a cash
         tender offer made for all outstanding shares of Common Stock of the
         Company (including securities convertible into shares of Common Stock)
         in conformity with applicable federal and state securities laws where
         two-thirds (2/3) of the outstanding shares of Common Stock (not
         including shares of Common Stock or securities convertible into shares
         of Common Stock held by the tender offerer and/or any "affiliates" or
         "associates" thereof within the meaning of the Securities Exchange Act
         of 1934, as amended) are duly tendered and accepted pursuant to the
         cash tender offer; nor shall the limit apply to the acquisition of
         shares of Common Stock by an underwriter in a public offering of shares
         of Common Stock, or in any transaction involving the issuance of shares
         of Common Stock by the Company in which the Board of Directors
         determines that the underwriter or other person or party initially
         acquiring such shares of Common Stock will make a timely distribution
         of such shares of Common Stock to or among other holders such that,
         following such distribution, none of such shares of Common Stock will
         be Excess Shares. The Board of Directors in its discretion may exempt
         from the Limit
 
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         ownership of certain designated shares of Common Stock while owned by a
         Person who has provided the Company with evidence and assurances
         acceptable to the Board of Directors that the qualification of the
         Company as a REIT would not be jeopardized thereby.
 
                  7. As used in this Article V the word "Person" shall mean and
         include individuals, corporations, limited partnerships, general
         partnerships, joint stock companies or associations, joint venturers,
         companies, trusts, banks, trust companies, land trusts, business
         trusts, estates, or other entities and governments and agencies and
         political subdivisions thereof and also includes a group as that term
         is used for purposes of Section 13(d)(3) of the Securities Exchange Act
         of 1934, as amended.
 
                  8. Nothing contained in this Article V or in any other
         provision of these Articles of Incorporation shall limit the authority
         of the Board of Directors to take such other action as it deems
         necessary or advisable to protect the Company and the interests of the
         stockholders by preserving the Company's qualification as a REIT under
         the Code.
 
                  9. If any provision of this Article V or any application of
         any such provision is determined to be invalid by any court having
         jurisdiction over the issues, the validity of the remaining provisions
         shall not be affected and other applications of such provision shall be
         affected only to the extent necessary to comply with the determination
         of such court. To the extent this Article V may be inconsistent with
         any other provision of these Articles of Incorporation or the By-Laws,
         this Article V shall be controlling.
 
                  10. While nothing contained herein shall in any way limit the
         powers of the Board of Directors, neither the exercise of such power
         nor the provisions of subsections 5. and/or 8. of this Section (D)
         shall preclude the settlement of any transaction entered into through
         the facilities of the New York Stock Exchange.
 
                             ARTICLE VI - MANAGEMENT
 
         The following provisions shall apply to the management of the business
and to the conduct of the affairs of the Company and its directors, officers,
and stockholders:
 
         (A)      Further Powers of the Board of Directors.
 
                  1. In furtherance and not in limitation of the powers
         conferred by statute, the Board of Directors is expressly
 
 
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         authorized to do the following:
 
                           (a) To make, adopt, alter, amend, and repeal any of
                  the By-Laws to the extent provided in the By-Laws; provided
                  that the stockholders may make, adopt, alter, amend, and
                  repeal any of the By-Laws;
 
                           (b) To cause the redemption by the Company of shares
                  of the Company's Common Stock, and to restrict the transfer of
                  shares of Common Stock in the manner provided for in these
                  Articles of Incorporation and the By-Laws;
 
                           (c) To authorize, subject as may be required by any
                  applicable governmental statute, rule, or regulation, or as
                  provided in the By-Laws for stockholder approval and other
                  conditions, if any, the execution and performance by the
                  Company of one or more agreements with any person,
                  corporation, association, company, trust, partnership (limited
                  or general), or other organization whereby, subject to the
                  supervision and control of the Board of Directors, any such
                  other person, corporation, association, company, trust,
                  partnership (limited or general), or other organization shall
                  render or make available to the Company, managerial,
                  investment advisory, and/or related services and facilities
                  (including, if deemed advisable by the Board of Directors, the
                  management or supervision of the investments of the Company)
                  upon such terms and conditions as may be provided in such
                  agreement or agreements (including, if deemed fair and
                  reasonable by the Board of Directors, the compensation payable
                  thereunder by the Company);
 
