BYLAWS OF
FEDERAL REALTY INVESTMENT TRUST
ARTICLE I. SHAREHOLDERS
Section 1.1. Notice of Shareholder Meetings. Notice of each
annual meeting of shareholders, stating the date, place and purposes of
the meeting, shall be given by the President to each shareholder at least
ten (10) days and not more than sixty (60) days before any such meeting.
Notice for any special meeting of shareholders shall be sent within a
reasonable period of time after the request for such meeting has been made
in accordance with the requirements set forth in the Declaration of Trust
and shall be held at such place and on such date as the Trustees shall
designate in the notice.
Section 1.2. Adjourned Meetings of Shareholders. Any
meeting of shareholders may be adjourned from time to time by a majority
of the votes properly cast upon the matter, whether or not a quorum is
present, and such meeting may be reconvened without notice other than that
given at such meeting. At any reconvened session of the meeting at which
there shall be a quorum any business may be transacted which might have
been transacted at the meeting as originally noticed.
DC-172393.2
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Section 1.3. Voting by Proxy. At any meeting of
shareholders, a shareholder may vote by proxy executed in writing by the
shareholder or by his duly authorized attorney-in-fact. Such proxy shall
be filed with the Trust before or at the time of the meeting. No proxy
shall be valid after the expiration of eleven (11) months from the date
thereof unless otherwise provided in the proxy.
Section 1.4. Inspectors of Election. In advance of any
meeting of shareholders, the Board of Trustees may appoint any person
other than a nominee for Trustee as an inspector of election to act at
such meeting or any adjournment thereof. The number of inspectors shall
be either one (1) or three (3). Any such appointment shall not be altered
at the meeting for which such appointment has been made. If inspector(s)
of election are not so appointed, the President may, or on the request of
the holders of not less than ten percent (10%) of the Shares present in
person or by proxy at the meeting and entitled to vote thereat, the
President shall, make such appointment at the meeting. If inspector(s)
are appointed at the meeting upon request of the shareholders, the
majority of votes cast shall determine whether one (1) or three (3)
inspectors are to be appointed. In case any person appointed as inspector
fails to appear or fails or refuses to act as an inspector, the vacancy
may be filled by appointment by the Board of Trustees in advance of the
meeting or at the meeting by the President.
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The duties of such inspector(s) shall include: determining the
number of Shares outstanding and the voting power of each Share, the
Shares represented at the meeting, the existence of a quorum, and the
authenticity, validity and effect of proxies; receiving votes, ballots or
consents; hearing and determining all challenges and questions in any way
arising in connection with rights to vote; counting and tabulating all
votes, ballots or consents; determining the result of any vote; and such
other acts as may be proper to conduct the election or vote with fairness
to all shareholders.
Section 1.5. Notice of Shareholder Proposals. (a) At an annual
meeting of the shareholders, only such business shall be conducted and
only such proposals shall be acted upon as shall have been brought before
the annual meeting (i) by, or at the direction of, the Board of Trustees
or (ii) by any shareholder of record of the Trust who complies with the
notice procedures set forth in this Section 1.5 of these Bylaws. For a
proposal to be properly brought before an annual meeting by a shareholder,
the shareholder must have given timely notice thereof in writing to the
Secretary of the Trust. To be timely, a shareholder's notice must be
delivered to, or mailed and received at, the principal executive offices
of the Trust not less than sixty (60) days nor more than ninety (90) days
prior to the anniversary date of the prior annual meeting. A
shareholder's notice to the Secretary shall set forth as to each matter
the shareholder proposes to
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bring before the annual meeting (i) a brief description of the proposal
desired to be brought before the annual meeting and the reasons for
conducting such business at the annual meeting, (ii) the name and address,
as they appear on the Trust's books, of the shareholder proposing such
business and any other shareholders known by such shareholder to be
supporting such proposal, (iii) the class and number of Shares of the
Trust which are beneficially owned by the shareholder on the date of such
shareholder notice and by any other shareholders known by such shareholder
to be supporting such proposal on the date of such shareholder notice, and
(iv) any financial interest of the shareholder in such proposal.
(b) If the presiding officer of the annual meeting determines
that a shareholder proposal was not made in accordance with the terms of
this Section 1.5, he shall so declare at the annual meeting and any such
proposal shall not be acted upon at the annual meeting.
(c) This provision shall not prevent the consideration and
approval or disapproval at the annual meeting of reports of officers of
the Trust or Trustees and committees of the Board of Trustees, but, in
connection with such reports, no business shall be acted upon at such
annual meeting unless stated, filed and received as herein provided in
this Section 1.5.
