Exhibit 3.2
[LOGO] FEDERAL REALTY INVESTMENT TRUST
Bylaws
Federal Realty Investment Trust
Amended and Restated Bylaws
(February 12, 2003)
ARTICLE I
OFFICES
Section 1. PRINCIPAL OFFICE. The principal office of the Trust shall be located
at such place or places as the Board of Trustees may designate.
Section 2. ADDITIONAL OFFICES. The Trust may have additional offices at such
places as the Board of Trustees may from time to time determine or the business
of the Trust may require.
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 1. PLACE. All meetings of shareholders shall be held at the principal
executive office of the Trust or at such other place within the United States as
shall be stated in the notice of the meeting.
Section 2. ANNUAL MEETING. An annual meeting of the shareholders for the
election of Trustees and the transaction of any business within the powers of
the Trust shall be held during the month of May of each year, after the delivery
of the annual report referred to in Section 12 of this Article II, at a
convenient location and on proper notice, on a date and at the time set by the
Trustees, beginning with the year 1999. Failure to hold an annual meeting does
not invalidate the Trust's existence or affect any otherwise valid acts of the
Trust.
Section 3. SPECIAL MEETINGS. The Chairman of the Board, the Chief Executive
Officer, the President or one-third of the Trustees may call special meetings of
the shareholders. Special meetings of shareholders shall also be called by the
Secretary upon the written request of the holders of shares entitled to cast not
less than a twenty-five percent of all the votes entitled to be cast at such
meeting. Such request shall state the purpose of such meeting and the matters
proposed to be acted on at such meeting. The Secretary shall inform such
shareholders of the reasonably estimated cost of preparing and mailing notice of
the meeting and, upon payment by such shareholders to the Trust of such costs,
the Secretary shall give notice to each shareholder entitled to notice of the
meeting. Unless requested by shareholders entitled to cast a majority of all the
votes entitled to be cast at such meeting, a special meeting need not be called
to consider any matter which is substantially the same as a matter voted on at
any meeting of the shareholders held during the preceding twelve months.
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Section 4. NOTICE. Not less than ten nor more than 90 days before each meeting
of shareholders, the Secretary shall give to each shareholder entitled to vote
at such meeting and to each shareholder not entitled to vote who is entitled to
notice of the meeting written or printed notice stating the time and place of
the meeting and, in the case of a special meeting or as otherwise may be
required by any statute, the purpose for which the meeting is called, either by
mail or by presenting it to such shareholder personally or by leaving it at his
residence or usual place of business. If mailed, such notice shall be deemed to
be given when deposited in the United States mail addressed to the shareholder
at his post office address as it appears on the records of the Trust, with
postage thereon prepaid.
Section 5. SCOPE OF NOTICE. Any business of the Trust may be transacted at an
annual meeting of shareholders without being specifically designated in the
notice, except such business as is required by any statute to be stated in such
notice. No business shall be transacted at a special meeting of shareholders
except as specifically designated in the notice.
Section 6. ORGANIZATION. The Chairman of the Board shall preside over every
meeting of the shareholders. If there is no Chairman or the Chairman is not
present at any meeting of the shareholders, the Chief Executive Officer shall
preside. In the case of a vacancy in office or an absence of both the Chairman
and the Chief Executive Officer, one of the following officers present shall
conduct the meeting in the order stated: the President, the Vice Presidents (as
defined in Article V, Section 8) in their order of rank and seniority, or a
Chairman chosen by the shareholders entitled to cast a majority of the votes
which all shareholders present in person or by proxy are entitled to cast, shall
act as Chairman. The Secretary, or, in his absence, an Assistant Secretary, or
in the absence of both the Secretary and Assistant Secretaries, a person
appointed by the Chief Executive Officer, shall act as Secretary of the meeting.
Section 7. QUORUM. At any meeting of shareholders, the presence in person or by
proxy of shareholders entitled to cast a majority of all the votes entitled to
be cast at such meeting shall constitute a quorum; but this section shall not
affect any requirement under any statute or the Declaration of Trust for the
vote necessary for the adoption of any measure. The shareholders entitled to
vote at such meeting, present in person or by proxy, shall have the power to
adjourn the meeting from time to time to a date not more than 120 days after the
original record date without notice other than announcement at the meeting. At
such adjourned meeting at which a quorum shall be present, any business may be
transacted which might have been transacted at the meeting as originally
notified.
Section 8. VOTING. A plurality of all the votes cast at a meeting of
shareholders duly called and at which a quorum is present shall be sufficient to
elect a Trustee. Each share may be voted for as many individuals as there are
Trustees to be elected and for whose election the share is entitled to be voted.
A majority of the votes cast at a meeting of shareholders duly called and at
which a quorum is present shall be sufficient to approve any other matter which
may properly come before the meeting, unless more than a majority of the votes
cast is required herein or by statute or by the Declaration of Trust. Unless
otherwise provided in the Declaration of Trust, each outstanding share,
regardless of class, shall be entitled to one vote on each matter submitted to a
vote at a meeting of shareholders.
Section 9. PROXIES. A shareholder may cast the votes entitled to be cast by the
shares owned of record by him either in person or by proxy executed by the
shareholder or by his duly
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authorized agent in any manner allowed by law. Such proxy shall be filed with
the Secretary of the Trust before or at the time of the meeting. No proxy shall
be valid after eleven months from the date of its execution, unless otherwise
provided in the proxy.
