THE CHICAGO DOCK AND CANAL TRUST
BYLAWS
PREAMBLE
These Bylaws have been adopted by the Trustees of The Chicago Dock and
Canal Trust, an Illinois business trust (the "Trust"), established pursuant to a
Declaration of Trust dated January 22, 1962, restated September 16, 1986, and
subsequently amended (the "Declaration of Trust"), pursuant to the absolute and
exclusive power and control over the management and conduct of the business and
affairs of the Trust vested in the Trustees pursuant to Article III of the
Declaration of Trust. These Bylaws are intended to supplement the provisions of
the Declaration of Trust and to assist the Trustees in their management and
conduct of the business and affairs of the Trust in accordance with the
Declaration of Trust. No provision of these Bylaws shall be deemed to supersede
in any respect any provision of the Declaration of Trust. In the event of any
conflict between the provisions of these Bylaws and the provisions of the
Declaration of Trust, the provisions of the Declaration of Trust shall be
controlling.
1. COMMITTEES OF TRUSTEES
(a) In accordance with Section 6.14 of the Declaration of Trust,
there are hereby established the following Committees of Trustees, each of which
shall consist of two (2) or more Trustees and shall have and may exercise the
powers conferred or authorized pursuant to this Section 1 (and expressly
excluding the powers specified in Article III, paragraph 3, Article IV, Section
4.1 and Article XI of the Declaration of Trust): Nominating Committee, Audit
Committee, Compensation Committee, Negotiating Committee and Stock Option
Committee.
(b) The Nominating Committee shall consider and recommend to the
Board of Trustees nominees for election as Trustees and officers, including any
candidates for nominees as Trustee submitted by shareholders.
(c) The Audit Committee shall consist solely of non-employee Trustees
and shall perform the following duties:
EXHIBIT 3.2
(i) to conduct appropriate review of all related-party
transactions to which the Trust proposes to be a party and to review
all potential conflicts of interest situations involving the Trust,
Trustees and/or officers of the Trust and to make appropriate
recommendations to the Board concerning such matters;
(ii) to recommend annually to the Board for its approval the
appointment of the Trust's independent auditors, review the results of
the annual audit, monitor the Trust's compliance with the requirements
under the Internal Revenue Code of 1986, as amended, as a real estate
investment trust, review the financial controls of the Trust and
consult with the auditors on matters relating to the accounting
systems and financial statements of the Trust;
(iii) subject to appropriate review by the Board of Trustees,
to review the Trust's Annual Report on Form 10-K, the proxy statement
for any annual or special meeting of shareholders, and, to the extent
from time to time requested by the Board of Trustees or considered
appropriate by the Committee, any other documents proposed to be filed
with the Securities and Exchange Commission.
(d) The Compensation Committee shall review and recommend to the
Board of Trustees the amount and form of compensation and benefits paid to
executive officers and Trustees of the Trust.
(e) The Negotiating Committee shall consist of the President of the
Trust, who shall serve as Chair of the Committee, and two (2) or more additional
Trustees. The function of the Negotiating Committee is to consider major
operating decisions, including significant transactions involving the Trust, and
to make recommendations in respect thereof to the Board of Trustees.
(f) The Stock Option Committee shall consist of all of the non-
employee Trustees. Unless otherwise determined by resolution of the Board of
Trustees, the Chair of the Compensation Committee shall serve as Chair of the
Stock Option Committee. The function of the Stock Option Committee is to
administer the Trust's employee stock option plans and to approve all grants of
stock options under the Trust's employee stock option plans.
(g) Each Committee shall have and exercise such other or additional
powers and authority and perform such other or additional functions (expressly
excluding the powers specified in Article III, paragraph 3, Article IV, Section
4.1 and Article XI of the Declaration of Trust) as may from time to time be
determined by resolution of the Board of Trustees.
(h) In accordance with Section 6.14 of the Declaration of Trust, the
Trustees, by resolution duly adopted, may at any time change the membership of
any Committee, fill vacancies in any Committee or dissolve any Committee. The
Trustees may also appoint persons who are not Trustees to serve as advisory
members of any Committee. Subject to the provisions of paragraph (e) above with
respect to the service of the President as Chair of the Negotiating Committee,
the Trustees, by resolution duly adopted, may designate any member of a
Committee to serve as Chair of the Committee; and in the absence of such
designation of a Chair by the Trustees, a majority of the members of any
Committee may designate the Chair of such Committee.
(i) A majority of the members then constituting any Committee and
attending any meeting of the Committee duly called may exercise and perform any
of the powers, authority and functions of such Committee. Unless otherwise
determined by resolution of the Committee, any meeting of any Committee may be
called by the President of the Trust, by the Chair of the Committee or by a
majority of the members of the Committee upon not less than forty-eight (48)
hours prior notice delivered by mail, commercial overnight delivery service,
facsimile transmission or telegram; provided that the Stock Option Committee
shall be deemed to be duly convened at any meeting of the Trustees duly called
at which a quorum is present and at which matters relating to employee
compensation may be considered. The President of the Trust shall be invited and
be entitled to attend all meetings of Committees unless the President is excused
from attendance at any meeting by resolution of the Committee or the Board of
Trustees. Subject to the foregoing provision as to attendance by the President,
no person other than a Committee member shall be entitled or permitted to attend
any meeting of a Committee except upon the invitation of the Chair of the
Committee or by resolution of such Committee or the Board of Trustees.
