Exhibit 3.2
HEALTH AND RETIREMENT PROPERTIES TRUST
BYLAWS
Originally adopted as of October 9, 1986
Amended and Restated as of October 17, 1994
Further Amended as of January 9, 1995
ARTICLE I
TRUSTEES
Section 1.1 Qualifying Shares Not Required. Trustees need not
be Shareholders of Health and Retirement Properties Trust (the "Trust").
Section 1.2 Quorum. A majority of the Trustees shall
constitute a quorum subject to the provisions of Section 2.6 of the
Trust's Declaration of Trust, as it may be amended from time to time (the
"Declaration").
Section 1.3 Number and Term; Election. The number and terms
of the Trustees shall be as provided in Section 2.1 of the Declaration.
Trustees shall be elected at annual meetings of Shareholders as provided
in Section 2.1 of the Declaration. If Trustees are not so elected at an
annual meeting or if such meeting is not held, Trustees may be elected at
a special meeting of Shareholders.
Section 1.4 Place of Meeting. Meetings of the Trustees shall
be held at the principal office of the Trust or at such place within or
without the State of Maryland as the President shall direct or as is
fixed from time to time by resolution of the Trustees. Whenever a place
other than the principal office is fixed by the President or by
resolution as the place at which future meetings are to be held, written
notice thereof shall be sent to all Trustees a reasonable time in advance
of any meeting to be held at such place.
Section 1.5 Organizational Meeting. Immediately following
each Annual Meeting of Shareholders, a regular meeting of the Trustees
shall be held for the purpose of organizing, electing officers and
transacting other business. Notice of such meetings need not be given.
Section 1.6 Regular Meetings. Regular meetings of the
Trustees shall be held at the place determined pursuant to Section 1.4 on
the dates, if any, established at each organizational meeting of the
Trustees and notice of such regular meetings of the Trustees is hereby
dispensed with.
Section 1.7 Special Meetings. Special meetings of the
Trustees may be called at any time by the Chairman or President and shall
be called by the Chairman or President upon the written request of three
(3) Trustees. Written notice of the time and place of a special meeting
shall be given to each Trustee, either personally or by sending a copy
thereof by mail or by facsimile or telex, charges prepaid, to the address
of the Trustee appearing on the books of the Trust or theretofore given
by the Trustee to the Trust for the purpose of notice. In case of
personal service, such notice shall be so delivered at least twenty-four
(24) hours prior to the time fixed for the meeting. If such notice is
mailed, it shall be deposited in the United States mail in the place in
which the principal office of the Trust is located at least seventy-two
(72) hours prior to the time fixed for the holding of the meeting. If
sent by facsimile or telex, it shall be sent at least forty-eight (48)
hours prior to the time fixed for the holding of the meeting. If notice
is not so given by the Secretary, it may be given in the same manner by
the Chairman, President or the Trustees requesting the meeting.
Section 1.8 Adjourned Meetings. A quorum of the Trustees may
adjourn any Trustees' meeting to meet again at a stated day and hour. In
the absence of a quorum, a majority of the Trustees present may adjourn
from time to time to meet again at a stated day and hour prior to the
time fixed for the next regular meeting of the Trustees. The motion for
adjournment shall be lodged with the records of the Trust. Notice of the
time and place of an adjourned meeting need not be given to any Trustee
present at the adjourned meeting if the time and place is fixed at the
meeting adjourned.
Section 1.9 Waiver of Notice. The transactions of any meeting
of the Trustees, however called and noticed or wherever held, shall be as
valid as though had at a meeting duly held after regular call and notice
if a quorum is present and if, either before or after the meeting, each
of the Trustees not present signs a written waiver of notice, a consent
to the holding of such meeting or an approval of the minutes thereof.
All such waivers, consents or approvals shall be lodged with the Trust
records or made a part of the minutes of the meeting.
Section 1.10 Action Without Meeting. Unless specifically
otherwise provided in the Declaration, any action required or permitted
to be taken by the Trustees may be taken without a meeting if a majority
of the Trustees (or a majority of the Independent Trustees as to any
action which requires such a majority) shall individually or collectively
consent in writing to such action. Such written consent or consents
shall be lodged with the records of the Trust and shall have the same
force and effect as the affirmative vote of such Trustees at a duly held
meeting of the Trustees at which a quorum were present.