Section 10. VOTING OF SHARES BY CERTAIN HOLDERS. Shares of the Trust registered
in the name of a corporation, partnership, limited liability company, trust or
other entity, if entitled to be voted, may be voted by the president or a vice
president, a general partner, a manager, a managing member or trustee thereof,
as the case may be, or a proxy appointed by any of the foregoing individuals,
unless some other person who has been appointed to vote such shares pursuant to
a bylaw or a resolution of the governing board of such corporation or other
entity or agreement of the partners of the partnership or agreement of the
members of the limited liability company presents a certified copy of such
bylaw, resolution or agreement, in which case such person may vote such shares.
Any trustee or other fiduciary may vote shares registered in his name as such
fiduciary, either in person or by proxy.
Shares of the Trust directly or indirectly owned by it shall not be voted at any
meeting and shall not be counted in determining the total number of outstanding
shares entitled to be voted at any given time, unless they are held by it in a
fiduciary capacity, in which case they may be voted and shall be counted in
determining the total number of outstanding shares at any given time.
The Trustees may adopt by resolution a procedure by which a shareholder may
certify in writing to the Trust that any shares registered in the name of the
shareholder are held for the account of a specified person other than the
shareholder. The resolution shall set forth the class of shareholders who may
make the certification, the purpose for which the certification may be made, the
form of certification and the information to be contained in it; if the
certification is with respect to a record date or closing of the share transfer
books, the time after the record date or closing of the share transfer books
within which the certification must be received by the Trust; and any other
provisions with respect to the procedure which the Trustees consider necessary
or desirable. On receipt of such certification, the person specified in the
certification shall be regarded as, for the purposes set forth in the
certification, the shareholder of record of the specified shares in place of the
shareholder who makes the certification.
Notwithstanding any other provision contained herein or in the Declaration of
Trust or these Bylaws, Title 3, Subtitle 7 of the Corporations and Associations
Article of the Annotated Code of Maryland (or any successor statute) shall not
apply to any acquisition by any person of shares of beneficial interest of the
Trust. This section may be repealed, in whole or in part, at any time, whether
before or after an acquisition of control shares and, upon such repeal, may, to
the extent provided by any successor bylaw, apply to any prior or subsequent
control share acquisition.
Section 11. INSPECTORS. At any meeting of shareholders, the chairman of the
meeting may appoint one or more persons as inspectors for such meeting. Such
inspectors shall ascertain and report the number of shares represented at the
meeting based upon their determination of the validity and effect of proxies,
count all votes, report the results and perform such other acts as are proper to
conduct the election and voting with impartiality and fairness to all the
shareholders.
Each report of an inspector shall be in writing and signed by him or by a
majority of them if there is more than one inspector acting at such meeting. If
there is more than one inspector, the
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report of a majority shall be the report of the inspectors. The report of the
inspector or inspectors on the number of shares represented at the meeting and
the results of the voting shall be prima facie evidence thereof.
Section 12. REPORTS TO SHAREHOLDERS. The Trustees shall submit to the
shareholders at or before the annual meeting of shareholders a report of the
business and operations of the Trust during such fiscal year, containing a
balance sheet and a statement of income and surplus of the Trust, accompanied by
the certification of an independent certified public accountant, and such
further information as the Trustees may determine is required pursuant to any
law or regulation to which the Trust is subject. Within the earlier of 20 days
after the annual meeting of shareholders or 120 days after the end of the fiscal
year of the Trust, the Trustees shall place the annual report on file at the
principal office of the Trust and with any governmental agencies as may be
required by law and as the Trustees may deem appropriate.
Section 13. NOMINATIONS AND PROPOSALS BY SHAREHOLDERS.
(a) Annual Meetings of Shareholders.
(1) Nominations of persons for election to the Board of Trustees and
the proposal of business to be considered by the shareholders may be
made at an annual meeting of shareholders: (A) pursuant to the Trust's
notice of meeting; (B) by or at the direction of the Trustees; or (C)
by any shareholder of the Trust who was a shareholder of record both at
the time of giving of notice provided for in this Section 13(a) and at
the time of the annual meeting, who is entitled to vote at the meeting
and who complied with the notice procedures set forth in this Section
13(a).
(2) For nominations or other business to be properly brought before an
annual meeting by a shareholder pursuant to clause (C) of paragraph
(a)(1) of this Section 13, the shareholder must have given timely
notice thereof in writing to the Secretary of the Trust and such other
business must otherwise be a proper matter for action by shareholders.
To be timely, a shareholder's notice shall be delivered to the
Secretary at the principal executive offices of the Trust not later
than the close of business on the 120th calendar day before the first
anniversary of the date of the Trust's proxy statement released to
shareholders in connection with the preceding year's annual meeting;
provided, however, that in the event that the date of the current
year's annual meeting has been changed by more than 30 days from the
date of the preceding year's meeting or if the Trust did not hold an
annual meeting the preceding year, notice by the shareholder to be
timely must be so delivered within a reasonable time before the Trust
begins to print and mail its proxy materials. In no event shall the
public announcement of a postponement or adjournment of an annual
meeting to a later date or time commence a new time period for the
giving of a shareholder's notice as described above. Such shareholder's
notice shall set forth: (A) as to each person whom the shareholder
proposes to nominate for election or reelection as a Trustee all
information relating to such person that is required to be disclosed in
solicitations of proxies for election of Trustees in an election
contest, or is otherwise required, in each case pursuant to Regulation
14A under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") (including such person's written consent to being named
in the proxy statement as a nominee and to serving as a Trustee if
elected); (B) as to any other business that the shareholder proposes to
bring
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before the meeting, a brief description of the business desired to be
brought before the meeting, the reasons for conducting such business at
the meeting and any material interest in such business of such
shareholder and of the beneficial owner, if any, on whose behalf the
proposal is made; and (C) as to the shareholder giving the notice and
the beneficial owner, if any, on whose behalf the nomination or
proposal is made: (i) the name and address of such shareholder, as they
appear on the Trust's books, and of such beneficial owner; and (ii) the
number of each class of shares of the Trust which are owned
beneficially and of record by such shareholder and such beneficial
owner.