2. RETIREMENT OF TRUSTEES
No person shall be nominated to serve as a Trustee of the Trust who has
attained the age of 72 as of the April 30 preceding the Annual Meeting of
Shareholders at which such election of Trustees is to be conducted.
3. HONORARY TRUSTEES
The Trustees, by resolution duly adopted, may from time to time designate
one or more retired Trustees, or one or more categories of retired Trustees, as
Honorary Trustees, who may have such privileges to attend and participate in the
discussion at meetings of Trustees as may be determined by such resolution.
4. NOMINATION OF TRUSTEES
No person shall be nominated for Trustee of the Trust or shall otherwise be
eligible for election as Trustee unless either (i) such person shall be
nominated by the Board of Trustees of the Trust or (ii) such person shall be
nominated by one or more
shareholders who shall deliver written notice of such nomination to the
Secretary of the Trust at the principal executive offices of the Trust not later
than the close of business on the 60th day nor earlier than the close of
business on the 90th day prior to the first anniversary of the preceding year's
Annual Meeting of Shareholders. Such shareholder's notice of nomination shall
set forth as to each person whom the shareholder proposes to nominate for
election as Trustee all information relating to such person that is required to
be disclosed in solicitations of proxies for election of Trustees in an election
context, or is otherwise required, pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended, and the rules thereunder and under
any other applicable laws or regulations (including, without limitation, such
person's written consent to being named as a nominee).
5. VOTING BY SHAREHOLDERS
In accordance with Section 5.3 of the Declaration of Trust, the
shareholders of the Trust shall elect the Trustees at the Annual Meeting of
Shareholders; and in accordance with Section 5.4 of the Declaration of Trust,
special meetings of the shareholders may be called by the Trustees but only for
the purpose of enabling the shareholders to vote on those matters upon which
they are specifically entitled to vote by the Declaration of Trust. Consistent
with the provisions of Section 5.4 of the Declaration of Trust, the Trustees
shall determine which matters (in addition to the election of Trustees at the
Annual Meeting of Shareholders) the shareholders are entitled to vote upon at
any meeting of the shareholders; and the Trustees may, in their sole discretion,
but need not, request a non-binding confirming or advisory vote of the
shareholders with respect to any matter as to which the Trustees consider such
vote to be appropriate (including by way of example the approval of the Trust's
independent auditors and the approval of any employee or Trustee stock option
plan).
6. CONDUCT OF SHAREHOLDERS' MEETINGS
The date and time of the opening and the closing of the polls for each
matter upon which the shareholders will vote at any meeting of shareholders
shall be announced at the meeting by the person presiding over the meeting. The
Board of Trustees may to the extent not prohibited by law adopt by resolution
such rules and regulations for the conduct of the meeting of shareholders as it
shall deem appropriate. Except to the extent inconsistent with such rules and
regulations as adopted by the Board of Trustees, the chair of any meeting of
shareholders shall have the right and authority to prescribe such rules,
regulations and procedures and to do all such acts as, in the judgment of such
chair, are appropriate for the proper conduct of the meeting. Such rules,
regulations or procedures, whether adopted by the Board of Trustees or
prescribed by the chair of the meeting, may to the extent not prohibited by law
include, without limitation, the following: (i) the establishment of an agenda
or order of business for the meeting; (ii) rules and procedures for maintaining
order at the meeting and the safety of those present; (iii) limitations on
attendance at or participation in the meeting to shareholders of record, their
duly authorized and constituted proxies or such other persons as the Board of
Trustees or the chair of the
meeting shall determine; (iv) restrictions on entry to the meeting after the
time fixed for the commencement thereof; and (v) limitations on the time
allotted to questions or comments by participants. Unless, and to the extent,
determined by the Board of Trustees or the chair of the meeting, meetings of
shareholders shall not be required to be held in accordance with the rules of
parliamentary procedure. In accordance with Section 7.5 of the Declaration of
Trust, the President of the Trust shall preside as chair at all meetings of
shareholders, unless the President is not available to do so.
7. CONDUCT OF TRUSTEES' MEETINGS
In accordance with Section 7.5 of the Declaration of Trust, the President
of the Trust shall preside at all meetings of the Trustees; provided that the
majority of the Trustees then holding office and attending any meeting duly
called may excuse the President from any portion of a meeting. No person other
than a Trustee shall be entitled or permitted to attend any meeting of the
Trustees except upon the invitation of the President, unless otherwise
determined by resolution of a majority of the Trustees then holding office and
attending any meeting duly called.
8. AMENDMENT
These Bylaws may be modified, amended or revoked in whole or in part at any
time by resolution of a majority of the Trustees then holding office and
attending any meeting duly called.