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LEXINGTON CORPORATE PROPERTIES TRUST
BY-LAWS
ARTICLE I.
SHAREHOLDERS
SECTION 1.01. Annual Meeting. The Company shall hold an annual
meeting of its shareholders to elect trustees and transact any other business
within its powers, either at 10:00 a.m. on the first day of May in each year if
not a legal holiday, or at such other time on such other day falling on or
before the 30th day thereafter as shall be set by the Board of Trustees. Except
as the Declaration of Trust or statute provides otherwise, any business may be
considered at an annual meeting without the purpose of the meeting having been
specified in the notice. Failure to hold an annual meeting does not invalidate
the Company's existence or affect any otherwise valid corporate acts.
SECTION 1.02. Special Meeting. At any time in the interval between
annual meetings, a special meeting of the shareholders may be called by the
Chairman of the Board of Trustees or the President or by a majority of the Board
of Trustees by vote at a meeting or in writing (addressed to the Secretary of
the Company) with or without a meeting. Special meetings of the shareholders
shall be called as may be required by law.
SECTION 1.03. Place of Meetings. Meetings of shareholders shall be
held at such place in the United States as is set from time to time by the Board
of Trustees.
SECTION 1.04. Notice of Meetings; Waiver of Notice. Not less than
ten nor more than 90 days before each shareholders' meeting, the Secretary shall
give written notice of the meeting to each shareholder entitled to vote at the
meeting and each other shareholder entitled to notice of the meeting. The notice
shall state the time and place of the meeting and, if the meeting is a special
meeting or notice of the purpose is required by statute, the purpose of the
meeting. Notice is given to a shareholder when it is personally delivered to
him, left at his residence or usual place of business, or mailed to him at his
address as it appears on the records of the Company. Notwithstanding the
foregoing provisions, each person who is entitled to notice waives notice if he
before or after the meeting signs a waiver of the notice which is filed with the
records of shareholders' meetings, or is present at the meeting in person or by
proxy.
SECTION 1.05. Quorum Voting. Unless statute or the Declaration of
Trust provides otherwise, at a 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 the meeting
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constitutes a quorum, and a majority of all the votes cast at a meeting at which
a quorum is present is sufficient to approve any matter which properly comes
before the meeting, except that a plurality of all the votes cast at a meeting
at which a quorum is present is sufficient to elect a trustee.
SECTION 1.06. Adjournments. Whether or not a quorum is present, a
meeting of shareholders convened on the date for which it was called may be
adjourned from time to time without further notice by a majority vote of the
shareholders present in person or by proxy to a date not more than 120 days
after the original record date. Any business which might have been transacted at
the meeting as originally notified may be deferred and transacted at any such
adjourned meeting at which a quorum shall be present.
SECTION 1.07. General Right to Vote; Proxies. Unless the Declaration
of Trust provides for a greater or lesser number of votes per share or limits or
denies voting rights, each outstanding share of beneficial interest, regardless
of class, is entitled to one vote on each matter submitted to a vote at a
meeting of shareholders. In all elections for trustees, each share of beneficial
interest 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 shareholder
may vote the beneficial interest he owns of record either in person or by
written proxy signed by the shareholder or by his duly authorized attorney in
fact. Unless a proxy provides otherwise, it is not valid more than 11 months
after its date.
SECTION 1.08. List of Shareholders. At each meeting of shareholders,
a full, true and complete list of all shareholders entitled to vote at such
meeting, showing the number and class of shares held by each and certified by
the transfer agent for such class or by the Secretary, shall be furnished by the
Secretary.
