Exhibit 3.2
B Y - L A W S
OF
CAPITAL TRUST
a California business trust
______________________
Capitalized terms used in the following by-laws of Capital Trust, a
California business trust (the "Company"), and not otherwise defined have the
meaning set forth in the Amended and Restated Declaration of Trust of the
Company executed and in effect on July 15, 1997 following approval of the same
by the Shareholders at the Company's annual meeting of shareholders held on July
15, 1997 (as amended from time to time, the "Declaration of Trust").
ARTICLE I
MEETINGS OF TRUSTEES
Section 1.1 Place of Meetings. All meetings of the Board shall be held
at the principal office of the Company designated by a majority of the Board,
unless another location for a particular meeting is otherwise designated by the
Chairman of the Board, if any, or a majority of the Board.
Section 1.2 Quorum. A majority of the Trustees in office at any one
time shall constitute a quorum at any meeting of the Board.
Section 1.3 Notice. Meetings of the Board shall be held from time to
time upon the call of the Chairman of the Board, if any, or any two Trustees.
Notice of any meeting shall be given at least three days before the meeting.
Section 1.4 Action by Trustees. The vote of a majority of the Trustees
present at a meeting at which a quorum is present shall be the act of the Board.
Section 1.5 Action Without Meeting. No action of the Board shall be
effective without a meeting unless all Trustees then in office shall sign,
before or after such action is taken, a written consent to such action and
waiver of meeting; provided, however, that the lack of such consent and waiver
shall not be raised to defeat the rights of any third party who has in good
faith relied upon such action.
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Section 1.6 Telephonic Meeting. All or any one or more Trustees may
participate in a meeting of the Board or any committee thereof by means of
conference telephone or similar communications equipment by means of which all
participants can hear each other and participation in a meeting pursuant to such
communication shall constitute presence in person at such meeting.
Section 1.7 Use and Effect of Company Seal. The officer of the Company
designated by the Board shall have custody of the seal of the Company. As to any
Person relying thereon in good faith, the impression of the seal of the Company
upon a document or writing bearing the handwritten signature of such officer,
shall conclusively evidence that such document or writing was duly executed
pursuant to authority granted by the Board and the Declaration of Trust.
ARTICLE II
EXCULPATION AND INDEMNIFICATION
Section 2.1 Exculpation of Trustees, Officers and Others. (a) No
Trustee, officer, employee or agent of the Company shall be liable to the
Company or to any other Person for any act or omission except for his or her own
willful misfeasance, bad faith, gross negligence or reckless disregard of duty
or his or her failure to act in good faith in the reasonable belief that his or
her actions are in the best interests of the Company.
(b) The Trustees, officers, employees and agents of the Company in
incurring any debts, liabilities or obligations, or in taking or omitting any
other action for or in connection with the Company are, and shall be deemed to
be, acting as Trustees, officers, employees or agents of the Company and not in
their own individual capacities. Notwithstanding any provision herein to the
contrary, no Trustee, officer, employee or agent of the Company shall be liable
for any debt, claim, demand, judgment, decree, liability or obligation of any
kind in tort, contract or otherwise of, against or with respect to the Company
arising out of any action taken or omitted for or on behalf of the Company, and
the Company shall be solely liable therefor and resort shall be had solely to
the assets of the Company for the payment or performance thereof.
Section 2.2 Indemnification and Reimbursement. (a) Any Person made a
party to any action, suit or proceeding or against whom a claim or liability is
asserted by reason of the fact that he, she, his or her testator or intestate
was or is a Trustee, officer, employee or agent of the Company or active in such
capacity on behalf of the Company shall be indemnified and held harmless by the
Company against judgments, fines, amounts paid on account thereof (whether in
settlement or otherwise) and
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reasonable expenses, including attorneys' fees, actually and reasonably incurred
by him in connection with the defense of such action, suit or proceeding or in
connection with any appeal therein, whether or not the same proceeds to judgment
or is settled or otherwise brought to a conclusion. Notwithstanding the above,
no Person shall be so indemnified or reimbursed for any claim, obligation or
liability which shall have been adjudicated to have arisen out of or been based
upon such Person's willful misfeasance, bad faith, gross negligence or reckless
disregard of duty or for his or her failure to act in good faith in the
reasonable belief that his or her action was in the best interests of the
Company. Any Person seeking indemnification under this Section 2.2 shall give
prompt notice to the Company of the claim, alleged liability, action, suit or
proceeding; provided, that the failure to give such notice shall not relieve the
Company of its obligations under this Section 2.2, except to the extent that
such failure to give notice prejudices the Company. Such rights of
indemnification and reimbursement shall be satisfied only out of the assets of
the Company.
