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EXHIBIT 4.5
AMENDMENT TO THE BY-LAWS
OF
IRT PROPERTY COMPANY
Pursuant to the due authorization and direction of the Board of
Directors of IRT Property Company ("IRT"), the By-Laws of IRT are hereby amended
to delete in its entirety Article II, Section 3 and substitute the following in
lieu thereof:
"Section 3. Notice of Meetings. Written notice of every
meeting of shareholders, stating the place, date and hour of the
meeting shall be given personally or by mail to each shareholder of
record entitled to vote at such meeting not less than 10 nor more than
70 days before the date of the meeting. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail with
first class postage thereon prepaid addressed to the shareholder at his
address as it appears on the corporation's record of shareholders.
Attendance of a shareholder at a meeting of shareholder shall
constitute a waiver of notice of such meeting and of all objections to
the place or time of the meeting, or the manner in which it has been
called or convened, except when a shareholder attends a meeting solely
for the purpose of stating, at the beginning of the meeting, any such
objection to the transaction of any business. Notice need not be given
to any shareholder who signs a waiver of notice, in person or by proxy,
either before or after the meeting."
I, W. Benjamin Jones III, do hereby certify that: (i) I am the duly
authorized and empowered Secretary of IRT; and (ii) the foregoing Amendment to
the By-Laws of IRT, in the form and content set forth above, was duly approved
and adopted by the Board of Directors of IRT on March 31, 1999 and is now
lawfully in full force and effect.
/s/ W. Benjamin Jones III
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W. Benjamin Jones III
Secretary