Section 1.11 Telephone Meetings. The Trustees may meet by
means of a telephone conference circuit or similar communications
equipment by means of which all persons participating in the meeting
shall be able to hear one another and participate therein. Such meeting
shall be deemed to have been held at a place designated by the Trustees
at the meeting. Participation in a telephone conference meeting shall
constitute presence in person at such meeting.
Section 1.12 Committee Rules. Unless the Trustees otherwise
provide, each committee designated by the Trustees may adopt, amend and
repeal rules for the conduct of such committee's business. In the
absence of a provision by the Trustees or a provision in the rules of
such committee to the contrary, a majority of the entire authorized
number of members of such committee shall constitute a quorum for the
transaction of business, the vote of a majority of the members present at
a meeting at the time of such-vote if a quorum is then present shall be
the act of such committee, and in other respects each committee shall
conduct its business in the same manner as the Trustees conduct their
business pursuant to Article II of the Declaration and this Article I of
these Bylaws.
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ARTICLE II
OFFICERS
Section 2.1 Enumeration. The officers of the Trust shall be a
President, a Secretary, a Treasurer, and such other officers as are
elected by the Trustees including, in their discretion, a Chairman, with
such duties as are assigned to them by the Trustees. Officers shall be
elected by and shall hold office at the pleasure of the Trustees. When
the duties do not conflict, any two or more offices, except those of
Chairman and/or President and Secretary, may be held by the same person.
Section 2.2 Powers and Duties of the Chairman. The Chairman,
if there shall be such an officer, shall, if present, preside at all
meetings of the Shareholders and the Trustees and may be the chief
executive officer of the Trust if the Trustees so elect.
Section 2.3 Powers and Duties of the President. Subject to
such supervisory powers, if any, as may be given by the Trustees to the
Chairman, the President shall, subject to the control of the Trustees and
the supervision of the Chairman, have general supervision, direction and
control of the business of the Trust and its employees and shall exercise
such general powers of management as are usually vested in the office of
president of a corporation. In the absence of the Chairman, or if there
be none, he shall preside at all meetings of the Shareholders and/or
Trustees and, unless the Chairman has been designated as chief executive
officer, shall be chief executive officer of the Trust. He shall be, ex
officio, a member of all standing committees.
Section 2.4 Powers and Duties of Vice-President. Each Vice-
President, if any, designated by the Trustees shall be an administrative
officer of the Trust and have such duties as are designated by the
President or the Trustees.
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Section 2.5 Duties of the Secretary. The Secretary shall:
(a) Minutes. Keep full and complete minutes of the
meetings (or actions in lieu thereof) of the Trustees, any committees of
the Trustees and the Shareholders and give notice, as required, of all
such meetings;
(b) Books and Other Records. Maintain custody of and
keep the books of account and other records of the Trust except such as
are in custody of the Treasurer; .
(c) Share Register. Maintain at the principal office of
the Trust a share register, showing the ownership and transfers of
ownership of all shares of the Trust, unless a transfer agent is employed
to maintain and does maintain such a share register; and
(d) General Duties. Generally, perform all duties which
pertain to his office and which are required by the Trustees.
An Assistant Secretary or Secretaries may be appointed to
act in the absence of the Secretary.
Section 2.6 Duties of the Treasurer. The Treasurer shall
perform all duties which pertain to his office and which are required by
the Trustees, including without limitation the receipt, deposit and
disbursement of funds belonging to the Trust.
An Assistant Treasurer or Treasurers may be appointed to act in
the absence of the Treasurer.
ARTICLE III
SHAREHOLDERS
Section 3.1 Effect of Quorum. Subject to the provisions of
the Declaration, the Shareholders present at a duly called or held
meeting at which a quorum is present may continue to do business until
adjournment notwithstanding the withdrawal of enough Shareholders so that
the remaining Shareholders constitute less than a quorum.
Section 3.2 Place of Meeting. Meetings of the Shareholders
shall be held at the principal office of the Trust or at such place
within or without the State of Maryland as is designated by the Trustees
or the Chairman or President or by the written consent of a majority of
the Shareholders entitled to vote thereat, given either before or after
the meeting and filed with the Secretary of the Trust.
