CORNERSTONE REALTY INCOME TRUST INC
EXHIBIT 10.5
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<TYPE>EX-10.5
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<FILENAME>0006.txt
<DESCRIPTION>EXHIBIT 10.5
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                                                                    EXHIBIT 10.5

                               CRIT SPECIAL, INC.

                                     BYLAWS


                                    ARTICLE I
                            MEETINGS OF SHAREHOLDERS

         1.1      PLACE AND TIME OF MEETINGS.  Meetings of shareholders shall be
held at such place,  either within or without the Commonwealth of Virginia,  and
at such time,  as may be provided  in the notice of the meeting and  approved by
the President or the Board of Directors.

         1.2      ANNUAL MEETING.  The annual meeting of shareholders,  shall be
held on the second  Tuesday in August of each year,  or on such date,  as may be
designated  by  resolution  of the Board of Directors  from time to time for the
purpose of electing directors and conducting such other business as may properly
come before the meeting.

         1.3      SPECIAL MEETINGS.  Special meetings of the shareholders may be
called by the  President  or the Board of  Directors  and shall be called by the
Secretary upon demand of  shareholders  as required by law. Only business within
the  purpose  or  purposes  described  in the  notice  for a special  meeting of
shareholders may be conducted at the meeting.

         1.4      RECORD DATES.  The Board of Directors  may fix, in advance,  a
record date to make a determination of shareholders entitled to notice of, or to
vote at,  any  meeting  of  shareholders,  to receive  any  dividend  or for any
purpose,  such date to be not more than  seventy (70) days before the meeting or
action requiring a determination of shareholders.  If no such record date is set
then the record  date shall be the close of  business on the day before the date
on which the first notice is given.

         When a determination of shareholders  entitled to notice of, or to vote
at, any  meeting of  shareholders  has been made,  such  determination  shall be
effective for any adjournment of the meeting unless the Board of Directors fixes
a new record date,  which it shall do if the meeting is adjourned to a date more
than one  hundred  twenty  (120)  days  after the date  fixed  for the  original
meeting.

         1.5      NOTICE OF MEETINGS.  Written notice stating the place, day and
hour of each  meeting of  shareholders  and, in case of a special  meeting,  the
purpose or  purposes  for which the  meeting is called,  shall be given not less
than ten (10) nor more than sixty (60) days before the



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date of the meeting (except when a different time is required in these Bylaws or
by law) either personally or by mail, courier,  facsimile,  email, or other form
of wire or wireless  communication,  to each  shareholder of record  entitled to
vote at such  meeting.  Each such notice shall be deemed  effective  on: (a) the
fifth (5th)  business day after being mailed by United  States  certified  mail,
return receipt requested,  postage prepaid;  (b) the day when delivered by hand;
(c) the first  business  day after  being  deposited  with a national  overnight
courier; or (d) the day when transmitted by facsimile or email with confirmation
of receipt or successful transmission.

         If a meeting is adjourned to a different  date,  time or place,  notice
need not be given if the new date,  time or place is  announced  at the  meeting
before  adjournment.  However,  if a new record date for an adjourned meeting is
fixed,  notice of the adjourned meeting shall be given to shareholders as of the
new record date, unless a court of competent jurisdiction provides otherwise.

         1.6      WAIVER OF NOTICE.  A shareholder may waive any notice required
by law, the Articles of  Incorporation  or these Bylaws before or after the date
and time of the meeting that is the subject of such notice.  The waiver shall be
in  writing,  be  signed  by the  shareholder  entitled  to the  notice,  and be
delivered to the  Secretary of the  Corporation  for inclusion in the minutes or
filing with the corporate records.

         A shareholder who attends a meeting waives any objection (a) to lack of
notice or  defective  notice  of the  meeting,  unless  the  shareholder  at the
beginning of the meeting objects to holding the meeting or transacting  business
at the meeting,  and (b) to consideration of a particular  matter at the meeting
that is not within the purpose or  purposes  described  in the  meeting  notice,
unless the shareholder objects to considering the matter when it is presented.