                           (d) To authorize any agreement of the character
                  described in Section 1(c) of this Paragraph (A) of this
                  Article VI or other transaction with any person, corporation,
                  association, company, trust, partnership (limited or general),
                  or other organization, even though one or more of the members
                  of the Board of Directors or officers of the Company may be
                  the other party to any such agreement or an officer, director,
                  stockholder, or member of such other party, and no such
                  agreement or transaction shall be invalidated or rendered
                  voidable solely by reason of the existence of any such
                  relationship if (i) the existence is disclosed or known to:
                  (x) the Board of Directors, and the Board of Directors
                  authorizes, approves, or ratifies the agreement or transaction
                  by the affirmative vote of a majority of the disinterested
                  directors, even if the disinterested directors constitute less
                  than a quorum; or (y) the stockholders of the Company entitled
                  to
 
 
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                  vote, and the agreement or transaction is authorized,
                  approved, or ratified by a majority of votes cast by such
                  stockholders without regard to the votes of shares owned of
                  record or beneficially by the interested director or such
                  other party; or (ii) the contract is fair and reasonable to
                  the Company. Provided the disclosure, ratification, or
                  fairness provisions of this subparagraph are satisfied, any
                  member of the Board of Directors who is also a director or
                  officer of such other party or who is so interested or
                  associated with such other party may be counted in determining
                  the existence of a quorum at any meeting of the Board of
                  Directors which shall authorize any such agreement or
                  transaction, and may vote thereat to authorize any such
                  agreement or transaction, as if the director were not such
                  director or officer of such other party or not so interested
                  or so associated;
 
                           (e) To allot and authorize the issuance of the
                  authorized but unissued shares of Common Stock of the Company
                  for such consideration as the Board of Directors may deem
                  advisable, subject to such limitations as may be set forth in
                  these Articles of Incorporation or the By-Laws of the Company;
                  and
 
                           (f) To authorize the issuance and fix the terms,
                  conditions, and provisions of options to purchase and
                  subscribe for shares of Common Stock of the Company, including
                  the option price or prices for which shares of Common Stock of
                  the Company may be purchased or subscribed.
 
                  2.       The determination as to any of the following matters
         made by or pursuant to the direction of the Board of Directors
         consistent with these Articles of Incorporation and in the absence of
         willful misfeasance, bad faith, gross negligence, or reckless disregard
         of duties, shall be final and conclusive and shall be binding upon the
         Company and every holder of the shares of its Common Stock: (a) the
         amount of net income of the Company for any period and the amount of
         assets at any time legally available for the payment of dividends; (b)
         the amount of paid-in surplus, other surplus, annual or other net
         profit, or net assets in excess of capital, undivided profits, or
         excess of profits over losses on sales of assets; (c) the amount,
         purpose, time of creation, increase or decrease, alteration, or
         cancellation of any reserves or charges and the propriety thereof
         (whether or not any obligation or liability for which such reserves or
         charges shall have been created shall have been paid or discharged);
         (d) the fair values, or any sale, bid or asked price to be applied in
         determining the fair value, of any asset owned or held by the Company;
         and
 
 
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         (e) any matter relating to the acquisition, holding, and disposition of
         any assets by the Company.
 
                  3. The enumeration and definition of particular powers of the
         Board of Directors included in this Article VI shall in no way be
         limited or restricted by reference to or inference from the terms of
         any other clause of this or any other Article of these Articles of
         Incorporation, or construed as or deemed by inference or otherwise in
         any manner to exclude or limit the powers conferred upon the Board of
         Directors under the Florida Business Corporation Act of the State of
         Florida as now or hereafter in force.
 