SECTION 1.09. Conduct of Business and Voting. At all meetings of
shareholders, unless the voting is conducted by an inspector, the proxies and
ballots shall be received, and all questions touching the qualification of
voters and the validity of proxies, the acceptance or rejection of votes and
procedures for the conduct of business not otherwise specified by these By-Laws,
the Declaration of Trust or law, shall be decided or determined by the chairman
of the meeting. If demanded by shareholders, present in person or by proxy,
entitled to cast 10% in number of votes entitled to be cast, or if ordered by
the chairman of the meeting, the vote upon any election or question shall be
taken by ballot and, upon like demand or order, the voting shall be conducted by
an inspector, in which event the proxies and ballots shall be received, and all
questions touching the qualification of voters and the validity of proxies and
the acceptance or rejection of votes shall be decided, by such inspector. Unless
so demanded or ordered, no vote need be by ballot and voting need not be
conducted by an inspector. The shareholders at any meeting may choose an
inspector to act at such meeting, and in
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default of such election, the chairman of the meeting may appoint an inspector.
No candidate for election as trustee at a meeting shall serve as an inspector
thereat.
SECTION 1.10. Informal Action by Shareholders. Any action required
or permitted to be taken at a meeting of shareholders may be taken without a
meeting if there is filed with the records of shareholder's meetings a unanimous
written consent which sets forth the action and is signed by each shareholder
entitled to vote on the matter and a written waiver of any right to dissent
signed by each shareholder entitled to notice of the meeting but not entitled to
vote at it.
SECTION 1.11. Shareholder Proposals. For any shareholder proposal to
be presented in connection with an annual meeting of shareholders of the
Company, including any proposal relating to the nomination of a trustee to be
elected to the Board of Trustees of the Company, the shareholders must have
given timely notice thereof in writing to the Secretary of the Company. To be
timely, a shareholder's proposal shall be delivered to the Secretary at the
principal executive offices of the Company not less than 120 days in advance of
the release date of the Company's proxy statement to shareholders in connection
with the preceding year's annual meeting; provided, however, that in the event
that the date of the annual meeting is advanced by more than 30 days or delayed
by more than 60 days from such anniversary date, notice by the shareholder to be
timely must be so delivered not earlier than the 90th day prior to such annual
meeting and not later than the close of business on the later of the 60th day
prior to such annual meeting or the tenth day following the day on which public
announcement of the date of such meeting is first made. Such shareholders'
notice shall set forth (a) as to each person whom the shareholder proposes to
nominate for election or re-election as a trustee all information relating to
such person that is required to be disclosed in solicitations of proxies for
election of trustees, 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 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
Company's books, and of such beneficial owner and (ii) the class and number of
shares of beneficial interest of the Company which are owned beneficially and of
record by such shareholders and such beneficial owner. For the 1995 annual
meeting the previous year's meeting shall be deemed to have taken place on May
12, 1994; provided that this sentence shall cease to be a part of these By-Laws
after the holding of the 1995 annual meeting and any adjournments thereof.
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ARTICLE II.
BOARD OF TRUSTEES
SECTION 2.01. Function of Trustees. The business and affairs of the
Company shall be managed under the direction of its Board of Trustees. All
powers of the Company may be exercised by or under authority of the Board of
Trustees, except as conferred on or reserved to the shareholders by statute or
by the Declaration of Trust or By-Laws.
SECTION 2.02. Number of Trustees. The Company shall have at least
three trustees; provided that, if there are no shares of beneficial interest
outstanding, the number of Trustees may be less than three but not less than
one, and, if there are shares of beneficial interest outstanding and so long as
there are less than three shareholders, the number of Trustees may be less than
three but not less than the number of shareholders. The Company shall have the
number of Trustees provided in the Declaration of Trust until changed as herein
provided. Except as the Declaration of Trust provides otherwise, a majority of
the entire Board of Trustees may alter the number of trustees set by the
Declaration of Trust to not exceeding nine nor less than the minimum number then
permitted herein, but the action may not affect the tenure of office of any
trustee.
SECTION 2.03. Election and Tenure of Trustees. At each annual
meeting the shareholders shall elect trustees to hold office until the next
annual meeting and until their successors are elected and qualify.
SECTION 2.04. Removal of Trustee. Any trustee or the entire Board of
Trustees may be removed only in accordance with the provisions of the
Declaration of Trust.