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(d) Any shareholder seeking to bring a proposal before an
annual meeting of the Trust shall continue to be subject, to the extent
applicable, to the requirements of Section 14(a) of the Securities
Exchange Act of 1934, as amended, and the regulations thereunder, as well
as the requirements of this Section 1.5 and Section 7.2 of the Declaration
of Trust.
Section 1.6. Record Date for Consent Solicitation. In order
that the Trust may determine the shareholders entitled to consent to
action in writing without a meeting, the Board of Trustees may fix a
record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Trustees, and
which date shall not be more than ten (10) days after the date upon which
the resolution fixing the record date is adopted by the Board of Trustees.
Any shareholder of record seeking to have the shareholders authorize or
take action by written consent shall, by written notice to the Secretary
of the Trust, request the Board of Trustees to fix a record date. The
Board of Trustees shall promptly, but in all events within ten (10) days
of the date on which such a request is received, adopt a resolution fixing
the record date. If no record date has been fixed by the Board of
Trustees within ten (10) days of the date on which such a request is
received and no prior action by the Board of Trustees is required by
applicable law, the record date for determining shareholders entitled to
consent to action in writing without a meeting shall be the first
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date on which a signed written consent setting forth the action taken or
proposed to be taken is delivered to the Trust by delivery to its
registered office in the District of Columbia, its principal place of
business, or an officer or agent of the Trust having custody of the book
in which proceedings of shareholders meetings are recorded, in each case
to the attention of the Secretary of the Trust. Delivery shall be by hand
or by certified or registered mail, return receipt requested. If no
record date has been fixed by the Board of Trustees within ten (10) days
of the date on which such a request is received and prior action by the
Board of Trustees is required by applicable law, the record date for
determining shareholders entitled to consent to action in writing without
a meeting shall be at the close of business on the date on which the Board
of Trustees adopts the resolution taking such prior action.
ARTICLE II. TRUSTEES
Section 2.1. Regular Meetings of Trustees. A regular
meeting of the Board of Trustees shall be held without further notice than
this Bylaw on the same day as the annual meeting of shareholders either at
the same place as such meeting or at the Trust's principal offices. The
Board of Trustees may provide, by resolution, the time and place for the
holding of additional regular meetings without other notice than the
adoption of such resolutions.
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Section 2.2. Adjourned Meetings of Trustees. Any meeting of
the Trustees may be adjourned from time to time by a vote of the majority
of Trustees present at such meeting, whether or not a quorum is present,
and such meeting may be reconvened without notice other than that given at
such meeting. At any reconvened session of a meeting at which there shall
be a quorum any business may be transacted which might have been
transacted at the meeting as originally noticed.
Section 2.3. Presumption of Assent. A Trustee who is
present at a meeting of the Board of Trustees at which action on any
matter is taken shall be presumed to have assented to the action taken
unless he shall have requested the secretary of the meeting to enter his
dissent or abstention in the minutes of the meeting.
Section 2.4. Trustee Nominations. Nominations for the election
of Trustees may be made by the Board of Trustees or a nominating committee
appointed by the Board of Trustees or by any shareholder entitled to vote
in the election of Trustees generally. However, any shareholder entitled
to vote in the election of Trustees generally may nominate one or more
persons for election as Trustees at a meeting only if written notice of
such shareholder's intent to make such a nomination or
nominations has been given, either by personal delivery or by United
States mail, postage prepaid, to the Secretary of the
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Trust not later than (i) with respect to an election to be held at an
annual meeting of shareholders, ninety (90) days prior to the anniversary
date of the immediately preceding annual meeting, and (ii) with respect to
an election to be held at a special meeting of shareholders for the
election of Trustees, the close of business on the tenth (10th) day
following the date on which notice of such meeting is first given to
shareholders. Each such notice shall set forth: (a) the name and address
of the shareholder who intends to make the nomination and of the person or
persons to be nominated; (b) a representation that the shareholder is a
holder of record of shares of the Trust entitled to vote at such meeting
and intends to appear in person or by proxy at the meeting to nominate the
person or persons specified in the notice; (c) a description of all
arrangements or understandings between the shareholder and each nominee
and any other person or persons (naming such person or persons) pursuant
to which the nomination or nominations are to be made by the shareholder;
(d) such other information regarding each nominee proposed by such
shareholder as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange Commission as
then in effect; and (e) the consent of each nominee to serve as a Trustee
of the Trust if so elected. The presiding officer of the meeting may
refuse to acknowledge the nomination of any person not made in compliance
with the foregoing procedure.
