ARTICLE V
BOARD OF TRUSTEES
The management of the business and the conduct of the affairs of the Trust shall be vested in its board of trustees (the “Board of Trustees”). The number of trustees is currently set at thirteen (13). The number of trustees may be increased or decreased by the trustees then in office from time to time; however, the total number of trustees shall be not less than one (1) and not more than fifteen (15). The trustees shall be elected every year at an annual meeting of shareholders. Subject to the rights of holders of one or more classes or series of preferred shares to elect or remove one or more trustees, a trustee may be removed for any reason by the affirmative vote of at least two-thirds of the votes entitled to be cast generally in the election of trustees.
ARTICLE VI
SHARES
The total number of common shares of beneficial interest of all classes which the Trust shall have authority to issue is 1,000 common shares, $0.01 par value per share, and having an aggregate par value of $10.00. The Board of Trustees, with the approval of a majority of the entire Board of Trustees and without any action by the shareholders of the Trust, may amend the declaration of trust of the Trust from time to time to increase or decrease the aggregate number of common shares or the number of shares of any class or series that the Trust has the authority to issue.
The Board of Trustees may authorize the issuance from time to time of shares of any class, whether now or hereafter authorized, or securities or rights convertible into shares of any class or series, whether now or hereafter authorized, for such consideration (whether in cash, property, past or future services, obligation for future payment or otherwise) as the Board of Trustees may deem advisable (or without consideration in the case of a share split or share dividend), subject to such restrictions or limitations, if any, as may be set forth in the declaration of trust or bylaws of the Trust.
ARTICLE VII
LIABILITY OF TRUSTEES AND OFFICERS
To the maximum extent that Maryland law in effect from time to time permits limitation of the liability of trustees and officers, no trustee or officer of the Trust shall be liable to the Trust or its shareholders for money damages. Neither the amendment nor repeal of this Article, nor the adoption or amendment of any other provision of the declaration of trust or bylaws of the Trust 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 VIII
INDEMNIFICATION
The Trust shall indemnify, to the fullest extent permitted by the laws of the State of Maryland, and pay or reimburse reasonable expenses in advance of final disposition of a proceeding to, (i) any individual who is a present or former trustee or officer of the Trust or (ii) any individual who, while a trustee or officer of the Trust and at the request of the Trust, serves or has served as a trustee, officer, partner, member, manager or director of another corporation, real estate investment trust, partnership, limited liability company, joint venture, trust, employee benefit plan or any other enterprise who, by reason of such position, was, is, or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative. The Trust shall provide such indemnification and advancement of expenses to a person who served a predecessor of the Trust in any of the capacities described in (i) or (ii) above and to any employee or agent of the Trust or a predecessor of the Trust.