         1.7      QUORUM AND VOTING  REQUIREMENTS.  Unless otherwise required by
law, a  majority  of the votes  entitled  to be cast on a matter  constitutes  a
quorum for action on that matter. Once a share is represented for any purpose at
a meeting,  it is deemed  present for quorum  purposes for the  remainder of the
meeting and for any  adjournment  of that meeting unless a new record date is or
shall be set for that adjourned meeting. If a quorum exists, action on a matter,
other than the election of directors, is approved if the votes cast favoring the
action  exceed the votes cast  opposing the action,  unless a greater  number of
affirmative votes is required by law.  Directors shall be elected by a plurality
of the votes cast by the shares entitled


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to vote in the  election at a meeting at which a quorum is present.  Less than a
quorum may adjourn a meeting.

         1.8      ACTION  WITHOUT  MEETING.  Action  required or permitted to be
taken at a meeting  of the  shareholders  may be taken  without  a  meeting  and
without  action  by the  Board of  Directors  if the  action is taken by all the
shareholders  entitled to vote on the action.  The action  shall be evidenced by
one or more written  consents  describing  the action  taken,  signed by all the
shareholders  and delivered to the Secretary of the Corporation for inclusion in
the minutes or filing with the  corporate  records.  Action  taken by  unanimous
consent  shall be effective  according to its terms when all consents are in the
possession  of  the  Corporation,  unless  the  consent  specifies  a  different
effective  date,  in which event the action  taken shall be  effective as of the
date specified therein provided that the consent states the date of execution by
each  shareholder.  A  shareholder  may withdraw a consent only by  delivering a
written  notice  of  withdrawal  to the  Corporation  prior to the time that all
consents are in the possession of the Corporation.

         If not  otherwise  fixed  pursuant to the  provisions  of Section,  the
record date for  determining  shareholders  entitled  to take  action  without a
meeting is the date the first  shareholder  signs the consent  described  in the
preceding paragraph.

                                   ARTICLE II
                                    DIRECTORS

         2.1      GENERAL  POWERS.   The  Corporation  shall  have  a  Board  of
Directors. All corporate powers shall be exercised by or under the authority of,
and the business and affairs of the Corporation  managed under the direction of,
its Board of Directors,  subject to any  limitation set forth in the Articles of
Incorporation.  Notwithstanding  any  provision of these Bylaws to the contrary,
the   Corporation   shall  comply  with  all   provisions  of  its  Articles  of
Incorporation  regarding  the  Board  of  Directors,  including  any  provisions
relating to the composition thereof or approval thereby.

         2.2      NUMBER,  TERM AND  ELECTION.  The number of  directors  of the
Corporation  shall be a minimum of one (1) and a maximum of five (5). The number
of directors  may be fixed or changed from time to time,  within the minimum and
the maximum, by the shareholders or by the Board of



                                      -3-
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Directors.  Only the  shareholders may change the range of the size of the Board
of Directors or determine  whether the Board of Directors  shall have a fixed or
variable  size.  No decrease in number shall have the effect of  shortening  the
term of any incumbent director. Each director shall hold office until his death,
resignation, retirement or removal, or until his successor is elected.

         Except as provided in Section 2.3 of this Article, the directors (other
than initial  directors) shall be elected by the holders of the Common Shares at
the annual meeting of  shareholders,  and those persons who receive the greatest
number of votes  shall be  deemed  elected  even  though  they do not  receive a
majority  of the  votes  cast.  No  individual  shall be named or  elected  as a
director without his prior consent.

         2.3      REMOVAL AND VACANCIES. The shareholders may remove one or more
directors,  with or  without  cause,  if the  number of votes cast to remove him
constitutes  a  majority  of the votes  entitled  to be cast at an  election  of
directors.  A  director  may be removed  by the  shareholders  only at a meeting
called for the  purpose of removing  him and the meeting  notice must state that
the purpose, or one of the purposes of the meeting, is removal of the director.

         A vacancy on the Board of Directors, including a vacancy resulting from
the  removal of a director or an  increase  in the number of  directors,  may be
filled  by (a)  the  shareholders,  (b)  the  Board  of  Directors  or  (c)  the
affirmative  vote of a majority of the  remaining  directors  though less than a
quorum of the Board of  Directors,  and may, in the case of a  resignation  that
will become  effective at a specified  later date,  be filled before the vacancy
occurs but the new director may not take office until the vacancy occurs.