(b) The rights accruing to any Person under this Section 2.2 shall not
exclude any other right to which he or she may be lawfully entitled, nor shall
anything contained herein restrict the right of the Company to indemnify or
reimburse such Person in any proper case even though not specifically provided
for herein, nor shall anything contained herein restrict such rights of a
Trustee to contribution as may be available under applicable law. The Board
shall make advance payments for expenses incurred in defending any proceeding in
advance of its final disposition in connection with indemnification under this
Section 2.2 provided that the indemnified Person shall have given a written
undertaking to reimburse the Company in the event it is subsequently determined
that he or she is not entitled to such indemnification. For purposes of this
Section 2.2, any investment advisor, investment manager or independent property
manager of the Company shall be considered agents of the Company.
(c) In order to carry out the intent and purposes of this Section 2.2,
the Company shall have the power to enter into individual indemnification
agreements with any Person entitled to be indemnified under this Section 2.2,
without approval thereof by the Shareholders, provided that the substantive
provisions of any such agreement shall not be inconsistent in any material
respect with the provisions of this Section 2.2 at the time such agreement is
entered into. The terms of any such agreement need not be identical to the terms
of any other such agreement and any such agreement which has been entered into
may subsequently be amended or changed by mutual agreement of the parties
thereto, without approval thereof by the Shareholders, so long as at the time
such agreement is entered into or amended or changed, as the case may be, its
substantive provisions are not inconsistent in any material respect with the
provisions of this Section 2.2.
(d) The Company shall have the power to use the assets of the Company
to establish arrangements for funding its indemnification obligations under this
Section
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2.2, including but not limited to depositing assets in trust funds, obtaining
bank letters of credit in favor of indemnified Persons or entities, establishing
specific reserve accounts and otherwise funding special self-insurance
arrangements for these purposes.
ARTICLE III
OFFICERS
Section 3.1 Contracts and Other Documents. The officer, officers,
Trustee or Trustees as may from time to time be authorized by the Board shall
have the power to sign and execute on behalf of the Company deeds, conveyances
and contracts, and any and all other documents requiring execution by the
Company.
Section 3.2 Ownership of Stock of a Corporation. The officer, officers,
Trustee or Trustees as may from time to time be authorized by the Board shall
have the power and authority, on behalf of the Company, to attend and to vote at
any meeting of stockholders of any corporation in which the Company holds stock
and may exercise, on behalf of the Company, any and all of the rights and powers
incident to the ownership of such stock at any such meeting, including the
authority to execute and deliver proxies and consents on behalf of the Company.
Section 3.3 Delegation of Duties. In the absence, disability or refusal
of any officer to exercise and perform his duties, the Board may delegate to
another officer such powers or duties.
Section 3.4 Resignation and Removal. Any officer of the Company may be
removed from office for or without cause at any time by the Board. Any officer
may resign at any time upon written notice to the Board.
Section 3.5 Vacancies. The Board shall have the power to fill vacancies
occurring in any office.
ARTICLE IV
SHARE CERTIFICATES
Section 4.1 Issuance of Certificates. Every Shareholder shall be
entitled to receive a Share certificate in such form as the Board shall from
time to time approve. There shall be stated on each Share certificate the
certificate number, the date of its issuance, the number of Shares represented
thereby, and the name of the Shareholder. All certificates shall be for full
Shares. No certificates for fractional Shares shall be issued.
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Section 4.2 Authentication of Certificates. Each certificate shall bear
the signatures of two officers of the Company designated by the Board, and if
there shall be an independent transfer agent or registrar, the countersignature
of an officer thereof duly authorized for such purpose. The signatures of such
officers of the Company may be facsimile reproductions. The validity of a Share
or certificate therefor shall not be affected by the fact that at the time of
issuance of the certificate one or more Persons whose signatures were duly
authorized when placed thereon are no longer authorized to sign the same.