SECTION 2.05 Vacancy on Board of Trustees. The shareholders shall
elect a successor to fill a vacancy on the Board of Trustees which results from
the removal of a trustee. A trustee elected by the shareholders to fill a
vacancy which results from the removal of a trustee serves for the balance of
the term of the removed trustee. A majority of the remaining Trustees, whether
or not sufficient to constitute a quorum, may fill a vacancy on the Board of
Trustees which results from any increase in the authorized number of Trustees,
or death, resignation, retirement or other cause. A trustee elected by the Board
of Trustees to fill a vacancy serves until the next annual meeting of
shareholders and until his successor is elected and qualifies.
SECTION 2.06. Regular Meetings. After each meeting of shareholders
at which trustees shall have been elected, the Board of Trustees shall meet as
soon as
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practicable for the purpose of organization and the transaction of other
business. In the event that no other time and place are specified by resolution
of the Board of Trustees, the President or the Chairman of the Board of
Trustees, with notice in accordance with Section 2.08, the Board of Trustees
shall meet immediately following the close of, and at the place of, such
shareholders' meeting. Any other regular meeting of the Board of Trustees shall
be held on such date and at any place as may be designated from time to time by
the Board of Trustees.
SECTION 2.07. Special Meetings. Special meetings of the Board of
Trustees may be called at any time by the Chairman of the Board of Trustees or
the President or by a majority of the Board of Trustees by vote at a meeting or
in writing with or without a meeting. A special meeting of the Board of Trustees
shall be held on such date and at any place as may be designated from time to
time by the Board of Trustees. In the absence of designation such meeting shall
be held at such place as may be designated in the call.
SECTION 2.08. Notice of Meeting. Except as provided in Section 2.06,
the Secretary shall give notice to each trustee of each regular and special
meeting of the Board of Trustees. The notice shall state the time and place of
the meeting. Notice is given to a trustee when it is delivered personally to
him, left at his residence or usual place of business, or sent by telegraph,
facsimile transmission or telephone, at least 24 hours before the time of the
meeting or, in the alternative by mail to his address as it shall appear on the
records of the Company, at least 72 hours before the time of the meeting. Unless
these By-Laws or a resolution of the Board of Trustees provides otherwise, the
notice need not state the business to be transacted at or the purposes of any
regular or special meeting of the Board of Trustees. No notice of any meeting of
the Board of Trustees need be given to any trustee who attends except where a
trustee attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened, or to any trustee who, in writing executed and filed with the records
of the meeting either before or after the holding thereof, waives such notice.
Any meeting of the Board of Trustees, regular or special, may adjourn from time
to time to reconvene at the same or some other place, and no notice need be
given of any such adjourned meeting other than by announcement.
SECTION 2.09. Action by Trustees. Unless statute, the Declaration of
Trust or these By-Laws requires a greater proportion, the action of a majority
of the trustees present at a meeting at which a quorum is present is action of
the Board of Trustees. A majority of the entire Board of Trustees shall
constitute a quorum for the transaction of business. In the absence of a quorum,
the trustees present by majority vote and without notice other than by
announcement may adjourn the meeting from time to time until a quorum shall
attend. At any such adjourned meeting at which a quorum shall be present, any
business may be transacted which might have been transacted at the
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meeting as originally notified. Any action required or permitted to be taken at
a meeting of the Board of Trustees may be taken without a meeting, if a
unanimous written consent which sets forth the action is signed by each member
of the Board of Trustees and filed with the minutes of proceeding of the Board
of Trustees
SECTION 2.10. Meeting by Conference Telephone. Members of the Board
of 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
constitutes presence in person at a meeting.
SECTION 2.11. Compensation. By resolution of the Board of Trustees a
fixed sum and expenses, if any, for attendance at each regular or special
meeting of the Board of Trustees or of committees thereof, and other
compensation for their services as such or on committees of the Board of
Trustees, may be paid to trustees. Trustees who are full-time employees of the
Company need not be paid for attendance at meetings of the Board of Trustees or
committees thereof for which fees are paid to other trustees. A trustee who
serves the Company in any other capacity also may receive compensation for such
other services, pursuant to a resolution of the Board of Trustees.
