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Exhibit 3.3
AMENDMENT TO THE AMENDED AND RESTATED BY-LAWS OF
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AMERICAN ASSET ADVISERS TRUST, INC.
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The Amended and Restated By-Laws of American Asset Advisers Trust, Inc.
(dated January 13, 1995), are amended as of March 1995 as follows:
1. The first sentence in Section 2.06 is deleted in its entirety
and is amended to read as follows:
"A majority of the votes cast at a meeting of Stockholders,
duly called and in which a quorum is present, shall be
sufficient to take or authorize action upon any matter which
may properly come before the meeting, unless more than a
majority of the votes cast is required by law or by the
Company's Charter or by these By-Laws."
2. Section 3.06 is deleted in its entirety and is amended to read
as follows:
"The Board of Directors may appoint from among its members an
Executive Committee, an Audit Committee and other committees
comprised of one (1) or more Directors. In the case of any
committee comprised of less than three (3) individuals, such
individuals must all be Independent Directors (as defined in
Section 3.01). In the case of any committee comprised of three
or more individuals, a majority of the members of any
committees so appointed shall be Independent Directors. The
Board of Directors may delegate to any committee any of the
powers of the Board of Directors except the power to declare
dividends or distributions on stock, recommend to the
Stockholders any action which requires Stockholder approval,
amend the By-Laws, approve any merger or share exchange or
issue stock. However, if the Board of Directors is given
general authorization for the issuance of stock, a committee
of the Board, in accordance with the general formula or method
specified by the Board of Directors by resolution or by
adoption of stock option
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plan, may fix the terms of stock subject to classification or
reclassification and the terms on which any stock may be
issued. Notice of committee meetings shall be given in the
same manner as notice for special meetings of Board of
Directors.
For any committee comprised of less than three (3)
individuals, all of the members of any such 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 unanimous act of those present shall be the
act of such committee. For any committee comprised of three or
more individuals, one-third (1/3), but not less than two (2),
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 of those present shall be the act of such
committee. The Board of Directors may designate a Chairman of
any committee and such Chairman, or, in the case of a
committee with two or more members, any two (2) 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 any not disqualified
from voting, whether or not they constitute a quorum, may
unanimously appoint another Director to act at the meeting in
the place of such absent or disqualified member; provided,
however, that in the event of the absence or disqualification
of an Independent Director, such appointee shall be an
Independent Director.
Each committee shall keep minutes of its proceedings and shall
report the same to the Board of Directors at the meeting next
succeeding and any action taken by the committees shall be
subject to revision and alteration by the Board of Directors,
provided that no rights of third persons shall be affected by
any such revision or alteration.
Subject to the provisions hereof, the Board of Directors shall
have the power at any time to change the membership of any
committee, to
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fill all vacancies, to designate alternate members, to replace
any absent or disqualified member, or to dissolve any
committee."