Section 4.3 Replacement Certificates. Lost, stolen, mutilated or
destroyed certificates shall be replaced subject to such conditions of proof and
indemnity as the Board may determine to impose.
Section 4.4 Only Registered Holder Recognized. A register shall be kept
under the direction of the Board, which shall contain the names and addresses of
the Shareholders, the number of Shares held by them respectively, the numbers of
the certificates representing the same, and a record of all transfers thereof.
Only the Shareholder designated in such register as the holder of a Share
certificate shall be recognized for purposes of the Company as having any
interest in such certificate or the Shares represented thereby, and neither the
Company nor any Person connected therewith shall be bound by any notice to the
contrary, but in cases of dispute the Board may require that the certificate in
question be submitted for inspection and that the registered Shareholder's title
thereto be satisfactorily established. A holder may be registered as a
fiduciary, and customary words may be employed to identify the fiduciary
relationship.
Section 4.5 Shareholder's Transfer of Shares. Excepting transfers by
operation of law and subject to the restrictions set forth in Section 4.7,
Shares shall be transferable on the records of the Company only by the record
holder thereof by his or her agent duly authorized in writing, upon delivery to
the Board or a transfer agent of the Company, if any, of the certificate or
certificates therefor, properly endorsed or accompanied by duly executed
instrument or instruments of transfer, together with such evidence of the
genuineness of each such endorsement, execution and authorization and of other
matters as may reasonably be required. Upon such delivery and proof, the
transfer shall be recorded upon the register of the Company, and one or more new
certificates shall be issued to those entitled thereto by reason of such
transfer. Until the transfer is so recorded, the Shareholder designated by the
register as the holder of such Shares shall be deemed to be the holder thereof
for all purposes of the Company, and neither the Board nor any transfer agent or
registrar, nor any officer or agent of the Company, shall be affected by any
notice of any proposed transfer. The Board may establish particular procedures
to govern the assignment of Shares for security purposes.
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Section 4.6 Transfers by Operation of Law. Any Person becoming entitled
to any Share in consequence of the death or bankruptcy of any Shareholder, or in
any other way other than as provided in Section 4.5, may, subject to the
restrictions set forth in Section 4.7, be entered upon the register as the
holder thereof and receive a new certificate therefor, upon delivery of the
existing certificate and such proofs as may be required to the Board or any
transfer agent of the Company. The transfer shall have no effect until entered
upon the register, and notice given to any Person prior to such entry shall
likewise be ineffective for any purpose.
Section 4.7 Certain Restrictions on Transfer; Legend. Notwithstanding
anything to the contrary in Section 4.5 and Section 4.6, no Shareholder shall
transfer any Voting Shares to a Bank Holding Company, unless, after giving
effect to such transfer, such Bank Holding Company would own no more than 4.9%
of any class or series of Voting Shares of the Company. Each Shareholder
understands and agrees that the Shares may be transferred by a Bank Holding
Company only in accordance with applicable federal and state securities laws and
in a widely dispersed offering in which no more than 2% of the outstanding
Shares of such class or series are transferred to any one holder, in which
circumstance the transferee will be permitted to convert such Shares into Voting
Shares. Each Shareholder agrees that substantially the following legend shall be
placed on the certificates representing any non-voting Shares:
"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE
LIMITATIONS UPON TRANSFER AND CONVERSION CONTAINED IN THE
CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF THE
CLASS B 9.5% CUMULATIVE CONVERTIBLE NON-VOTING PREFERRED
SHARES OF BENEFICIAL INTEREST AND THE BY-LAWS OF THE COMPANY
(COPIES OF WHICH ARE ON FILE AT THE OFFICE OF THE COMPANY)."
ARTICLE V
AMENDMENT OF BY-LAWS
Section 5.1 Amendments. These By-Laws may be amended or repealed or new
By-Laws may be adopted by the affirmative vote of a majority of the Board at any
regular or special meeting of the Board.
Effective Date of Adoption: July 15, 1997.
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