(3) Notwithstanding anything in the second sentence of paragraph (a)(2)
of this Section 13 to the contrary, in the event that the number of
Trustees to be elected to the Board of Trustees is increased and there
is no public announcement by the Trust naming all of the nominees for
Trustee or specifying the size of the increased Board of Trustees at
least 70 days prior to the first anniversary of the preceding year's
annual meeting, a shareholder's notice required by this Section 13(a)
shall also be considered timely, but only with respect to nominees for
any new positions created by such increase, if it shall be delivered to
the Secretary at the principal executive offices of the Trust not later
than the close of business on the tenth day following the day on which
such public announcement is first made by the Trust.
(b) Special Meetings of Shareholders. Only such business shall be conducted
at a special meeting of shareholders as shall have been brought before the
meeting pursuant to the Trust's notice of meeting. Nominations of persons for
election to the Board of Trustees may be made at a special meeting of
shareholders at which Trustees are to be elected: (i) pursuant to the Trust's
notice of meeting; (ii) by or at the direction of the Board of Trustees; or
(iii) provided that the Board of Trustees has determined that Trustees shall be
elected at such special meeting, by any shareholder of the Trust who was a
shareholder of record both at the time of giving of notice provided for in this
Section 13(b) and at the time of the special meeting, who is entitled to vote at
the meeting and who complied with the notice procedures set forth in this
Section 13(b). In the event the Trust calls a special meeting of shareholders
for the purpose of electing one or more Trustees to the Board of Trustees, any
such shareholder may nominate a person or persons (as the case may be) for
election to such position as specified in the Trust's notice of meeting, if the
shareholder's notice containing the information required by paragraph (a)(2) of
this Section 13 shall be delivered to the Secretary at the principal executive
offices of the Trust not earlier than the close of business on the 120th day
prior to such special meeting and not later than the close of business on the
later of the 90th day prior to such special meeting or the tenth day following
the day on which public announcement is first made of the date of the special
meeting and of the nominees proposed by the Trustees to be elected at such
meeting. In no event shall the public announcement of a postponement or
adjournment of a special meeting to a later date or time commence a new time
period for the giving of a shareholder's notice as described above.
(c) General.
(1) Only such persons who are nominated in accordance with the
procedures set forth in this Section 13 shall be eligible to serve as
Trustees and only such business shall be conducted at a meeting of
shareholders as shall have been brought before the meeting in
accordance with the procedures set forth in this Section 13. The
chairman of the meeting shall have the power and duty to determine
whether a nomination or any business
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proposed to be brought before the meeting was made or proposed, as the
case may be, in accordance with the procedures set forth in this Section
13 and, if any proposed nomination or business is not in compliance with
this Section 13, to declare that such nomination or proposal shall be
disregarded.
(2) For purposes of this Section 13, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable news service or in a document publicly
filed by the Trust with the Securities and Exchange Commission pursuant to
Section 13, 14 or 15(d) of the Exchange Act.
(3) Notwithstanding the foregoing provisions of this Section 13, a
shareholder shall also comply with all applicable requirements of state
law and of the Exchange Act and the rules and regulations thereunder with
respect to the matters set forth in this Section 13. Nothing in this
Section 13 shall be deemed to affect any rights of shareholders to request
inclusion of proposals in, nor the right of the Trust to omit a proposal
from, the Trust's proxy statement pursuant to Rule 14a-8 under the
Exchange Act.
Section 14. INFORMAL ACTION BY SHAREHOLDERS.
(a) Any action by Shareholders may be taken without a meeting, if a majority
of Shares entitled to vote on the matter (or such larger proportion of Shares as
shall be required to take such action) consent to the action in writing and the
written consents are filed with the records of the meetings of Shareholders.
(b) 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 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 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 State of
Maryland, 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 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.
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Section 15. VOTING BY BALLOT. Voting on any question or in any election may be
viva voce unless the presiding officer shall order or any shareholder shall
demand that voting be by ballot.
ARTICLE III
TRUSTEES
Section 1. GENERAL POWERS; QUALIFICATIONS; TRUSTEES HOLDING OVER. The business
and affairs of the Trust shall be managed under the direction of its Board of
Trustees. A Trustee shall be an individual at least 21 years of age who is not
under legal disability. In case of failure to elect Trustees at an annual
meeting of the shareholders, the Trustees holding over shall continue to direct
the management of the business and affairs of the Trust until their successors
are elected and qualify.
Section 2. NUMBER. At any regular meeting or at any special meeting called for
that purpose, a majority of the entire Board of Trustees may establish, increase
or decrease the number of Trustees; provided, however, that the total number of
Trustees shall not be less than three (3) or more than fifteen (15).
Section 3. ANNUAL AND REGULAR MEETINGS. An annual meeting of the Trustees
shall be held immediately after and at the same place as the annual meeting of
shareholders, no notice other than this Bylaw being necessary. The Trustees may
provide, by resolution, the time and place, either within or without the State
of Maryland, for the holding of regular meetings of the Trustees without other
notice than such resolution.