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ARTICLE III. OFFICERS
Section 3.1. Election. The officers of the Trust
shall be elected by the Trustees. There shall be a President and a
Secretary, in each case elected by the Trustees. In addition, the
Trustees may also elect such additional officers, including vice-
presidents, one (1) or more assistant secretaries, a treasurer and one (1)
or more assistant treasurers, as they may designate. All officers of the
Trust shall exercise such powers and perform such duties as the Trustees
may determine from time to time, in addition to those provided in these
Bylaws. The President shall be a Trustee, but no other officers need be
Trustees.
Section 3.2. Term of Office. The officers of the Trust shall
be elected by the Trustees at such intervals as the Trustees may
determine, and shall hold office until death, resignation of removal, or
until their successors are elected and qualify. Any officer may be
removed at any time by the affirmative vote of two-thirds of the full
Board of Trustees taken at any regular or special meeting of the Trustees,
without prejudice to any contractual rights which such officer may have.
Any vacancy occurring in the office of President of the Trust shall be
filled by the Trustees.
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Section 3.3. President. The President, who shall be a
Trustee, shall be the chief executive officer of the Trust, shall preside
at all meetings of the shareholders and of the Trustees, shall have
general management and supervision of the business and affairs of the
Trust, and shall see that all orders and resolutions of the Trustees are
carried into effect. The President shall have the authority to execute
bonds, mortgages, documents and other contracts of the Trust, and the
power to delegate such authority to other officers of the Trust on the
terms and under the circumstances as he shall determine.
Section 3.4. Secretary. The Secretary shall keep minutes
of all meetings of the Trustees, shall have custody of the seal of the
Trust, and generally shall perform the duties usually performed by a
secretary of a corporation, including certifying as to Trust resolutions
and other documents.
Section 3.5. Succession. The Trustees shall from time to
time determine the order in which officers of the Trust shall, in the
absence or disability of the President, perform the duties and exercise
the powers of the President, except that if any such officer is not a
Trustee, he shall not preside at meetings of the shareholders or of the
Trustees.
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ARTICLE IV. INVESTMENTS
Section 4.1. Restrictions on Investments. The Trust shall
not:
(a) invest in commodities, foreign currencies of
chattels, except as required in the day-to-day business of the Trust or in
connection with its investments;
(b) invest in contracts for sale of Real Property in
excess of a value of one percent (1%) of all of the Trust's Property;
provided, however, that nothing in this Section 4.1. shall prevent the
holding of contracts of sale as security for loans made by the Trust and
the ownership of such contracts of sale upon foreclosure of, or
realization upon, such security interests, and contracts of sale so held
or owned shall be excluded from the computation required by this Section
4.1(b);
(c) engage in any short sale;
(d) engage in trading as compared with investment
activities, or engage in the business of underwriting or agency
distribution of Securities issued by others; provided that this
prohibition shall not prevent the Trust from acquiring Securities as
permitted herein, in circumstances where if such Securities were sold the
Trust might be deemed to be an "underwriter" within
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the meaning of the Securities Act of 1933 and the rules and regulations
thereunder, and provided further that this prohibition shall not prevent
the Trust from selling participations in Mortgage loans or interests in
Real Property;
(e) hold property primarily for sale to customers in
the ordinary course of the trade or business of the Trust, but this
prohibition shall not be construed to deprive the Trust of the power to
sell any property (including divided or undivided interests in such
property) which it owns at any time;
(f) invest more than ten percent (10%) of the total
value of the Trust's Property in the ownership of, or participations in
the ownership of, unimproved non-income-producing Real Property, or in
Mortgage loans (other than development or construction loans) secured by
Mortgages upon unimproved non-income-producing Real Property, excluding
Real Property which is being developed or will be developed within a
reasonable period;
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(g) invest more than ten percent (10%) of the total
value of the Trust's Property in junior Mortgage loans, including
wraparound Mortgage loans but excluding junior Mortgage loans where the
Trust either holds a first Mortgage loan on Real Property subject to the
junior Mortgage loan in question, or a participation in a first Mortgage
loan thereon which is pro rata no less than the participation of the Trust
in the junior Mortgage loan in question;
(h) invest in equity Securities (except Securities
acquired as additional consideration in connection with Mortgage loans
made by the Trust or leases of Real Property owned by the Trust) issued by
any corporation or other trust which, to the actual knowledge of the
Trustees, is then holding investments or engaging in activities prohibited
to the Trust;
(i) invest in bullion;
(j) enter into contracts or other documents
evidencing obligations of the Trust unless such contract complies with
Section 8.3 of the Declaration of Trust;
(k) issue debt Securities (other than: (a)
commercial paper having a maturity not in excess of two hundred seventy
(270) days from its issuance, or (b) Securities issued in a transaction
exempt from registration under the Securities Act of
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1933, as from time to time amended, as a transaction by an issuer not
involving any public offering) unless the historical cash flow, or the
substantiated future cash flow of the Trust, giving effect to the receipt
of and investment of the proceeds of the offering of debt Securities
(excluding in each case extraordinary items), is sufficient in the opinion
of the Trustees to cover the interest on such debt Securities. The
Trustees shall receive and may rely upon a certificate of a financial
officer of the Trust as to the computations contemplated by the preceding
sentence prior to issuing such debt Securities;
(l) invest in any Real Property which is subject to a
Mortgage or other encumbrance to other than a bank, insurance company,
pension fund, institutional lender or corporation engaged in the business
of Mortgage investments, except in the case of a purchase money Mortgage;
(m) invest in any Mortgage on unimproved Real
Property or in any Mortgage other than a first Mortgage not in a greater
percentage of value as confirmed by a competent independent appraiser,
than permitted under local law to a savings and loan association.