SECTION 2.12. Advisory Trustees. The Board of Trustees may by
resolution appoint advisory trustees to the Board of Trustees, who may also
serve as trustees emeriti, and shall have such authority and receive such
compensation and reimbursement as the Board of Trustees shall provide. Advisory
trustees or trustees emeriti shall not have the authority to participate by vote
in the transaction of business.
ARTICLE III.
COMMITTEES
SECTION 3.01. Committees. The Board of Trustees may appoint from
among its members an Audit Committee, a Compensation Committee and other
committees composed of two or more trustees and delegate to these committees any
of the powers of the Board of Trustees, except the power to declare dividends or
other distributions on beneficial interest, elect Trustees, issue beneficial
interest other than as provided in the next sentence, recommend to the
shareholders any action which requires shareholder approval, amend these
By-Laws, or approve any merger or share exchange which does not require
shareholder approval. The entire Audit Committee shall be trustees who are
independent of management. The entire Compensation Committee shall be trustees
who are "disinterested persons" within the meaning of Rule 16b-3 of the
Securities Exchange Act of 1934, as amended. If the Board of Trustees has given
general
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authorization for the issuance of beneficial interest, a committee of the Board
of Trustees, in accordance with a general formula or method specified by the
Board of Trustees by resolution or by adoption of a beneficial interest option
or other plan, may fix the terms of beneficial interest subject to
classification or reclassification and the terms on which any beneficial
interest may be issued, including all terms and conditions required or permitted
to be established or authorized by the Board of Trustees.
SECTION 3.02. Committee Procedure. Each committee may fix rules of
procedure for its business. A majority of the members of a committee shall
constitute a quorum for the transaction of business and the act of a majority of
those present at a meeting at which a quorum is present shall be the act of the
committee. The members of a committee present at any meeting, whether or not
they constitute a quorum, may appoint a trustee to act in the place of an absent
member. Any action required or permitted to be taken at a meeting of a committee
may be taken without a meeting, if a unanimous written consent which sets forth
the action is signed by each member of the committee and filed with the minutes
of the committee. The members of a committee may conduct any meeting thereof by
conference telephone in accordance with the provisions of Section 2.10.
SECTION 3.03. Emergency. In the event of a state of disaster of
sufficient severity to prevent the conduct and management of the affairs and
business of the Company by its trustees and officers as contemplated by the
Declaration of Trust and these By-Laws, the available trustees shall elect a
Special Executive Committee consisting of any two members of the Board of
Trustees, whether or not they be officers of the Company, which two members
shall constitute the Special Executive Committee for the full conduct and
management of the affairs of the Company in accordance with the foregoing
provisions of this Section. This Section shall be subject to implementation by
resolution of the Board of Trustees passed from time to time for that purpose,
and any provisions of these By-Laws (other than this Section) and any
resolutions which are contrary to the provisions of this Section or to the
provisions of any such implementary resolutions shall be suspended until it
shall be determined by any Special Executive Committee acting under this Section
that it shall be to the advantage of the Company to resume the conduct and
management of its affairs and business under all the other provisions of these
By-Laws.
ARTICLE IV.
OFFICERS
SECTION 4.01. Executive and Other Officers. The Company shall have a
President, a Secretary, and a Treasurer. It may also have a Chairman of the
Board of
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Trustees. The Board of Trustees shall designate who shall serve as chief
executive officer, who shall have general supervision of the business and
affairs of the Company, and may designate a chief operating officer, who shall
have supervision of the operations of the Company. In the absence of any
designation, the Chairman of the Board of Trustees, if there be one, shall serve
as chief executive officer and the President shall serve as chief operating
officer. In the absence of the Chairman of the Board of Trustees, or if there be
none, the President shall be the chief executive officer. The same person may
hold both offices. The Company may also have one or more Vice-Presidents,
assistant officers, and subordinate officers as may be established by the Board
of Trustees. A person may hold more than one office in the Company except that
no person may serve concurrently as both President and a Vice-President of the
Company. The Chairman of the Board of Trustees shall be a trustee; the other
officers may be trustees.