Section 4. SPECIAL MEETINGS. Special meetings of the Trustees may be called by
or at the request of the Chairman of the Board, the Chief Executive Officer or
the President or by a majority of the Trustees then in office. The person or
persons authorized to call special meetings of the Trustees may fix any place,
either within or without the State of Maryland, as the place for holding any
special meeting of the Trustees called by them.
Section 5. NOTICE. Notice of any special meeting shall be given by written
notice delivered personally, telegraphed, facsimile-transmitted or mailed to
each Trustee at his business or residence address. Personally delivered or
telegraphed notices shall be given at least two days prior to the meeting.
Notice by mail shall be given at least five days prior to the meeting. Telephone
or facsimile-transmission notice shall be given at least 24 hours prior to the
meeting. If mailed, such notice shall be deemed to be given when deposited in
the United States mail properly addressed, with postage thereon prepaid. If
given by telegram, such notice shall be deemed to be given when the telegram is
delivered to the telegraph company. Telephone notice shall be deemed given when
the Trustee is personally given such notice in a telephone call to which the
Trustee is a party. Facsimile-transmission notice shall be deemed given upon
completion of the transmission of the message to the number given to the Trust
by the Trustee and receipt of a completed transmission report confirming
delivery. Neither the business to be transacted at, nor the purpose of, any
annual, regular or special meeting of the Trustees need be stated in the notice,
unless specifically required by statute or these Bylaws.
Section 6. QUORUM. A majority of the Trustees shall constitute a quorum for
transaction of business at any meeting of the Trustees, provided that, if less
than a majority of such Trustees
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are present at said meeting, a majority of the Trustees present may adjourn the
meeting from time to time without further notice, and provided further that if,
pursuant to the Declaration of Trust or these Bylaws, the vote of a majority of
a particular group of Trustees is required for action, a quorum must also
include a majority of such group.
The Trustees present at a meeting which has been duly called and convened may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough Trustees to leave less than a quorum.
Section 7. VOTING. The action of the majority of the Trustees present at a
meeting at which a quorum is present shall be the action of the Trustees, unless
the concurrence of a greater proportion is required for such action by
applicable statute.
Section 8. TELEPHONE MEETINGS. Trustees may participate in a meeting by means
of a conference telephone or similar communications equipment if all persons
participating in the meeting can hear each other at the same time. Participation
in a meeting by these means shall constitute presence in person at the meeting.
Section 9. INFORMAL ACTION BY TRUSTEES. Any action required or permitted to be
taken at any meeting of the Trustees may be taken without a meeting, if a
consent in writing to such action is signed by each Trustee and such written
consent is filed with the minutes of proceedings of the Trustees.
Section 10. VACANCIES. If for any reason any or all the Trustees cease to be
Trustees, such event shall not terminate the Trust or affect these Bylaws or the
powers of the remaining Trustees hereunder (even if fewer than 3 Trustees
remain). Subject to the rights of holders of one or more classes or series of
preferred shares then outstanding, any vacancy on the Board of Trustees
(including a vacancy created by an increase in the number of Trustees) may be
filled by a majority of the remaining Trustees or, if the remaining Trustees
fail to act or there is no remaining Trustee, by the vote of holders of at least
a majority of the Shares entitled to vote thereon and present in person or by
proxy at any meeting of the shareholders called for that purpose. Any individual
so elected as Trustee shall serve for the unexpired term of the Trustee he is
replacing.
Section 11. COMPENSATION; FINANCIAL ASSISTANCE.
(a) Compensation. Trustees shall not receive any stated salary for their
services as Trustees but, by resolution of the Trustees, may receive
compensation per year and/or per meeting and/or per visit to real property owned
or to be acquired by the Trust and for any service or activity they performed or
engaged in as Trustees. Trustees may be reimbursed for expenses of attendance,
if any, at each annual, regular or special meeting of the Trustees or of any
committee thereof; and for their expenses, if any, in connection with each
property visit and any other service or activity performed or engaged in as
Trustees; but nothing herein contained shall be construed to preclude any
Trustees from serving the Trust in any other capacity and receiving compensation
therefor.
(b) Financial Assistance to Trustees. To the extent permitted by law, the
Trust may lend money to, guarantee an obligation of or otherwise assist a
Trustee or a trustee of its direct or indirect subsidiary. The loan, guarantee
or other assistance may be with or without interest,
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unsecured, or secured in any manner that the Board of Trustees approves,
including a pledge of Shares.
Section 12. REMOVAL OF TRUSTEES. The shareholders may, at any time, remove any
Trustee in the manner provided in the Declaration of Trust.
Section 13. LOSS OF DEPOSITS. No Trustee shall be liable for any loss which may
occur by reason of the failure of the bank, trust company, savings and loan
association, or other institution with whom moneys or shares have been
deposited.
Section 14. SURETY BONDS. Unless required by law, no Trustee shall be obligated
to give any bond or surety or other security for the performance of any of his
duties.
Section 15. RELIANCE. Each Trustee, officer, employee and agent of the Trust
shall, in the performance of his duties with respect to the Trust, be fully
justified and protected with regard to any act or failure to act in reliance in
good faith upon the books of account or other records of the Trust, upon an
opinion of counsel or upon reports made to the Trust by any of its officers or
employees or by the adviser, accountants, appraisers or other experts or
consultants selected by the Trustees or officers of the Trust, regardless of
whether such counsel or expert may also be a Trustee.
Section 16. INTERESTED TRUSTEE TRANSACTIONS. Section 2-419 of the Maryland
General Corporation Law (the "MGCL") shall be available for and apply to any
contract or other transaction between the Trust and any of its Trustees or
between the Trust and any other trust, corporation, firm or other entity in
which any of its Trustees is a trustee or director or has a material financial
interest.