Section 3.3 Annual Meeting. A regular annual meeting of the
Shareholders shall be called by the Chairman or President within six
months after the end of each fiscal year, commencing with the fiscal year
ending December 31, 1987.
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Section 3.4 Special Meetings. Special meetings of the
Shareholders may be held at any time for any purpose or purposes
permitted by the Declaration and shall be called as provided in Section
6.9 of the Declaration.
Section 3.5 Notice of Regular or Special Meetings. Written
notice specifying the place, day and hour of any regular or special
meeting, the purposes of the meeting, and all other matters required by
law shall be given to each Shareholder of record entitled to vote, either
personally or by sending a copy thereof by mail or telegraph, charges
prepaid, to his address appearing on the books of the Trust or
theretofore given by him to the Trust for the purpose of notice or, if no
address appears or has been given, addressed to the place where the
principal office of the Trust is situated. It shall be the duty of the
Secretary to give notice of each Annual Meeting of the Shareholders at
least fifteen (15) days and not more than sixty (60) days before the date
on which it is to be held. Whenever an officer has been duly requested
to call a special meeting of Shareholders, it shall be his duty to fix
the date and hour thereof, which date shall be not less than twenty (20)
days and not more than sixty (60) days after the receipt of such request
if the request has been delivered in person or after the date of mailing
the request, as the case may be, and to give notice of such special
meeting within ten (10) days after receipt of such request. If the date
of such special meeting is not so fixed and notice thereof given within
ten (10) days after the date of receipt of the request, the date and hour
of such meeting may be fixed by the Person or Persons calling or
requesting the meeting and notice thereof shall be given by such Person
or Persons not less than twenty (20) nor more than sixty (60) days before
the date on which the meeting is to be held.
Section 3.6 Notice of Adjourned Meetings. It shall not be
necessary to give notice of the time and place of any adjourned meeting
or of the business to be transacted thereat other than by announcement at
the meeting at which such adjournment is taken, except that when a
meeting is adjourned for thirty (30) days or more, notice of the
adjourned meeting shall be given as in the case of an original meeting.
Section 3.7 Proxies. The appointment of a proxy or proxies
for any meeting of Shareholders entitled to vote shall be made by an
instrument in writing executed by the Shareholder or his duly authorized
agent and filed with such officer of the Trust as the Trustees shall have
designated for such purpose for verification prior to such meeting. Any
proxy relating to the Trust's shares of beneficial interest shall be
valid until the expiration date therein or, if no expiration is so
indicated, for such period as is permitted pursuant to Maryland law. At
a meeting of Shareholders all questions concerning the qualification of
voters, the validity of proxies, and the acceptance or rejection of
votes, shall be decided by the Secretary of the meeting unless inspectors
of election are appointed pursuant to Section 3.10 in which event such
inspectors shall pass upon all questions and shall have all other duties
specified in said section.
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Section 3.8 Consent of Absentees. The transactions of any
meeting of Shareholders, either annual, special or adjourned, however
called and noticed, shall be as valid as though had at a meeting duly
held after the regular call and notice if a quorum is present and if,
either before or after the meeting, each Shareholder entitled to vote,
not present in person or by proxy, signs a written waiver of notice, a
consent to the holding of such meeting or an approval of the minutes
thereof. All such waivers, consents or approvals shall be lodged with
the Trust records or made a part of the minutes of the meeting.
Section 3.9 Voting Rights. If no date is fixed for the
determination of the Shareholders entitled to vote at any meeting of
Shareholders, only Persons in whose names Shares entitled to vote stand
on the share records of the Trust at the opening of business on the day
of any meeting of Shareholders shall be entitled to vote at such meeting.
Section 3.10 Advance Notice for Nomination of Trustees. Only
persons who are nominated in accordance with the following procedures
shall be eligible for election as Trustees of the Trust. Nominations of
persons for election to the Board of Trustees may be made (a) by or at
the direction of the Board of Trustees (or any duly authorized committee
thereof) or (b) by any Shareholder of the Trust (i) who is a Shareholder
of record on the date of the giving of the notice provided for in this
Section 3.10 and on the record date for the determination of Shareholders
entitled to vote upon such nominations and (ii) who complies with the
notice procedures set forth in this Section 3.10.
