Exhibit 3(ii)(b) MEDITRUST ACQUISITION COMPANY ----------------------------- FIRST AMENDMENT TO BY-LAWS ----------------------------- Adopted as of August 8, 1997 Pursuant to that certain Action by Unanimous Written Consent of the Trustees, dated August 8, 1997, the By-Laws of Meditrust Acquisition Company are amended as follows: 1. Section 4.2(b) is deleted and replaced with the following: (b) Notwithstanding anything in Section 4.1 to the contrary, immediately following the exchange by Meditrust of the Original MAC Shares for a number of Shares equal to the total number of Meditrust Shares (as defined herein) outstanding as of the Record Date of the Spinoff, and continuing thereafter until such time as the limitation on transfer provided for in the Pairing Agreement between the Trust and Meditrust shall be terminated in the manner therein provided: (i) the Shares shall not be transferable, and shall not be transferred on the records of the Trust, unless (1) a simultaneous transfer is made by the same transferor to the same transferee, or (2) such transferor has previously arranged with Meditrust for the transfer to the transferee, of a like number of shares of Meditrust beneficial interest without par value (the "Meditrust Shares") and such shares are paired with one another. (ii) Ownership of Shares shall be evidenced by Meditrust Shares. Each holder of Meditrust Shares shall be deemed to own an equal number of Shares, which shall be held in trust for the benefit of such holders of Meditrust Shares. (iii) A conspicuous legend shall be placed on each Meditrust Share certificate evidencing ownership of Meditrust Shares and Shares issued after the Record Date of the Spinoff, referring to the restrictions or transfer set forth in the Pairing Agreement.