         2.4      ANNUAL AND REGULAR MEETINGS. An annual meeting of the Board of
Directors,   which  shall  be  considered  a  regular  meeting,  shall  be  held
immediately  following each annual meeting of  shareholders,  for the purpose of
electing  officers  and  carrying on such other  business as may  properly  come
before  the  meeting.  The  Board of  Directors  may also  adopt a  schedule  of
additional meetings which shall be considered regular meetings. Regular meetings
shall  be  held  at such  times  and at  such  places,  within  or  without  the
Commonwealth  of Virginia,  as the  President  or the Board of  Directors  shall
designate from time to time. If no place is designated,  regular  meetings shall
be held at the principal office of the Corporation.

         2.5      SPECIAL  MEETINGS.  Special meetings of the Board of Directors
may  be  called  by  the  President  or a  majority  of  the  directors  of  the
Corporation,  and  shall be held at such  times  and at such  places,  within or
without  the  Commonwealth  of  Virginia,  as the person or persons  calling



                                      -4-
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the meetings shall designate.  If no such place is designated in the notice of a
meeting, it shall be held at the principal office of the Corporation.

         2.6      NOTICE  OF  MEETINGS.  No  notice  need be  given  of  regular
meetings of the Board of Directors.

         Notices of special meetings of the Board of Directors shall be given to
each  director in person or delivered to his  residence or business  address (or
such other place as he may have  directed in writing) not less than  twenty-four
(24) hours before the meeting by mail, courier,  facsimile, email, or other form
of wire or wireless communication or by telephoning such notice to him. Any such
notice  shall set forth the time and place of the  meeting and state the purpose
for which it is called.

         2.7      WAIVER OF NOTICE;  ATTENDANCE AT MEETING. A director may waive
any notice  required by law,  the  Articles of  Incorporation,  or these  Bylaws
before or after the date and time stated in the notice, and such waiver shall be
equivalent  to the  giving  of such  notice.  Except  as  provided  in the  next
paragraph  of this  section,  the  waiver  shall be in  writing,  signed  by the
director entitled to the notice and filed with the minutes or corporate records.

         A director who attends or participates at a meeting waives any required
notice to him of the  meeting  unless  the  director,  at the  beginning  of the
meeting  or  promptly  upon his  arrival,  objects  to  holding  the  meeting or
transacting  business at the meeting and does not thereafter vote for, or assent
to, action taken at the meeting.

         2.8      QUORUM; VOTING. A majority of the number of directors fixed in
these Bylaws  shall  constitute  a quorum for the  transaction  of business at a
meeting of the Board of Directors.  If a quorum is present when a vote is taken,
the  affirmative  vote of a majority of the directors  present is the act of the
Board of  Directors.  A  director  who is  present  at a meeting of the Board of
Directors  or a committee  of the Board of Directors  when  corporate  action is
taken is deemed to have  assented to the action  taken  unless (a) he objects at
the  beginning of the meeting,  or promptly  upon his arrival,  to holding it or
transacting  specified  business at the  meeting;  or (b) he votes  against,  or
abstains from, the action taken.

         2.9      TELEPHONIC MEETINGS.  The Board of Directors may permit any or
all directors to participate in a regular or special  meeting by, or conduct the
meeting  through the use of, any means of  communication  by which all directors
participating may simultaneously  hear each other



                                      -5-
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during  the  meeting.  A  director  participating  in a meeting by this means is
deemed to be present in person at the meeting.

         2.10     ACTION  WITHOUT  MEETING.  Action  required or permitted to be
taken at a meeting of the Board of Directors  may be taken  without a meeting if
the action is taken by all members of the Board.  The action  shall be evidenced
by one or more  written  consents  stating  the  action  taken,  signed  by each
director either before or after the action taken, and included in the minutes or
filed with the corporate records reflecting the action taken. Action taken under
this section shall be effective  when the last director signs the consent unless
the  consent  specifies a different  effective  date,  in which event the action
taken is effective as of the date specified  therein provided the consent states
the date of execution by each director.

         2.11     COMPENSATION.  The Board of Directors may fix the compensation
of directors and may provide for the payment of all expenses incurred by them in
attending meetings of the Board of Directors.