In addition to any other applicable requirements, for a
nomination to be made by a Shareholder, such Shareholder must have
given timely notice thereof in proper written form to the Secretary
of the Trust.
To be timely, a Shareholder's notice to the Secretary must be
delivered to or mailed and received at the principal executive
offices of the Trust (a) in the case of an annual meeting, not less
than seventy (70) days nor more than one hundred-twenty (120) days
prior to the anniversary date of the immediately preceding annual
meeting; provided, however, that in the event that the meeting is
called for a date more than seventy (70) days prior to such
anniversary date, notice by the Shareholder in order to be timely
must be so received not later than the close of business on the
twentieth (20th) day following the day on which such notice of the
date of the annual meeting was mailed or such public disclosure of
the date of the annual meeting was made, whichever first occurs; and
(b) in the case of a special meeting of Shareholders called (other
than at the request of Shareholders) for the purpose of electing
Trustees, not later than the close of business on the twentieth
(20th) day following the day on which notice of the date of the
special meeting was mailed or public disclosure of the date of the
special meeting was made, whichever first occurs.
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To be in proper written form, a Shareholder's notice to the
Secretary must set forth (a) as to each person whom the Shareholder
proposes to nominate for election as a Trustee (i) the name, age,
business address and residence address of the person, (ii) the
principal occupation or employment of the person, (iii) the class or
series and number of shares of capital stock of the Trust which are
owned beneficially or of record by the person, (iv) any other
information relating to the person that would be required to be dis-
closed in a proxy statement or other filings required to be made in
connection with solicitations of proxies for election of Trustees
pursuant to Section 14 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and the rules and regulations
promulgated thereunder and (v) the consent of each nominee to serve
as a Trustee if so elected; and (b) as to the Shareholder giving the
notice (i) the name and record address of such Shareholder, (ii) the
class or series and number of shares of capital stock of the Trust
which are owned beneficially or of record by such Shareholder, (iii)
a description of all arrangements or understandings between such
Shareholder and each proposed nominee and any other person or
persons (including their names) pursuant to which the nomination(s)
are to be made by such Shareholder, (iv) a representation that such
Shareholder intends to appear in person or by proxy at the meeting,
if there be a meeting, to nominate the persons named in its notice
and (v) any other information relating to such Shareholder that
would be required to be disclosed in a proxy statement or other
filings required to be made in connection with solicitations of
proxies for election of Trustees pursuant to Section 14 of the
Exchange Act and the rules and regulations promulgated thereunder.
Such notice must be accompanied by a written consent of each
proposed nominee to being named as a nominee and to serve as a
Trustee if elected.
No person shall be eligible for election as a Trustee of the
Trust unless nominated in accordance with the procedures set forth
in this Section 3.10. If the Chairman of the meeting determines
that a nomination was not made in accordance with the foregoing
procedures, the Chairman shall declare to the meeting that the
nomination was defective, and such defective nomination shall be
disregarded.
Section 3.11 Advance Notice for Transaction of Business. No
business may be transacted by the Shareholders at an annual or special
meeting, other than business that is either (a) specified in the notice
of meeting (or any supplement thereto) given by or at the direction of
the Board of Trustees (or any duly authorized committee thereof), (b)
otherwise properly brought before the Shareholders by or at the direction
of the Board of Trustees (or any duly authorized committee thereof) or
(c) otherwise properly brought before the Shareholders by any Shareholder
of the Trust (i) who is a Shareholder of record on the date of the giving
of the notice provided for in this Section 3.11 and on the record date
for the determination of Shareholders entitled to vote or express consent
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therefor and (ii) who complies with the notice procedures set forth in
this Section 3.11.
In addition to any other applicable requirements, for business
to be properly brought before an annual or special meeting by a
Shareholder (other than a shareholder proposal included in the
Trust's proxy statement pursuant to Rule 14a-8 under the Exchange
Act), such Shareholder must have given timely notice thereof in
proper written form to the Secretary of the Trust.
