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EXHIBIT 3(i)
ACQUISITION AMENDMENT
AMENDMENT dated May 10, 1996 to Amended and Restated Declaration of
Trust of RPS Realty Trust (the "Trust") dated October 14, 1988 (the "Declaration
of Trust");
WHEREAS, Article VIII, Section 2 of the Declaration of Trust provides
for procedures governing the amendment of the Declaration of Trust;
WHEREAS, the Trustees have determined that it is in the best interests
of the Trust and its shareholders to cause the Trust to increase certain quorum
percentage requirements in connection with meetings of the Board of Trustees;
establish a Nominating Committee and an Advisory Committee of the Board of
Trustees and change the name of the Trust; and
WHEREAS, the Trustees have determined to propose (i) the addition of
new Sections to Article III of the Declaration of Trust to provide for the
creation of a Nominating Committee and an Advisory Committee of the Board of
Trustees, (ii) an amendment to Article IV, Section 8 of the Declaration of Trust
to increase certain quorum percentage requirements in connection with meetings
of the Board of Trustees and (iii) an amendment to Article I, Section 1 of the
Declaration of Trust to change the name of the Trust.
NOW, THEREFORE, the Trustees have adopted the following amendments to
the Declaration of Trust, which amendments respectively shall become effective
upon approval thereof by the holders of a majority of the Trust's issued and
outstanding shares of beneficial interest:
1. Article III of the Declaration of Trust is amended by adding the
following Sections to the end thereof (new language appearing in italics):
"SECTION 14. NOMINATING COMMITTEE. The Board of Trustees shall
appoint from among its members a Nominating Committee, which shall consist
of at least three members, all of whom shall be Independent Trustees, and
which shall nominate persons for election to the Board of Trustees. The
Nominating Committee will consider nominees recommended by other
shareholders in accordance with Article IV, Section 1."
"SECTION 15. ADVISORY COMMITTEE. The Board of Trustees shall appoint
an Advisory Committee, which shall consist of three Persons who are not
Trustees, and which shall have the power to consult with and advise the
Board of Trustees as required. The initial members of the Advisory
Committee shall be Michael A. Ward, Richard Gershenson and Bruce
Gershenson."
2. The second paragraph of Article IV, Section 1 of the Declaration of
Trust is amended as follows (new language appearing in italics):
"The number of Trustees shall be not less than three nor more than
fifteen, as fixed from time to time by the Board of Trustees. Unless
otherwise fixed by the Board of Trustees or the Shareholders, the number of
Trustees constituting the entire Board of Trustees shall be nine.
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Except for the initial Trustees during their initial term, the Trustees
shall be elected at the annual meeting of Shareholders and each Trustee
shall be elected to serve until his successor shall be
elected and shall qualify. A Trustee shall be an individual at least 21
years of age who is not under legal disability. A Trustee shall not be
required to devote his full business time and effort to the Trust. A
Trustee shall qualify as such when he has either signed this Declaration
of Trust or agreed in writing to be bound by it. No bond shall be
required to secure the performance of a Trustee unless the Trustees so
provide or as required by law."
Article IV, Section 8 of the Declaration of Trust is amended as
follows (new language appearing in italics):
"SECTION 8. ACTIONS BY TRUSTEES. The trustees shall hold at least
four meetings per year. The Trustees may act with or without a meeting.
The presence of at least 75% of the Board of Trustees then in office, the
majority of which shall be Independent Trustees, shall be necessary to
constitute a quorum for the transaction of business, except to adjourn a
meeting. Every act or decision done or made by the affirmative vote of at
least a majority of the Board of Trustees at a meeting duly held at which a
quorum is present shall be regarded as an act of the Board of Trustees
unless a greater number is required by law or by the By-Laws or by this
Declaration of Trust. If at any time more than one vacancy exists on the
Board of Trustees, a quorum of the Board of Trustees shall not exist unless
and until such vacancies are filled so that no more than one vacancy exists
on the Board of Trustees. Any agreement, deed, mortgage, lease or other
instrument of writing executed by any one or more of the Trustees or by any
one or more authorized persons shall be valid and binding upon the Trustees
and upon the Trust when authorized by action of the Trustees."
Article I, Section 1 of the Declaration of Trust is amended as follows
(new language appearing in italics):
"SECTION 1. NAME. The name of Trust created by this Declaration of
Trust shall be "Ramco-Gershenson Properties Trust" and so far as may be
practicable, the Trustees of the Trust ("Trustees" or the "Board of
Trustees") shall conduct the Trust's activities, execute all documents and
sue or be sued under the name, which name (and the word "Trust" whenever
used in this Declaration of Trust, except where the context otherwise
requires) shall refer to the Trustees in their capacity as Trustees and not
individually or personally, and shall not refer to the officers or
Shareholders of the Trust or the agents or employees of the Trust or of
such Trustees. Should the Trustees determine that the use of such name is
not practicable, legal or convenient, they may use such other designation
or they may adopt such other name of the Trust as they deem proper and the
Trust may hold property and conduct its activities under such designation
or name, subject, however, to the limitations contained in the next
succeeding paragraphs."
Article VII, Section 1 of the Declaration of Trust is amended as
follows (new language appearing in italics):
"SECTION 1. SHARES. The units into which the beneficial interest in
the Trust will be divided shall be designated as Shares, which Shares shall
be of one or more classes and shall have a par value of $.10 per Share.
The certificates evidencing the Shares shall be in such forms as the Board
of Trustees may prescribe, signed by, or in the name of the Trust by, the
Chairman of the Board or the President, and by the Secretary or the
Treasurer. Where a certificate is
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countersigned by a transfer agent and/or registrar other than the Trust or
its employees, the signatures of such officers may be facsimiles. There
shall be no limit on the number of Shares to be issued. The Shares may be
issued for such consideration as the Trustees shall determine, including
upon the conversion of convertible debt, or by way of share dividend or
share split in the discretion of the Trustees. In addition to the issuance
of Shares by way of share dividend or share split, the Trustees may combine
outstanding Shares by way of reverse share split and provide for the
payment of cash in lieu of any fractional interest in a combined Share; and
the mechanics authorized by the Trustees to implement any such combination
shall be binding upon all Shareholders, holders of convertible debt,
optionees and others with any interest in Shares. Shares reacquired by the
Trust may be cancelled by action of the Trustees. All Shares shall be
fully paid and non-assessable by or on behalf of the Trust upon receipt of
full consideration for which they have been issued or without additional
consideration if issued by way of share dividend, share split, or upon the
conversion of convertible debt. The Shares shall not entitle the holder to
preference, preemptive, appraisal, conversion, exchange or cumulative
voting rights of any kind."
Except as so amended, the Declaration of Trust shall remain unmodified
and in full force and effect.
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IN WITNESS WHEREOF, the undersigned, being not less than a majority of the
Trustees of RPS REALTY TRUST, have each executed this Amendment to the Amended
and Restated Declaration of Trust as of May 10, 1996.
/s/ Joel M. Pashcow
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Joel M. Pashcow
/s/ Herbert Liechtung
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Herbert Liechtung
/s/ Arthur H. Goldberg
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Arthur H. Goldberg
/s/ Edwin J. Glickman
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Edwin J. Glickman
/s/ Alfred D. Stalford
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Alfred D. Stalford
/s/ Samuel M. Eisenstat
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Samuel M. Eisenstat
/s/ Edward Blumenfeld
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Edward Blumenfeld
/s/ William A. Rosoff
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William A. Rosoff
/s/ Stephen R. Blank
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Stephen R. Blank
/s/ Robert A. Meister
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Robert A. Meister