SECTION 4.02. Chairman of the Board of Trustees. The Chairman of the
Board of Trustees, if one be elected, shall preside at all meetings of the Board
of Trustees and of the shareholders at which he shall be present. Unless
otherwise specified by the Board of Trustees, he shall be the chief executive
officer of the Company and perform the duties customarily performed by chief
executive officers, and may perform any duties of the President. In general, he
shall perform all such duties as are from time to time assigned to him by the
Board of Trustees.
SECTION 4.03. President. Unless otherwise provided by resolution of
the Board of Trustees, the President, in the absence of the Chairman of the
Board of Trustees, shall preside at all meetings of the Board of Trustees and of
the shareholders at which he shall be present. Unless otherwise specified by the
Board of Trustees, the President shall be the chief operating officer of the
Company and perform the duties customarily performed by chief operating
officers. He may sign and execute, in the name of the Company, all authorized
deeds, mortgages, bonds, contracts or other instruments, except in cases in
which the signing and execution thereof shall have been expressly delegated to
some other officer or agent of the Company. In general, he shall perform such
other duties usually performed by a president of a Company and such other duties
as are from time to time assigned to him by the Board of Trustees or the chief
executive officer of the Company.
SECTION 4.04. Vice-Presidents. The Vice-President or
Vice-Presidents, at the request of the chief executive officer or the President,
or in the President's absence or during his inability to act, shall perform the
duties and exercise the functions of the President, and when so acting shall
have the powers of the President. If there be more than one Vice-President, the
Board of Trustees may determine which one or more of the Vice-Presidents shall
perform any of such duties or exercise any of such functions, or if such
determination is not made by the Board of Trustees, the chief executive officer,
or the President may make such determination; otherwise any of the
Vice-Presidents may
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perform any of such duties or exercise any of such functions. The Vice-President
or Vice-Presidents shall have such other powers and perform such other duties,
and have such additional descriptive designations in their titles (if any), as
are from time to time assigned to them by the Board of Trustees, the chief
executive officer, or the President.
SECTION 4.05. Secretary. The Secretary shall keep the minutes of the
meetings of the shareholders, of the Board of Trustees and of any committees, in
books provided for the purpose; he shall see that all notices are duly given in
accordance with the provisions of these By-Laws or as required by law; he shall
be custodian of the records of the Company; he may witness any document on
behalf of the Company, the execution of which is duly authorized, see that the
corporate seal is affixed where such document is required or desired to be under
its seal, and, when so affixed, may attest the same; and, in general, he shall
perform all duties incident to the office of a secretary of a Company, and such
other duties as are from time to time assigned to him by the Board of Trustees,
the chief executive officer or the President.
SECTION 4.06. Treasurer. The Treasurer shall have charge of and be
responsible for all funds, securities, receipts and disbursements of the
Company, and shall deposit, or cause to be deposited, in the name of the
Company, all moneys or other valuable effects in such banks, trust companies or
other depositories as shall, from time to time, be selected by the Board of
Trustees; he shall render to the President and to the Board of Trustees,
whenever requested, an account of the financial condition of the Company; and,
in general, he shall perform all the duties incident to the office of a
treasurer of a Company, and such other duties as are from time to time assigned
to him by the Board of Trustees, the chief executive officer, or the President.
The Treasurer shall also be the Chief Financial Officer of the Company.
SECTION 4.07. Assistant and Subordinate Officers. The assistant and
subordinate officers of the Company are all officer below the office of
Vice-President, Secretary or Treasurer. The assistant or subordinate officers
shall have such duties as are from time to time assigned to them by the Board of
Trustees, the chief executive officer, or the President.
SECTION 4.08. Election; Tenure and Removal of Officers. The Board of
Trustees shall elect the officers. The Board of Trustees may from time to time
authorize any committee or officer to appoint assistant and subordinate
officers. Election or appointment of an officer, employee or agent shall not of
itself create contract rights. All officers shall be appointed to hold their
offices, respectively, at the pleasure of the Board of Trustees. The Board of
Trustees (or, as to any assistant or subordinate officer, any committee or
officer authorized by the Board of Trustees) may remove an officer at any time.