Section 17. CERTAIN RIGHTS OF TRUSTEES, OFFICERS, EMPLOYEES AND AGENTS. The
Trustees shall have no responsibility to devote their full time to the affairs
of the Trust. Any Trustee or officer, employee or agent of the Trust (other than
a full-time officer, employee or agent of the Trust), in his personal capacity
or in a capacity as an affiliate, employee, or agent of any other person, or
otherwise, may have business interests and engage in business activities similar
or in addition to those of or relating to the Trust, subject to any limitations
imposed by applicable law or any policies adopted by the Board of Trustees.
Section 18. CHAIRMAN OF THE BOARD OF TRUSTEES. The Board of Trustees may elect
from among the Trustees a Chairman of the Board of Trustees by the affirmative
vote of a majority of the full Board of Trustees taken at any regular or special
meeting of the Trustees. The Chairman shall preside over the meetings of
shareholders and the meetings of the Trustees at which he shall be present. The
Chairman may be removed at any time by the affirmative vote of a majority of the
full Board of Trustees taken at any regular or special meeting of the Trustees.
The Chairman may resign from the position of Chairman at any time by written
notice to the Board of Trustees effective upon execution and delivery to the
Trust of such written notice or upon any future date specified in such notice,
provided that such notice shall not constitute written notice to resign as a
Trustee unless so designated.
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ARTICLE IV
COMMITTEES
Section 1. NUMBER, TENURE AND QUALIFICATIONS. The Trustees shall appoint from
among its members an Audit Committee, a Compensation Committee, and a Nominating
and Corporate Governance Committee. The Trustees may appoint from among its
members an Executive Committee and such other committees as they may deem
necessary or appropriate. All committees so appointed shall be composed of two
or more Trustees to serve at the pleasure of the Trustees.
Section 2. POWERS. The Trustees may delegate to committees appointed under
Section 1 of this Article any of the powers of the Trustees, except as
prohibited by law.
Section 3. MEETINGS. In the absence of any member of any such committee, the
members thereof present at any meeting, whether or not they constitute a quorum,
may appoint another Trustee to act in the place of such absent member. Notice of
committee meetings shall be given in the same manner as notice for special
meetings of the Board of Trustees.
One-third, but not less than two, of the members of any committee shall be
present in person at any meeting of such committee in order to constitute a
quorum for the transaction of business at such meeting, and the act of a
majority present shall be the act of such committee. The Board of Trustees may
designate a chairman of any committee, and such chairman or any two members of
any committee may fix the time and place of its meetings unless the Board shall
otherwise provide. In the absence or disqualification of any member of any such
committee, the members thereof present at any meeting and not disqualified from
voting, whether or not they constitute a quorum, may unanimously appoint another
Trustee to act at the meeting in the place of such absent or disqualified
members.
Each committee shall keep minutes of its proceedings and shall report the same
to the Board of Trustees at the next succeeding meeting, and any action by the
committee shall be subject to revision and alteration by the Board of Trustees,
provided that no vested or contractual rights of third persons shall be affected
by any such revision or alteration.
Section 4. TELEPHONE MEETINGS. Members of a committee of the Trustees may
participate in a meeting by means of a conference telephone or similar
communications equipment if all persons participating in the meeting can hear
each other at the same time. Participation in a meeting by these means shall
constitute presence in person at the meeting.
Section 5. INFORMAL ACTION BY COMMITTEES. Any action required or permitted to
be taken at any meeting of a committee of the Trustees may be taken without a
meeting, if a consent in writing to such action is signed by each member of the
committee and such written consent is filed with the minutes of proceedings of
such committee.
Section 6. VACANCIES. Subject to the provisions hereof, the Board of Trustees
shall have the power at any time to change the membership of any committee, to
fill all vacancies, to designate alternate members to replace any absent or
disqualified member or to dissolve any such committee unless such committee is
required to be maintained pursuant to any applicable law, rule or regulation.
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ARTICLE V
OFFICERS
Section 1. GENERAL PROVISIONS. The officers of the Trust shall include a
President, a Secretary and a Treasurer and may include a Chief Executive
Officer, a Chief Operating Officer, a Chief Financial Officer, one or more Vice
Presidents, one or more Assistant Secretaries and one or more Assistant
Treasurers. In addition, the Trustees may from time to time appoint such other
officers with such powers and duties as they shall deem necessary or desirable.
The officers of the Trust shall be elected at such intervals as the Trustees may
determine. Each officer shall hold office until his successor is elected and
qualifies or until his death, resignation or removal in the manner hereinafter
provided. Any two or more offices except President and Vice President may be
held by the same person. In their discretion, the Trustees may leave unfilled
any office except that of President, Secretary and Treasurer. Election of an
officer or agent shall not of itself create contract rights between the Trust
and such officer or agent.
Section 2. REMOVAL AND RESIGNATION. Any officer or agent of the Trust 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 if in their
judgment the best interests of the Trust would be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed. Any officer of the Trust may resign at any time by giving written
notice of his resignation to the Trustees, the Chairman of the Board, the
President or the Secretary. Any resignation shall take effect at any time
subsequent to the time specified therein or, if the time when it shall become
effective is not specified therein, immediately upon its receipt. The acceptance
of a resignation shall not be necessary to make it effective unless otherwise
stated in the resignation. Such resignation shall be without prejudice to the
contract rights, if any, of the Trust.
Section 3. VACANCIES. A vacancy in any office may be filled by the Trustees for
the balance of the term.
