EXHIBIT 3.1
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ARTICLES OF AMENDMENT TO
AMLI RESIDENTIAL PROPERTIES TRUST
ARTICLES OF AMENDMENT AND RESTATEMENT
Amli Residential Trust, a Maryland real estate investment trust (the
"Trust"), hereby certifies to the State Department of assessments and
Taxation of Maryland ("SDAT") that:
1. The Trust desires to and does amend its charter as currently in
effect and as hereinafter provided.
2. Article 5, Section 1 is hereby amended by deleting the
following:
"SECTION 1. NUMBER, TERMS, QUALIFICATION, COMPENSATION
AND NAMES OF TRUSTEES. There shall be not less than
three nor more than fifteen Trustees (referred to as the
"Trustees" or the "Board of Trustees"). The number of
Trustees shall be determined from time to time by
resolution of the Trustees. Except for the initial terms
of Class I and Class II Trustees, as set forth on
Schedule A hereto, the term of office of each Trustee
shall be three years and until the election and
qualification of his successor. Trustees may succeed
themselves in office. Trustees shall be individuals who
are at least 21 years old and not under legal disability.
No person shall qualify as a Trustee until he shall have
agreed in writing to be bound by this Declaration of
Trust. No Trustee shall be required to give bond, surety
or securities to secure the performance of his duties or
obligations hereunder. Whenever a vacancy in the number
of Trustees shall occur, until such vacancy is filled as
provided in Section 3 of this Article 5, the Trustees or
Trustee continuing in office, regardless of their number,
shall have all the powers granted to the Trustees and
shall discharge all the duties imposed upon the Trustees
by this Declaration of Trust. The Trustees shall receive
such fees for their services and expenses as they shall
deem reasonable and proper. Immediately after the
closing of the Initial Public Offering (as such term is
defined in Article 3), the Board of Trustees shall
include a majority of Trustees ("Disinterested Trustees")
who are not affiliated with Amli Realty Co., a Delaware
corporation, and its affiliates and successors.
The Trustees shall be divided into three classes,
designated Class I, Class II and Class III. Each class
shall consist, as nearly as may be possible, of one-third
of the total number of Trustees constituting the entire
board of Trustees. The initial Class I Trustees shall be
elected for a one-year term, the initial Class II
Trustees for a two-year term and the initial Class III
Trustees for a three-year term. At each succeeding
annual meeting of Shareholders, beginning with the annual
meeting in 1995, successors to the class of Trustees
whose term expires at that annual meeting shall be
elected for a three-year term. If the authorized number
of Trustees is changed, any increase or decrease shall be
apportioned among the classes so as to maintain the
number of Trustees in each class as nearly equal as
possible, and any additional Trustee of any class elected
to fill a vacancy resulting from an increase in such
class, subject to Section 3 of this Article 5, shall hold
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office for a term that shall coincide with the remaining
term of that class, but in no case will a decrease in the
number of Trustees shorten the term of any incumbent
Trustee. A Trustee shall hold office until the annual
meeting for the year in which his or her term expires and
until his or her successor shall be elected and shall
qualify, subject, however, to prior death, resignation or
removal from office. A majority of the entire Board of
Trustees shall constitute a quorum for the transaction of
business, PROVIDED that, if less than a majority of such
Trustees are present at said meeting, a majority of the
Trustees present may adjourn the meeting from time to
time without further notice, and PROVIDED further that,
if, pursuant to this Declaration of Trust or the Bylaws,
the vote of a majority of a particular group of Trustees
is required for action, a quorum must also include a
majority of such group. The name, address and class of
each of the initial Trustees (and all subsequent
Trustees) shall be set forth on Schedule A attached
hereto as it may be revised from time to time."
and replacing it with the following:
"SECTION 1. NUMBER, TERMS, QUALIFICATION, COMPENSATION
AND NAMES OF TRUSTEES. There shall be not less than
three nor more than fifteen Trustees (referred to as the
"Trustees" or the "Board of Trustees"). The number of
Trustees shall be determined from time to time by
resolution of the Trustees. Trustees may succeed
themselves in office. Trustees shall be individuals who
are at least 21 years old and not under legal disability.
No person shall qualify as a Trustee until he shall have
agreed in writing to be bound by this Declaration of
Trust. No Trustee shall be required to give bond, surety
or securities to secure the performance of his duties or
obligations hereunder. Whenever a vacancy in the number
of Trustees shall occur, until such vacancy is filled as
provided in Section 3 of this Article 5, the Trustees or
Trustee continuing in office, regardless of their number,
shall have all the powers granted to the Trustees and
shall discharge all the duties imposed upon the Trustees
by this Declaration of Trust. The Trustees shall receive
such fees for their services and expenses as they shall
deem reasonable and proper.
If the authorized number of Trustees is changed,
any additional Trustee elected shall hold office until
the next annual meeting of shareholders, but in no case
shall a decrease in the number of Trustees constituting
the Board shorten the term of any incumbent Trustee. A
majority of the entire Board of Trustees shall constitute
a quorum for the transaction of business, PROVIDED that,
if less than a majority of such Trustees are present at
said meeting, a majority of the Trustees present may
adjourn the meeting from time to time without further
notice, and PROVIDED further that, if, pursuant to this
Declaration of Trust or the Bylaws, the vote of a
majority of a particular group of trustees is required
for action, a quorum must also include a majority of such
group. The name, address and class of each of the
Trustees (and all subsequent Trustees) shall be set forth
on Schedule A attached hereto as it may be revised from
time to time."
3. The foregoing amendment has been duly advised by the Trust's
Board of Trustees and approved by the Trust's shareholders in accordance
with the applicable provisions of law.
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4. The undersigned President acknowledges these Articles of
Amendment to be the act of the Trust 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 of perjury.
IN WITNESS WHEREOF, the Trust has caused these Articles of Amendment
to be signed in its name and on its behalf as of __________ ____, 2005, by
its President and attested to by its Secretary.
AMLI RESIDENTIAL PROPERTIES TRUST
By:
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Name:
Title: President
By:
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Name:
Title: Secretary
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