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                                                                     EXHIBIT 3.2

                            ARBOR REALTY TRUST, INC.

                             ARTICLES SUPPLEMENTARY

                  Arbor Realty Trust, Inc., a Maryland corporation (the
"Corporation"), hereby certifies to the State Department of Assessments and
Taxation of Maryland that:

                  FIRST: Under a power contained in Section 6.3 of Article VI of
the charter of the Corporation (the "Charter"), the Board of Directors of the
Corporation (the "Board of Directors"), by unanimous written consent dated June
30, 2003, reclassified and designated 5,000,000 shares of Preferred Stock (as
defined in the Charter) as 5,000,000 shares (the "Shares") of Special Voting
Preferred Stock, $.01 par value per share, with the voting powers, restrictions,
limitations as to dividends and other distributions, qualifications and terms
and conditions of redemption as set forth as follows, which upon any restatement
of the Charter shall be made part of Article VI of the Charter, with any
necessary or appropriate changes to the enumeration or lettering of sections or
subsections hereof.

1.       Designation and Amount.

         The shares of such class shall be designated as "Special Voting
Preferred Stock" and the number of shares constituting such class shall be
5,000,000. Such number of shares may be increased or decreased by resolution of
the Board of Directors and filing of articles supplementary in accordance with
the Maryland General Corporation Law stating that such increase or decrease has
been so authorized; provided, however, that no decrease shall reduce the number
of shares of Special Voting Preferred Stock to a number less than the number of
shares of Special Voting Preferred Stock then outstanding.

2.       Definitions.

                  For purposes of the Special Voting Preferred Stock, the
following terms shall have the meanings indicated:

                  "ACM" shall mean Arbor Commercial Mortgage, LLC, a New York
limited liability company, and any successor thereof.

                  "Adjustment Factor" shall have the meaning assigned to such
term in the Partnership Agreement and initially shall be one.

                  "Affiliate" shall mean a Person that directly, or indirectly
through one or more intermediaries, controls or is controlled by, or is under
common control with, the Person specified.

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                  "Board of Directors" shall mean the Board of Directors of the
Corporation or any committee authorized by such Board of Directors to perform
any of its responsibilities with respect to the Special Voting Preferred Stock.

                  "Common Stock" shall mean the Common Stock, $.01 par value per
share, of the Corporation.

                  "Operating Partnership" shall mean Arbor Realty Limited
Partnership, a Delaware limited partnership, and any successor thereof.

                  "Pairing Agreement" shall mean the Pairing Agreement, dated as
of the date hereof, by and among the Corporation, Arbor Realty LPOP, Inc, Arbor
Realty GPOP, Inc., ACM and the Operating Partnership, as may be amended from
time to time.

                  "Partnership Agreement" shall mean the Agreement of Limited
Partnership of the Operating Partnership, as the same may be amended from time
to time.

                  "Partnership Common Units" shall have the meaning set forth in
the Partnership Agreement.

                  "Person" shall mean an individual or a corporation,
partnership, trust, unincorporated organization, association, limited liability
company or other entity.

                  "Preferred Stock" shall mean the Preferred Stock, $.01 par
value per share, of the Corporation.

                  "UPREIT Combination Transaction" shall mean any consolidation,
merger, combination or other transaction consummated by the Corporation in
connection with which the holders of Partnership Common Units will either (i)
continue to hold Partnership Common Units or (ii) will have their Partnership
Common Units converted or changed into or exchanged for partnership interests
and/or other securities of another operating partnership in an UPREIT structure.

3.       Dividends and Distributions.

                  Except as set forth in Section 7 hereof, the holders of shares
of Special Voting Preferred Stock shall not be entitled to any regular or
special dividend payments. Without limiting the foregoing, the holders of shares
of Special Voting Preferred Stock shall not be entitled to any dividends or
other distributions declared or paid with respect to the shares of Common Stock
or any other stock of the Corporation.

4.       Voting Rights.

                  With respect to all matters submitted to a vote of the
stockholders of the

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Corporation, each share of Special Voting Preferred Stock shall entitle the
holder thereof to a number of votes equal to the Adjustment Factor in effect on
the record date for determining the holders of stock of the Corporation entitled
to vote on such matter. The holders of shares of Special Voting Preferred Stock
shall vote collectively with the holders of shares of Common Stock as one class
on all matters submitted to a vote of stockholders of the Corporation, and,
except as expressly set forth in Section 9 hereof, the holders of shares of
Special Voting Preferred Stock shall have no other voting rights, as a separate
class or other otherwise, including any rights to vote as a class with respect
to any extraordinary corporate action such as a merger, consolidation,
dissolution, liquidation or the like.