The removal of an officer does not prejudice any of his contract rights. The
Board of Trustees (or, as to any assistant or subordinate officer, any committee
or officer authorized by the Board of Trustees) may fill a vacancy which occurs
in any office for the unexpired portion of the term.
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SECTION 4.09. Compensation. The Board of Trustees shall have power
to fix the salaries and other compensation and remuneration, of whatever kind,
of all officers of the Company. No officer shall be prevented from receiving
such salary by reason of the fact that he is also a trustee of the Company. The
Board of Trustees may authorize any committee or officer, upon whom the power of
appointing assistant and subordinate officers may have been conferred, to fix
the salaries, compensation and remuneration of such assistant and subordinate
officers.
ARTICLE V.
DIVISIONAL TITLES
SECTION 5.01. Conferring Divisional Titles. The Board of Trustees
may from time to time confer upon any employee of a division of the Company the
title of President, Vice President, Treasurer or Secretary of such division or
any other title or titles deemed appropriate, or may authorize the Chairman of
the Board of Trustees or the President to do so. Any such titles so conferred
may be discontinued and withdrawn at any time by the Board of Trustees, or by
the Chairman of the Board of Trustees or the President if so authorized by the
Board of Trustees. Any employee of a division designated by such a divisional
title shall have the powers and duties with respect to such division as shall be
prescribed by the Board of Trustees, the Chairman of the Board of Trustees or
the President.
SECTION 5.02. Effect of Divisional Titles. The conferring of
divisional titles shall not create an office of the Company under Article IV
unless specifically designated as such by the Board of Trustees; but any person
who is an officer of the Company may also have a divisional title.
ARTICLE VI .
BENEFICIAL INTEREST
SECTION 6.01. Certificates for Beneficial interest. Each shareholder
is entitled to certificates which represent and certify the shares of beneficial
interest he holds in the Company. Each beneficial interest certificate shall
include on its face the name of the Company, the name of the shareholder or
other person to whom it is issued, and the class of beneficial interest and
number of shares it represents. It shall be in such form, not inconsistent with
law or with the Declaration of Trust, as shall be approved by the Board of
Trustees or any officer or officers designated for such purpose by resolution of
the Board of Trustees. Each beneficial interest certificate shall be signed by
the Chairman of the Board of Trustees, the President, or a Vice-President, and
countersigned by the Secretary, an Assistant Secretary, the Treasurer, or an
Assistant Treasurer. Each certificate may be sealed with the actual corporate
seal or a facsimile of
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it or in any other form and the signatures may be either manual or facsimile
signatures. A certificate is valid and may be issued whether or not an officer
who signed it is still an officer when it is issued.
SECTION 6.02. Transfers. The Board of Trustees shall have power and
authority to make such rules and regulations as it may deem expedient concerning
the issue, transfer and registration of certificates of beneficial interest; and
may appoint transfer agents and registrars thereof. The duties of transfer agent
and registrar may be combined.
SECTION 6.03. Record Dates and Closing of Transfer Books. The Board
of Trustees may set a record date or direct that the beneficial interest
transfer books be closed for a stated period for the purpose of making any
proper determination with respect to shareholders, including which shareholders
are entitled to notice of a meeting, vote at a meeting, receive a dividend or be
allotted other rights. The record date may not be prior to the close of business
on the day the record date is fixed nor, subject to Section 1.06, more than 90
days before the date on which the action requiring the determination will be
taken; the transfer books may not be closed for a period longer than 20 days;
and, in the case of a meeting of shareholders, the record date or the closing of
the transfer books shall be at least ten days before the date of the meeting.
SECTION 6.04. Beneficial Interest Ledger. The Company shall maintain
a beneficial interest ledger which contains the name and address of each
shareholder and the number of shares of beneficial interest of each class which
the shareholder holds. The beneficial interest ledger may be in written form or
in any other form which can be converted within a reasonable time into written
form for visual inspection. The original or a duplicate of the beneficial
interest ledger shall be kept at the offices of a transfer agent for the
particular class of beneficial interest, or, if none, at the principal office in
the State of Maryland or the principal executive offices of the Company.