To be timely, a Shareholder's notice to the Secretary must be
delivered to or mailed and received at the principal executive
offices of the Trust not less than seventy (70) days nor more than
one hundred-twenty (120) days prior to the anniversary date of the
immediately preceding annual meeting; provided, however, that in the
event that the meeting is called for a date more than seventy (70)
days prior to such anniversary date, notice by the Shareholder in
order to be timely must be so received not later than the close of
business on the twentieth (20th) day following the day on which such
notice of the date of the annual meeting was mailed or such public
disclosure of the date of the annual meeting was made, whichever
first occurs; and (b) in the case of a special meeting of
Shareholders called (other than at the request of Shareholders) for
the purpose of transacting business, not later than the close of
business on the twentieth (20th) day following the day on which
notice of the date of the special meeting was mailed or public
disclosure of the date of the special meeting was made, whichever
first occurs.
To be in proper written form, a Shareholder's notice to the
Secretary must set forth as to each matter such Shareholder proposes
to bring before the Shareholders (i) a brief description of the
business desired to be brought before the Shareholders and the
reasons therefor, (ii) the name and record address of such
Shareholder, (iii) the class or series and number of shares of
capital stock of the Trust which are owned beneficially or of record
by such Shareholder, (iv) a description of all arrangements or
understandings between such Shareholder and any other person or per-
sons (including their names) in connection with the proposal of such
business by such Shareholder and any material interest of such
Shareholder in such business and (v) a representation that such
Shareholder intends to appear in person or by proxy at the annual
meeting to bring such business before the meeting.
No business shall be conducted by the Shareholders except
business brought before them in accordance with the procedures set
forth in this Section 3.11; provided, however, that, once business
has been properly brought before an annual or special meeting in
accordance with such procedures, nothing in this Section 3.11 shall
be deemed to preclude discussion by any Shareholder of any such
business. If the Chairman of the meeting determines that business
was not properly brought before the meeting in accordance with the
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foregoing procedures, the Chairman shall declare to the meeting that
the business was not properly brought before the meeting, and such
business shall not be transacted.
Section 3.12 Record Date. In order to permit the Trustees to
appropriately fix a record date for determining the Shareholders entitled
to notice of or to vote at any special meeting of Shareholders or to
express consent to any proposal without a meeting in accordance with
Section 6.12 of the Declaration, any Shareholder requesting the call of a
special meeting or proposing to solicit such consents shall give notice
in proper written form to the Secretary of the Trust. To be in proper
written form, a Shareholder's notice to the Secretary shall set forth,
with respect to nominations of persons for election to the Board of
Trustees, those matters required by Section 3.10 of these Bylaws, and
with respect to transaction of other business, those matters required by
Section 3.11 of these Bylaws.
Section 3.13 Action Without Meeting. Whenever the Declaration
permits an action by Shareholders without a meeting, in order that
the Trust's Shareholders shall have an opportunity to receive and
consider the information germane to an informed judgment as to
whether to give a written consent, any action to be taken by written
consent shall not be effective until, and the Shareholders of the
Trust shall be able to give or revoke written consents for, at least
sixty (60) days from the date of the commencement of a solicitation
(as such term is defined in Rule 14a-l(l) promulgated under the
Exchange Act) of consents. For purposes of this Section 3.13, a
consent solicitation shall be deemed to have commenced when a proxy
statement or information statement containing the information re-
quired by law is first furnished to the Trust's Shareholders.
Consents shall be valid for a maximum of sixty (60) days after the
date of the earliest dated consent delivered to the Trust.
ARTICLE IV
MISCELLANEOUS
Section 4.1 Record Dates and Closing of Transfer Books.
Pursuant to the Declaration, the Trustees may fix record dates for
specified purposes. If a record date is so fixed, only Shareholders of
record on the date so fixed shall be entitled to the rights to which the
record date pertains.
Section 4.2 Inspection of Bylaws. The Trustees shall keep at
the principal office for the transaction of business of the Trust the
original or a copy of the Bylaws as amended or otherwise altered to date,
certified by the Secretary, which shall be open to inspection by the
Shareholders at all reasonable times during office hours.
Section 4.3 Control Share Acquisition. Until such time as
this Section 4.3 shall be repealed or these Bylaws shall be amended to
provide otherwise, in each case in accordance with Article V of these
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Bylaws, the provisions of Subtitle 7 of Title 3 of the Corporations and
Associations Article of the Annotated Code of Maryland (the "Code") shall
not apply to "control share acquisitions" of the Trust within the meaning
of the Code.