Section 4. CHIEF EXECUTIVE OFFICER. The Trustees may designate a Chief
Executive Officer from among the elected officers. The Chief Executive Officer
shall have responsibility for implementation of the policies of the Trust, as
determined by the Trustees, and for the administration of the business affairs
of the Trust. In the absence of the Chairman of the Board or if there is no
Chairman of the Board, the Chief Executive Officer shall preside over the
meetings of the shareholders and the meetings of the Trustees at which he shall
be present.
Section 5. CHIEF OPERATING OFFICER. The Trustees may designate a Chief
Operating Officer from among the elected officers. The Chief Operating Officer
shall have the responsibilities and duties as set forth by the Trustees or the
Chief Executive Officer.
Section 6. CHIEF FINANCIAL OFFICER. The Trustees may designate a Chief
Financial Officer from among the elected officers. The Chief Financial Officer
shall have the responsibilities and duties as set forth by the Trustees or the
Chief Executive Officer.
Section 7. PRESIDENT. In the absence of the Chairman of the Board (or if there
is no Chairman of the Board) and the absence of the Chief Executive Officer, the
President shall
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preside over the meetings of the shareholders and meetings of the Trustees at
which he shall be present. In the absence of a designation of a Chief Executive
Officer by the Trustees, the President shall be the Chief Executive Officer and
shall be ex officio a member of all committees that may, from time to time, be
constituted by the Trustees. The President may execute any deed, mortgage, bond,
contract or other instrument, except in cases where the execution thereof shall
be expressly delegated by the Trustees or by these Bylaws to some other officer
or agent of the Trust or shall be required by law to be otherwise executed; and
in general shall perform all duties incident to the office of President and such
other duties as may be prescribed by the Trustees from time to time.
Section 8. VICE PRESIDENTS. In the absence of the President or in the event of
a vacancy in such office, the Vice President (or in the event there be more than
one Vice President, the Vice Presidents in the order designated at the time of
their election or, in the absence of any designation, then in the order of their
election) shall perform the duties of the President and when so acting shall
have all the powers of and be subject to all the restrictions upon the
President; and shall perform such other duties as from time to time may be
assigned to him by the President or by the Trustees. The Trustees may designate
one or more Vice Presidents as Executive Vice Presidents, Senior Vice Presidents
or Vice Presidents for particular areas of responsibility.
Section 9. SECRETARY. The Secretary shall: (a) keep the minutes of the
proceedings of the shareholders, the Trustees and committees of the Trustees in
one or more books provided for that purpose; (b) see that all notices are duly
given in accordance with the provisions of these Bylaws or as required by law;
(c) be custodian of the Trust records and of the seal of the Trust; (d) keep a
register of the post office address of each shareholder which shall be furnished
to the Secretary by such shareholder; (e) have general charge of the share
transfer books of the Trust; and (f) in general perform such other duties as
from time to time may be assigned to him by the Chief Executive Officer, the
President or the Trustees.
Section 10. TREASURER. The Treasurer shall have the custody of the funds and
securities of the Trust and shall keep full and accurate accounts of receipts
and disbursements in books belonging to the Trust and shall deposit all moneys
and other valuable effects in the name and to the credit of the Trust in such
depositories as may be designated by the Trustees.
He shall disburse the funds of the Trust in accordance with the authority
granted by the Chief Executive Officer, the President or the Trustees, taking
proper vouchers for such disbursements, and shall render to the President and
Trustees, whenever they may require it, an account of all his transactions as
Treasurer and of the financial condition of the Trust.
If required by the Trustees, he shall give the Trust a bond in such sum and with
such surety or sureties as shall be satisfactory to the Trustees for the
faithful performance of the duties of his office and for the restoration to the
Trust, in case of his death, resignation, retirement or removal from office, of
all books, papers, vouchers, moneys and other property of whatever kind in his
possession or under his control belonging to the Trust.
Section 11. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The Assistant
Secretaries and Assistant Treasurers, in general, shall perform such duties as
shall be assigned to them by the Secretary or Treasurer, respectively, or by the
Chief Executive Officer, the President or the Trustees. The Assistant Treasurers
shall, if required by the Trustees, give
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bonds for the faithful performance of their duties in such sums and with such
surety or sureties as shall be satisfactory to the Trustees.
Section 12. SALARIES. The salaries and other compensation of the officers shall
be fixed from time to time by or with the approval of the Trustees and no
officer shall be prevented from receiving such salary or other compensation by
reason of the fact that he is also a Trustee.
ARTICLE VI
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1. CONTRACTS. The Trustees may authorize any officer or agent to enter
into any contract or to execute and deliver any instrument in the name of and on
behalf of the Trust and such authority may be general or confined to specific
instances. Any agreement, deed, mortgage, lease or other document executed by
one or more of the Trustees or by an authorized person shall be valid and
binding upon the Trustees and upon the Trust when authorized or ratified by
action of the Trustees.
Section 2. CHECKS AND DRAFTS. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the Trust shall be signed by such officer or agent of the Trust in such manner
as shall from time to time be determined by the Trustees.
Section 3. DEPOSITS. All funds of the Trust not otherwise employed shall be
deposited from time to time to the credit of the Trust in such banks, trust
companies or other depositories as the Trustees may designate. If the Trustees
fail to designate a depository, the Chief Executive Officer (or if there is no
Chief Executive Officer, the President) may do so.
ARTICLE VII
SHARES
Section 1. CERTIFICATES. Each shareholder shall be entitled to a certificate or
certificates which shall represent and certify the number of shares of each
class of beneficial interests held by him in the Trust. Each certificate shall
be signed by the Chief Executive Officer, the President or an Executive Officer
and countersigned by the Secretary or an Assistant Secretary or the Treasurer or
an Assistant Treasurer and may be sealed with the seal, if any, of the Trust.