SECTION 6.05. Certification of Beneficial Owners. The Board of
Trustees may adopt by resolution a procedure by which a shareholder of the
Company may certify in writing to the Company that any shares of beneficial
interest 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 certify; 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
beneficial interest transfer books, the time after the record date or closing of
the beneficial interest transfer books within which the certification must be
received by the Company; and any other provisions with respect to the procedure
which the Board of Trustees considers necessary or desirable. On receipt of a
certification which complies with the procedure adopted by the Board of Trustees
in accordance with this Section, the person specified in the certification is,
for the purpose set forth in the certification, the holder of record of the
specified beneficial interest in place of the shareholder who makes the
certification.
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SECTION 6.06. Lost Beneficial Interest Certificates. The Board of
Trustees of the Company may determine the conditions for issuing a new
beneficial interest certificate in place of one which is alleged to have been
lost, stolen, or destroyed, or the Board of Trustees may delegate such power to
any officer or officers of the Company. In their discretion, the Board of
Trustees or such officer or officers may refuse to issue such new certificate
save upon order of some court having jurisdiction in the premises.
ARTICLE VII.
FINANCE
SECTION 7.01. Checks, Drafts, Etc. All checks, drafts and orders for
the payment of money, notes and other evidences of indebtedness, issued in the
name of the Company, shall, unless otherwise provided by resolution of the Board
of Trustees, be signed by the President, a Vice-President or an Assistant
Vice-President and countersigned by the Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary.
SECTION 7.02. Annual Statement of Affairs. The President or chief
accounting officer shall prepare annually a full and correct statement of the
affairs of the Company, to include a balance sheet and a financial statement of
operations for the preceding fiscal year. The statement of affairs shall be
submitted at the annual meeting of the shareholders and, within 20 days after
the meeting, placed on file at the Company's principal.
SECTION 7.03. Fiscal Year. The fiscal year of the Company shall be
the twelve calendar months ending December 31 in each year, unless otherwise
provided by the Board of Trustees.
SECTION 7.04. Dividends. If declared by the Board of Trustees at any
meeting thereof, the Company may pay dividends on its shares in cash, property,
or in shares of the capital beneficial interest of the Company, unless such
dividend is contrary to law or to a restriction contained in the Declaration of
Trust.
SECTION 7.05. Contracts. To the extent permitted by applicable law,
and except as otherwise prescribed by the Declaration of Trust or these By-Laws
with respect to certificates for shares, the Board of Trustees may authorize any
officer, employee, or agent of the Company to enter into any contract or execute
and deliver any instrument in the name of and on behalf of the Company. Such
authority may be general or confined to specific instances.
ARTICLE VIII.
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INDEMNIFICATION
SECTION 8.01. Procedure. Any indemnification, or payment of expenses
in advance of the final disposition of any proceeding, shall be made promptly,
and in any event within 60 days, upon the written request of the trustee or
officer entitled to seek indemnification (the "Indemnified Party"). The right to
indemnification and advances hereunder shall be enforceable by the Indemnified
Party in any court of competent jurisdiction, if (i) the Company denies such
request, in whole or in part, or (ii) no disposition thereof is made within 60
days. The Indemnified Party's costs and expenses incurred in connection with
successfully establishing his right to indemnification, in whole or in part, in
any such action shall also be reimbursed by the Company. It shall be a defense
to any action for advance of expenses that (a) a determination has been made
that the facts then known to those making the determination would preclude
indemnification or (b) the Company has not received either (i) an undertaking as
required by law to repay such advances in the event it shall ultimately be
determined that the standard of conduct has not been met or (ii) a written
affirmation by the Indemnified Party of such Indemnified Party's good faith
belief that the standard of conduct necessary for indemnification by the Company
has been met.