                            ARTICLE VII - AMENDMENTS
 
         The Company reserves the right to make any amendments to its Articles
of Incorporation which may be now or hereafter authorized by law, including any
amendments changing the terms or contract rights of any of its outstanding stock
by classification, reclassification, or otherwise, provided such amendment shall
have been authorized by the affirmative vote of a majority of the aggregate
number of shares entitled to vote thereon at a meeting of the stockholders of
the Company or in writing by the stockholders of the Company with or without a
meeting. All rights and powers conferred by these Articles of Incorporation on
stockholders, directors, and officers are granted subject to this reservation.
 
                         ARTICLE VIII - INDEMNIFICATION
 
         The Company shall indemnify each of its officers and directors to the
fullest extent permitted by the Florida Business Corporation Act as now or
hereafter in force, including the advance of expenses and reasonable counsel
fees.
 
                              ARTICLE IX - CONFLICT
 
         The officers and directors of the Company may without restriction make
real estate investments for their own account or for the account of others, and
the directors are not required to bring to the Company's attention investment
opportunities meeting the Company's investment criteria. The directors of the
Company are not prohibited from engaging in the same activities or lines of
business as the Company.
 
                              ARTICLE X - LIABILITY
 
         The liability of the directors and officers of the Company to the
Company or its stockholders for money damages shall be limited to the maximum
extent that the liability of directors and
 
 
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officers of corporations organized and existing under the laws of the State of
Florida is permitted to be limited by Florida law, including the Florida
Business Corporation Act, as now or hereafter in effect. Neither the amendment
nor repeal of this Article, nor the adoption of any provision of the Articles of
Incorporation or By-Laws inconsistent with this Article, shall apply to or
affect in any respect the applicability of the preceding sentence with respect
to any act or failure to act which occurred prior to such amendment, repeal or
adoption.
 
                       ARTICLE XI - ACTION BY SHAREHOLDERS
 
         Actions shall be taken by the shareholders of the Company only at
annual or special meetings of shareholders, and shareholders may not act by
written consent.
 
 
         IN WITNESS WHEREOF, the undersigned Chief Executive Officer of Koger
Equity, Inc. has executed these Amended and Restated Articles of Incorporation
this 18th day of May, 2000.
 
 
                                                   KOGER EQUITY, INC.
 
 
                                                   By:   /Thomas J. Crocker
                                                      --------------------------
                                                        Thomas J. Crocker
                                                        Chief Executive Officer

 

 

 

                      ARTICLES OF AMENDMENT AND RESTATEMENT
                                     of the
                            ARTICLES OF INCORPORATION
                                       OF
                               KOGER EQUITY, INC.
 
         1.       These Articles of Amendment amend and restate the Amended and
Restated Articles of Incorporation of Koger Equity, Inc.
 
         2.       The Amended and Restated Articles of Incorporation of Koger
Equity, Inc. are hereby amended to add a new subsection 10. to Section (D) of
Article V to read as follows:
 
                  10. While nothing contained herein shall in any way limit the
         powers of the Board of Directors, neither the exercise of such power
         nor the provisions of subsections 5. and/or 8. of this Section (D)
         shall preclude the settlement of any transaction entered into through
         the facilities of the New York Stock Exchange.
 
         3.       This amendment was voted on by shareholders at their meeting
on May 18, 2000, and the number of votes cast for the amendment by the
shareholders was sufficient for approval of the amendment.
 
         4.       The new Amended and Restated Articles of Incorporation of
Koger Equity, Inc. are attached hereto as Exhibit A and, by this reference, made
a part hereof.
 
 
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         IN WITNESS WHEREOF, the undersigned Chairman of the Board and the
Secretary of this Corporation have executed these Articles of Amendment, this
18th day of May, 2000.
 
                                    KOGER EQUITY, INC.
 
 
Attest:
 
 
 
    /s/ W. Lawrence Jenkins            /s/ Thomas J. Crocker
------------------------------      --------------------------------
W. Lawrence Jenkins                 Thomas J. Crocker
Secretary                           Chief Executive Officer