ARTICLE V
AMENDMENTS
Section 5.1 By Trustees. Except for any change for which the
Declaration or these Bylaws require approval by more than a majority
vote, these Bylaws may be amended or repealed or new or additional Bylaws
may be adopted by the vote or written consent of a majority of the
Trustees.
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ARTICLE VI
DEFINITIONS
Section 6.1 Definitions. All terms defined in the Declaration
shall have the same meaning when used in these Bylaws.
ARTICLE VII
FISCAL YEAR
Section 7.1 Fiscal Year. The fiscal year of the Trust shall
be the calendar year.
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TABLE OF CONTENTS
ARTICLE I
TRUSTEES
Section 1.1 Qualifying Shares Not Required . . . . . . . . . 1
Section 1.2 Quorum . . . . . . . . . . . . . . . . . . . . . 1
Section 1.3 Number and Term; Election . . . . . . . . . . . . 1
Section 1.4 Place of Meeting . . . . . . . . . . . . . . . . 1
Section 1.5 Organizational Meeting . . . . . . . . . . . . . 1
Section 1.6 Regular Meetings . . . . . . . . . . . . . . . . 1
Section 1.7 Special Meetings . . . . . . . . . . . . . . . . 1
Section 1.8 Adjourned Meetings . . . . . . . . . . . . . . . 2
Section 1.9 Waiver of Notice . . . . . . . . . . . . . . . . 2
Section 1.10 Action Without Meeting . . . . . . . . . . . . . 2
Section 1.11 Telephone Meetings . . . . . . . . . . . . . . . 2
Section 1.12 Committee Rules . . . . . . . . . . . . . . . . . 2
ARTICLE II
OFFICERS
Section 2.1 Enumeration . . . . . . . . . . . . . . . . . . . 3
Section 2.2 Powers and Duties of the Chairman . . . . . . . . 3
Section 2.3 Powers and Duties of the President . . . . . . . 3
Section 2.4 Powers and Duties of Vice-President . . . . . . . 3
Section 2.5 Duties of the Secretary . . . . . . . . . . . . . 3
(a) Minutes . . . . . . . . . . . . . . . . . . 4
(b) Books and Other Records . . . . . . . . . . 4
(c) Share Register . . . . . . . . . . . . . . . 4
(d) General Duties . . . . . . . . . . . . . . . 4
Section 2.6 Duties of the Treasurer . . . . . . . . . . . . . 4
ARTICLE III
SHAREHOLDERS
Section 3.1 Effect of Quorum . . . . . . . . . . . . . . . . 4
Section 3.2 Place of Meeting . . . . . . . . . . . . . . . . 4
Section 3.3 Annual Meeting . . . . . . . . . . . . . . . . . 4
Section 3.4 Special Meetings . . . . . . . . . . . . . . . . 5
Section 3.5 Notice of Regular or Special Meetings . . . . . . 5
Section 3.6 Notice of Adjourned Meetings . . . . . . . . . . 5
Section 3.7 Consent of Absentees . . . . . . . . . . . . . . 6
Section 3.8 Voting Rights . . . . . . . . . . . . . . . . . . 6
Section 3.9 Advance Notice for Nomination
of Trustees . . . . . . . . . . . . . . . . . . 6
Section 3.10 Advance Notice for Transaction
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of Business . . . . . . . . . . . . . . . . . . 8
Section 3.11 Record Date . . . . . . . . . . . . . . . . . . . 9
Section 3.12 Action Without Meeting . . . . . . . . . . . . . 9
ARTICLE IV
MISCELLANEOUS
Section 4.1 Record Dates and Closing of
Transfer Books . . . . . . . . . . . . . . . . 10
Section 4.2 Inspection of Bylaws . . . . . . . . . . . . . . 10
Section 4.3 Control Share Acquisition . . . . . . . . . . . . 10
ARTICLE V
AMENDMENTS
Section 5.1 By Trustees . . . . . . . . . . . . . . . . . . . 10
ARTICLE VI DEFINITIONS . . . . . . . . . . 10
Section 6.1 Definitions . . . . . . . . . . . . . . . . . . . 10
ARTICLE VII
FISCAL YEAR
Section 7.1 Fiscal Year . . . . . . . . . . . . . . . . . . . 11