The signatures may be either manual or facsimile. Certificates shall be
consecutively numbered; and if the Trust shall, from time to time, issue several
classes of shares, each class may have its own number series. A certificate is
valid and may be issued whether or not an officer who signed it is still an
officer when it is issued. Each certificate representing shares which are
restricted as to their transferability or voting powers, which are preferred or
limited as to their dividends or as to their allocable portion of the assets
upon liquidation or which are redeemable at the option of the Trust, shall have
a statement of such restriction, limitation, preference or redemption provision,
or a summary thereof, plainly stated on the certificate. In lieu of such
statement or summary, the Trust may set forth upon the face or back of the
certificate a statement that the Trust will furnish to any shareholder, upon
request and without charge, a full statement of such information.
Section 2. TRANSFERS. Certificates shall be treated as negotiable and title
thereto and to the shares they represent shall be transferred by delivery
thereof to the same extent as those of a
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Maryland stock corporation. Upon surrender to the Trust or the transfer agent of
the Trust of a share certificate duly endorsed or accompanied by proper evidence
of succession, assignment or authority to transfer, the Trust shall issue a new
certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books.
The Trust shall be entitled to treat the holder of record of any share or shares
as the holder in fact thereof and, accordingly, shall not be bound to recognize
any equitable or other claim to or interest in such share or shares on the part
of any other person, whether or not it shall have express or other notice
thereof, except as otherwise provided by the laws of the State of Maryland.
Notwithstanding the foregoing, transfers of shares of beneficial interest of the
Trust will be subject in all respects to the Declaration of Trust and all of the
terms and conditions contained therein.
Section 3. REPLACEMENT CERTIFICATE. Any officer designated by the Trustees may
direct a new certificate to be issued in place of any certificate previously
issued by the Trust alleged to have been lost, stolen or destroyed upon the
making of an affidavit of that fact by the person claiming the certificate to be
lost, stolen or destroyed. When authorizing the issuance of a new certificate,
an officer designated by the Trustees may, in his discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or the owner's legal representative to advertise the same
in such manner as the officer shall require and/or to give bond, with sufficient
surety, to the Trust to indemnify it against any loss or claim which may arise
as a result of the issuance of a new certificate.
Section 4. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. The Trustees may
set, in advance, a record date for the purpose of determining shareholders
entitled to notice of or to vote at any meeting of shareholders or determining
shareholders entitled to receive payment of any dividend or the allotment of any
other rights, or in order to make a determination of shareholders for any other
proper purpose. Such date, in any case, shall not be prior to the close of
business on the day the record date is fixed and shall be not more than 90 days
and, in the case of a meeting of shareholders not less than ten days, before the
date on which the meeting or particular action requiring such determination of
shareholders of record is to be held or taken.
In lieu of fixing a record date, the Trustees may provide that the share
transfer books shall be closed for a stated period but not longer than 20 days.
If the share transfer books are closed for the purpose of determining
shareholders entitled to notice of or to vote at a meeting of shareholders, such
books shall be closed for at least ten days before the date of such meeting.
If no record date is fixed and the share transfer books are not closed for the
determination of shareholders: (a) the record date for the determination of
shareholders entitled to notice of or to vote at a meeting of shareholders shall
be at the close of business on the day on which the notice of meeting is mailed
or the 30th day before the meeting, whichever is the closer date to the meeting;
and (b) the record date for the determination of shareholders entitled to
receive payment of a dividend or an allotment of any other rights shall be the
close of business on the day on which the resolution of the Trustees, declaring
the dividend or allotment of rights, is adopted.
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When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination shall
apply to any adjournment thereof, except when: (i) the determination has been
made through the closing of the transfer books and the stated period of closing
has expired; or (ii) the meeting is adjourned to a date more than 120 days after
the record date fixed for the original meeting, in either of which case a new
record date shall be determined as set forth herein.
Section 5. STOCK LEDGER. The Trust shall maintain at its principal office or at
the office of its counsel, accountants or transfer agent, an original or
duplicate share ledger containing the name and address of each shareholder and
the number of shares of each class held by such shareholder.
Section 6. FRACTIONAL SHARES; ISSUANCE OF UNITS. The Trustees may issue
fractional shares or provide for the issuance of scrip, all on such terms and
under such conditions as they may determine. Notwithstanding any other provision
of the Declaration of Trust or these Bylaws, the Trustees may issue units
consisting of different securities of the Trust. Any security issued in a unit
shall have the same characteristics as any identical securities issued by the
Trust, except that the Trustees may provide that for a specified period
securities of the Trust issued in such unit may be transferred on the books of
the Trust only in such unit.
ARTICLE VIII
ACCOUNTING YEAR
The Trustees shall have the power, from time to time, to fix the fiscal year of
the Trust by a duly adopted resolution.
ARTICLE IX
DISTRIBUTIONS
Section 1. AUTHORIZATION. Dividends and other distributions upon the shares of
beneficial interest of the Trust may be authorized and declared by the Trustees,
subject to the provisions of law and the Declaration of Trust. Dividends and
other distributions may be paid in cash, property or shares of the Trust,
subject to the provisions of law and the Declaration of Trust.
Section 2. CONTINGENCIES. Before payment of any dividends or other
distributions, there may be set aside out of any funds of the Trust available
for dividends or other distributions such sum or sums as the Trustees may from
time to time, in their absolute discretion, think proper as a reserve fund for
contingencies, for equalizing dividends or other distributions, for repairing or
maintaining any property of the Trust or for such other purpose as the Trustees
shall determine to be in the best interest of the Trust, and the Trustees may
modify or abolish any such reserve in the manner in which it was created.