5.       Pairing.

         The Corporation shall not issue or agree to issue any shares of Special
Voting Preferred Stock to any Person unless effective provision has been made
for the simultaneous issuance by the Operating Partnership to the same Person of
the same number of Partnership Common Units, and for the pairing of such shares
of Special Voting Preferred Stock and Partnership Common Units in accordance
with the Pairing Agreement. Until the limitation on transfer provided for in
Section 1 of the Pairing Agreement shall be terminated in accordance with the
terms of the Pairing Agreement:

         a.       No share of Special Voting Preferred Stock shall be
                  transferable, and no such share shall be transferred on the
                  stock transfer books of the Corporation, except in accordance
                  with the provisions of the Pairing Agreement.

         b.       A legend shall be placed on the face of each certificate
                  representing ownership of shares of Special Voting Preferred
                  Stock referring to the restriction on transfer set forth
                  herein and in the Pairing Agreement.

6.       Reacquired Shares.

                  Any shares of Special Voting Preferred Stock redeemed,
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be cancelled automatically, shall cease to be outstanding and shall become
authorized but unissued shares of Special Voting Preferred Stock, and the former
holder or holders thereof shall have no further rights (hereunder or otherwise)
with respect to such shares (except as provided in Section 8 hereof). Any shares
of Special Voting Preferred Stock that are cancelled in accordance with the
preceding sentence may be reissued or reclassified by the Corporation in
accordance with the applicable provisions of the Charter.

7.       Liquidation, Dissolution or Winding Up.

                  In the event of any liquidation, dissolution or winding up of
the affairs of the Corporation, whether voluntary or involuntary, before any
assets of the Corporation shall be distributed, paid or set aside for the
holders of any equity securities ranking junior to the Special

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Voting Preferred Stock as to the distribution of assets upon liquidation,
dissolution or winding up of the Corporation, the Corporation shall pay to the
holders of shares of Special Voting Preferred Stock $.01 per share of Special
Voting Preferred Stock. For the purposes of this Section 7, (i) a consolidation
or merger of the Corporation with one or more entities, (ii) a sale or transfer
of all or substantially all of the Corporation's assets, or (iii) a statutory
share exchange shall not be deemed to be a liquidation, dissolution or winding
up, voluntary or involuntary, of the Corporation.

8.       Cancellation and Redemption.

                  (a) In the event that the Operating Partnership is party to
any consolidation, merger, combination or other transaction, other than in
connection with an UPREIT Combination Transaction, pursuant to which the
Partnership Common Units are converted or changed into or exchanged for stock
and/or other securities of any other entity and/or cash or any other property,
then in any such case the shares of Special Voting Preferred Stock shall be
concurrently redeemed by the Corporation, out of assets legally available
therefor from the distribution received by the Corporation pursuant to Section
4.a of the Pairing Agreement, at a redemption price payable in cash equal to
$.01 per share of Special Voting Preferred Stock, shall be cancelled
automatically and cease to be outstanding and shall become authorized but
unissued shares of Special Voting Preferred Stock as contemplated by Section 6
above, and thereafter the former holders thereof shall have no further rights
(hereunder or otherwise) with respect to such shares (except the rights to
receive the cash payable upon such redemption, without interest thereon, upon
surrender and endorsement of their certificates if so required).

                  (b) If at any time any Qualifying Person (as defined in the
Partnership Agreement) elects to have redeemed, pursuant to Section 8.6 of the
Partnership Agreement, any Partnership Common Unit that is paired with a share
of Special Voting Preferred Stock and such Partnership Common Unit is redeemed
by the Operating Partnership under Section 8.6.A of the Partnership Agreement,
then concurrently with the redemption by the Operating Partnership of any such
Partnership Common Units in accordance with the terms and conditions of the
Partnership Agreement, the shares of Special Voting Preferred Stock paired with
the Partnership Common Units being so redeemed shall be concurrently redeemed by
the Corporation, out of assets legally available therefor from the distribution
received by the Corporation pursuant to Section 4.a of the Pairing Agreement, at
a redemption price payable in cash equal to $.01 per share of Special Voting
Preferred Stock, shall be cancelled automatically and cease to be outstanding
and shall become authorized but unissued shares of Special Voting Preferred
Stock as contemplated by Section 6 above, and thereafter the former holders
thereof shall have no further rights (hereunder or otherwise) with respect to
such shares (except the rights to receive the cash payable upon such redemption,
without interest thereon, upon surrender and endorsement of their certificates
if so required).