SECTION 8.02. Exclusivity; Etc. The indemnification and advance of
expenses provided by the Declaration of Trust and these By-Laws shall not be
deemed exclusive of any other rights to which a person seeking indemnification
or advance of expenses may be entitled under any law (common or statutory), or
any agreement, vote of shareholders or disinterested trustees or other provision
that is consistent with law, both as to action in his official capacity and as
to action in another capacity while holding office or while employed by or
acting as agent for the Company, shall continue in respect of all events
occurring while a person was a trustee or officer after such person has ceased
to be a trustee or officer, and shall inure to the benefit of the estate, heirs,
executors and administrators of such person. All rights to indemnification and
advance of expenses under the Declaration of Trust of the Company and hereunder
shall be deemed to be a contract between the Company and each trustee or officer
of the Company who serves or served in such capacity at any time while this
By-Law is in effect. Nothing herein shall prevent the amendment of this By-Law,
provided that no such amendment shall diminish the rights' of any person
hereunder with respect to events occurring or claims made before its adoption or
as to claims made after its adoption in respect of events occurring before its
adoption. Any repeal or modification of this By-Law shall not in any way
diminish any rights to indemnification or advance of expenses of such trustee or
officer or the obligations of the Company arising hereunder with respect to
events occurring, or claims made, while this By-Law or any provision hereof is
in force.
SECTION 8.03. Severability: Definitions. The invalidity or
unenforceability of any provision of this Article VIII shall not affect the
validity or enforceability of any other provision hereof. The phrase "this
By-Law" in this Article VIII means this Article VIII in its entirety.
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ARTICLE IX.
SUNDRY PROVISIONS
SECTION 9.01. Books and Records. The Company shall keep correct and
complete books and records of its accounts and transactions and minutes of the
proceedings of its shareholders and Board of Trustees and of any committee when
exercising any of the powers of the Board of Trustees. The books and records of
a Company may be in written form or in any other form which can be converted
within a reasonable time into written form for visual inspection. Minutes shall
be recorded in written form but may be maintained in the form of a reproduction.
The original or a certified copy of these By-Laws shall be kept at the principal
office of the Company.
SECTION 9.02. Corporate Seal. The Board of Trustees shall provide a
suitable seal, bearing the name of the Company, which shall be in the charge of
the Secretary. The Board of Trustees may authorize one or more duplicate seals
and provide for the custody thereof. If the Company is required to place its
corporate seal to a document, it is sufficient to meet the requirement of any
law, rule, or regulation relating to a corporate seal to place the word "Seal"
adjacent to the signature of the person authorized to sign the document on
behalf of the Company.
SECTION 9.03. Bonds. The Board of Trustees may require any officer,
agent or employee of the Company to give a bond to the Company, conditioned upon
the faithful discharge of his duties, with one or more sureties and in such
amount as may be satisfactory to the Board of Trustees.
SECTION 9.04. Voting Upon Shares in Other Companies. Beneficial
interest of other Companies or associations, registered in the name of the
Company, may be voted by the President, a Vice-President, or a proxy appointed
by either of them. The Board of Trustees, however, may by resolution appoint
some other person to vote such shares, in which case such person shall be
entitled to vote such shares upon the production of a certified copy of such
resolution.
SECTION 9.05. Mail. Any notice or other document which is required
by these By-Laws to be mailed shall be deposited in the United States mails,
postage prepaid.
SECTION 9.06. Execution of Documents. A person who holds more than
one office in the Company may not act in more than one capacity to execute,
acknowledge, or verify an instrument required by law to be executed,
acknowledged, or verified by more than one officer.
SECTION 9.07. Amendments. Subject to the special provisions of
Section 2.02, in accordance with the Declaration of Trust, these By-Laws may be
repealed, altered, amended or
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rescinded (a) by the shareholders of the Company only by vote of not less than
80% of the outstanding shares of beneficial interest of the Company entitled to
vote generally in the election of trustees (considered for this purpose as one
class) cast at any meeting of the shareholders called for that purpose (provided
that notice of such proposed repeal, alteration, amendment or rescission is
included in the notice of such meeting) or (b) by vote of two-thirds of the
Board of Trustees at a meeting held in accordance with the provisions of these
By-Laws.
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