                                   ARTICLE III
                                    OFFICERS

         3.1      OFFICERS. The officers of the Corporation shall be a President
and a Secretary  and, in the  discretion of the Board of  Directors,  such other
officers as may be deemed necessary or advisable to carry on the business of the
Corporation. Any two or more offices may be held by the same person.

         3.2      ELECTION  AND TERM.  Officers  shall be  elected at the annual
meeting of the Board of Directors and may be elected at such other time or times
as the Board of  Directors  shall  determine.  They  shall hold  office,  unless
removed,  until the next annual meeting of the Board of Directors or until their
successors  are elected.  Any officer may resign at any time upon written notice
to the Board of Directors,  and such resignation  shall be effective when notice
is delivered unless the notice specifies a later effective date.

         3.3      REMOVAL OF  OFFICERS.  The Board of  Directors  may remove any
officer at any time, with or without cause.

         3.4      DUTIES OF OFFICERS. The President shall be the chief executive
officer of the Corporation. He and the other officers shall have such powers and
duties as generally  pertain to their respective  offices as well as such powers
and  duties  as may be  delegated  to them  from  time to time by the  Board  of
Directors.  The President,  if present, shall be chairman of all meetings of the
shareholders and the Board of Directors, as well as any committee of which he is
a member.



                                      -6-
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                                   ARTICLE IV
                               SHARE CERTIFICATES

         4.1      FORM.  Shares of the  Corporation,  when  fully  paid,  may be
evidenced by certificates  containing such information as is required by law and
approved by the Board of Directors.  Any share  certificates  shall be signed by
the  President  and the Secretary and may (but need not) be sealed with the seal
of the  Corporation.  The seal of the Corporation and any or all signatures on a
share certificate may be facsimile. The validity of a share certificate that has
been duly signed by an officer of the  Corporation  shall not be affected in any
way in the event that such officer,  subsequent to such signature,  ceases to be
an officer of the Corporation.

         4.2      TRANSFER.   The  Board  of   Directors   may  make  rules  and
regulations  concerning  the issue,  registration  and transfer of  certificates
representing  the  shares of the  Corporation.  Transfers  of shares  and of the
certificates  representing  such  shares  shall be made  upon  the  books of the
Corporation  by  surrender  of  the   certificates   representing   such  shares
accompanied   by   written   assignments   given   by  the   owners   or   their
attorneys-in-fact.

         4.3      RESTRICTIONS ON TRANSFER. A lawful restriction on the transfer
or  registration  of  transfer  of shares is valid and  enforceable  against the
holder or a  transferee  of the  holder  if the  restriction  complies  with the
requirements  of law and its  existence is noted  conspicuously  on the front or
back of the certificate  representing the shares.  Unless so noted a restriction
is not enforceable against a person without knowledge of the restriction.

         4.4      LOST OR DESTROYED  SHARE  CERTIFICATES.  The  Corporation  may
issue a new share certificate in the place of any certificate theretofore issued
which is alleged to have been lost or  destroyed  and may  require  the owner of
such certificate,  or his legal representative,  to give the Corporation a bond,
with or without surety, or such other agreement,  undertaking or security as the
Board of Directors shall determine is appropriate,  to indemnify the Corporation
against any claim that may be made  against it on account of the alleged loss or
destruction or the issuance of any such new certificate.


                                      -7-
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                                    ARTICLE V
                            MISCELLANEOUS PROVISIONS

         5.1      CORPORATE SEAL. The corporate seal of the Corporation, if any,
shall be  circular  and shall  have  inscribed  thereon,  within  and around the
circumference the full name of the Corporation.  In the center shall be the word
"SEAL" or a substantially similar term.

         5.2      FISCAL  YEAR.  The  fiscal  year of the  Corporation  shall be
determined in the  discretion  of the Board of Directors,  but in the absence of
any such determination it shall be the calendar year.

         5.3      AMENDMENTS.  Except as otherwise provided by law, these Bylaws
may be amended or repealed, and new Bylaws may be made at any regular or special
meeting of the Board of Directors.  Bylaws made by the Board of Directors may be
repealed  or changed  and new Bylaws  may be made by the  shareholders,  and the
shareholders  may  prescribe  that any Bylaw made by them shall not be  altered,
amended or repealed by the Board of Directors.



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