                  (c) If at any time any Qualifying Person elects to have
redeemed, pursuant to Section 8.6 of the Partnership Agreement, any Partnership
Common Unit that is paired with a share of Special Voting Preferred Stock and
the Corporation exercises its rights under Section

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8.6.B of the Partnership Agreement to acquire any or all of such Partnership
Common Units in exchange for shares of Common Stock, then concurrently with the
acquisition by the Corporation of any such Partnership Common Units in exchange
for shares of Common Stock in accordance with the terms and conditions of the
Partnership Agreement, the shares of Special Voting Preferred Stock paired with
the Partnership Common Units being so acquired shall be concurrently redeemed by
the Corporation, out of assets legally available therefor from the distribution
received by the Corporation pursuant to Section 4.a of the Pairing Agreement, at
a redemption price payable in cash equal to $.01 per share of Special Voting
Preferred Stock, shall be cancelled automatically and cease to be outstanding
and shall become authorized but unissued shares of Special Voting Preferred
Stock as contemplated by Section 6 above, and thereafter the former holders
thereof shall have no further rights (hereunder or otherwise) with respect to
such shares (except the rights to receive the cash payable upon such redemption,
without interest thereon, upon surrender and endorsement of their certificates
if so required).

9.       Amendments and Mergers.

                  The Charter shall not be amended in any manner that would
materially alter or change the powers, preferences or special rights of the
Special Voting Preferred Stock, as set forth herein, so as to affect them
adversely without the affirmative vote of the holders of at least a majority of
the outstanding shares of Special Voting Preferred Stock, voting separately as a
class; provided, however, that the amendment of the provisions of the Charter so
as to authorize or create, or to increase the authorized amount of, any equity
securities of the Corporation shall not be deemed to materially and adversely
affect the preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends and other distributions,
qualifications and terms and conditions of redemption of the Special Voting
Preferred Stock.

                  The Corporation shall not consummate any UPREIT Combination
Transaction without the affirmative vote of the holders of at least a majority
of the outstanding shares of Special Voting Preferred Stock, voting separately
as a class, unless (i) the Corporation is the surviving entity, or (ii) in
connection with any UPREIT Combination Transaction in which the Corporation is
not the surviving entity if, as result of the merger or consolidation, the
holders of Special Voting Preferred Stock receive shares of stock or beneficial
interest or other equity securities with preferences, rights and privileges not
materially inferior to the preferences, rights and privileges of the Special
Voting Preferred Stock.

10.      Fractional Shares.

                  Special Voting Preferred Stock may be issued in fractions of a
share which shall entitle the holder, in proportion to such holder's fractional
share, to exercise voting rights and to have the benefit of all other rights of
holders of Special Voting Preferred Stock.

                  SECOND: The Shares have been reclassified and designated by
the Board of Directors under the authority contained in the Charter.

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                  THIRD: These Articles Supplementary have been approved by the
Board of Directors in the manner and by the vote required by law.

                  FOURTH: The undersigned President of the Corporation
acknowledges these Articles Supplementary to be the corporate act of the
Corporation and, as to all matters or facts required to be verified under oath,
the undersigned President acknowledges that, to the best of his knowledge,
information and belief, these matters and facts are true in all material
respects and that this statement is made under the penalties for perjury.

                            [SIGNATURE PAGE FOLLOWS]

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                  IN WITNESS WHEREOF, the Corporation has caused these Articles
Supplementary to be executed under seal in its name and on its behalf by its
President, and attested to by its Secretary, on this 1st day of July, 2003.

                                            ARBOR REALTY TRUST, INC.

                                            By: /s/ Ivan Kaufman    (SEAL)
                                                --------------------------
                                                Name: Ivan Kaufman
                                                Title: President

ATTEST:

/s/ Frederick C. Herbst
----------------------------
Name: Frederick C. Herbst
Title: Secretary