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ARTICLE X
INVESTMENT POLICY
Subject to the provisions of the Declaration of Trust, the Board of Trustees may
from time to time adopt, amend, revise or terminate any policy or policies with
respect to investments by the Trust as it shall deem appropriate in its sole
discretion.
ARTICLE XI
SEAL
Section 1. SEAL. The Trustees may authorize the adoption of a seal by the
Trust. The seal shall have inscribed thereon the name of the Trust and the year
of its formation. The Trustees may authorize one or more duplicate seals and
provide for the custody thereof.
Section 2. AFFIXING SEAL. Whenever the Trust is permitted or required to affix
its seal to a document, it shall be sufficient to meet the requirements of any
law, rule or regulation relating to a seal to place the word "(SEAL)" adjacent
to the signature of the person authorized to execute the document on behalf of
the Trust.
ARTICLE XII
INDEMNIFICATION AND ADVANCE OF EXPENSES
To the maximum extent permitted by Maryland law in effect from time to time, the
Trust shall indemnify: (a) any Trustee, officer or shareholder or any former
Trustee, officer or shareholder (including among the foregoing, for all purposes
of this Article XII and without limitation, any individual who, while a Trustee,
officer or shareholder and at the express request of the Trust, serves or has
served another real estate investment trust, corporation, partnership, limited
liability company, joint venture, trust, employee benefit plan or any other
enterprise as a director, officer, shareholder, manager, member, partner or
trustee of such real estate investment trust, corporation, partnership, limited
liability company, joint venture, trust, employee benefit plan or other
enterprise) who has been successful, on the merits or otherwise, in the defense
of a proceeding to which he or she was made a party by reason of service in such
capacity, against reasonable expenses incurred by him or her in connection with
the proceeding; (b) any Trustee or officer or any former Trustee or officer
against any claim or liability to which he or she may become subject by reason
of such status unless it is established that: (i) his or her act or omission was
material to the matter giving rise to the proceeding and was committed in bad
faith or was the result of active and deliberate dishonesty; (ii) he or she
actually received an improper personal benefit in money, property or services;
or (iii) in the case of a criminal proceeding, he or she had reasonable cause to
believe that his or her act or omission was unlawful; and (c) each shareholder
or former shareholder against any claim or liability to which he or she may
become subject by reason of such status. In addition, the Trust shall, without
requiring a preliminary determination of the ultimate entitlement to
indemnification, pay or reimburse, in advance of final disposition of a
proceeding, reasonable expenses incurred by a Trustee, officer or shareholder or
former Trustee, officer or shareholder made a party to a proceeding by reason
such status, provided that, in the case of a Trustee or officer, the Trust shall
have received: (1) a written affirmation by the Trustee or officer of his or her
good faith belief that he or she has met the applicable standard of conduct
necessary for indemnification by the Trust as authorized by these Bylaws; and
(2) a written undertaking by or on his or her behalf to repay the amount paid
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or reimbursed by the Trust if it shall ultimately be determined that the
applicable standard of conduct was not met. The Trust may, with the approval of
its Trustees, provide such indemnification or payment or reimbursement of
expenses to any Trustee, officer or shareholder or any former Trustee, officer
or shareholder who served a predecessor of the Trust and to any employee or
agent of the Trust or a predecessor of the Trust. Neither the amendment nor
repeal of this Article, nor the adoption or amendment of any other provision of
the Declaration of Trust or these Bylaws inconsistent with this Article, shall
apply to or affect in any respect the applicability of this Article with respect
to any act or failure to act which occurred prior to such amendment, repeal or
adoption.
Any indemnification or payment or reimbursement of the expenses permitted by
these Bylaws shall be furnished in accordance with the procedures provided for
indemnification or payment or reimbursement of expenses, as the case may be,
under Section 2-418 of the MGCL for directors of Maryland corporations. The
Trust may provide to Trustees, officers and shareholders such other and further
indemnification or payment or reimbursement of expenses, as the case may be, to
the fullest extent permitted by the MGCL, as in effect from time to time, for
directors of Maryland corporations.
ARTICLE XIII
WAIVER OF NOTICE
Whenever any notice is required to be given pursuant to the Declaration of Trust
or Bylaws or pursuant to applicable law, a waiver thereof in writing, signed by
the person or persons entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such notice. Neither
the business to be transacted at nor the purpose of any meeting need be set
forth in the waiver of notice, unless specifically required by statute. The
attendance of any person at any meeting shall constitute a waiver of notice of
such meeting, except where such person attends a meeting for the express purpose
of objecting to the transaction of any business on the ground that the meeting
is not lawfully called or convened.
ARTICLE XIV
AMENDMENT OF BYLAWS
Section 1. AMENDMENT BY SHAREHOLDERS. Any provision of these Bylaws may be
adopted, altered or repealed by the shareholders at any meeting of shareholders
called for that purpose, by the affirmative vote of holders of not less than a
majority of the shares then outstanding and entitled to vote.
Section 2. AMENDMENT BY TRUSTEES. Except as otherwise provided in any Bylaw
adopted pursuant to Section 1 of this Article XIV, any provision of these Bylaws
may be adopted, altered or repealed by the Trustees, provided that the Trustees
may not repeal Section 1 of this Article XIV or increase the shareholder vote
required thereunder.
ARTICLE XV
MISCELLANEOUS
All references to the Declaration of Trust shall include any amendments thereto.
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