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Section 4.2. Investment Criteria. The following are the
Investment Criteria of the Trust:
(a) Shopping Centers - The minimum size for a
shopping center is one hundred thousand (100,000) square feet, unless the
center is adjacent to an existing Trust property or part of a multiple
property purchase.
(b) Apartment Buildings - The minimum size for an
apartment building is two hundred (200) units.
(c) Geographic Limitations - Investments will only be
made in properties located within a fifty (50) mile radius of major
metropolitan areas east of the Mississippi River with a minimum population
of one hundred fifty thousand (150,000), except for apartment buildings
which will only be acquired within a two hundred (200) mile radius of
Washington, D.C.
(d) New Development of Shopping Centers - New
development of shopping centers is authorized and raw land may be acquired
for the sole purpose of new development of shopping centers.
(e) Partial Interest - No less than a fifty-one
percent (51%) interest in any property will be acquired, unless such
lesser interest has total control over financing,
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operations, sale, and other matters relating to the business conducted on
the property.
(f) Other Real Property - Acquisition is authorized
for existing low-rise buildings located in urban and suburban areas that
serve densely populated and stable residential communities, providing the
Trust's ultimate intended use of the building is primarily retail.
Any person covered by Section 8.9 of the Declaration of
Trust who desires to acquire a property which meets the Investment
Criteria of the Trust must either notify the President of the Trust of the
proposed acquisition so that it may be considered at the next regularly
scheduled or special meeting of the Trustees or include in the purchase
contract relating to such property a stipulation that the Trust has the
right of first refusal regarding the property and may be the purchaser.
ARTICLE V. GENERAL PROVISIONS
Section 5.1. Capitalized Terms. Except as otherwise
provided herein, the capitalized terms used in these Bylaws shall have the
same meanings in Section 1.4 of the Trust's Third Amended and Restated
Declaration of Trust.
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Section 5.2. Amendment. These Bylaws may be amended,
modified, repealed, or added to only by vote of at least two-thirds (2/3)
of the Trustees, such vote to be given at a meeting of the Trustees for
which at least forty-eight (48) hours notice was given specifying the
proposed change to these Bylaws, unless such change is approved by the
written consent of all of the Trustees.
Section 5.3. Severance. All provisions of these Bylaws
shall be construed, insofar as possible, as supplemental to and consistent
with the Declaration of Trust. If any Section, clause or provision of
these Bylaws, or the application thereof, shall be held to be invalid by
any federal or state court having jurisdiction over the issue, such
invalidity shall not affect any other Section, clause or provision of
these Bylaws or their application, except to the extent necessary to
comply with the determination of such court.
Section 5.4. Lost, Mutilated or Destroyed Certificates.The
Trust shall issue a new certificate to replace a previously issued
certificate which has been lost, mutilated or destroyed upon receipt of an
affidavit from the registered owner of such certificate reciting the facts
and circumstances regarding such loss, mutilation or destruction and a
bond sufficient to indemnify the Trust against any claim that may be made
against it on account of such loss, mutilation or destruction.
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Section 5.5. Inspection of Trust Records. The share
register, the books of accounts and the minutes of the proceedings of the
Trust's shareholders and its Trustees shall be open at any reasonable time
during normal business hours upon the demand of any person who is the
record owner of ten percent (10%) or more of the outstanding Shares. Such
inspection may be made in person or by an agent or attorney and only for a
purpose reasonably related to such shareholder's interests as a
shareholder. Demand of inspection other than at a shareholder's meeting
shall be made in writing delivered to the Trust.
Section 5.6. Effective Date. These Bylaws have been adopted
by the Trustees effective at the close of business on February 11, 1985.
Amended on: April 28, 1986
September 10, 1990
August 3, 1994
November 30, 1994