**Exhibit 3.2**
**CORRECTIONAL PROPERTIES TRUST**
**AMENDED AND RESTATED**
**BYLAWS**
**(Amended as of March 9, 2004)**
**ARTICLE I**
**OFFICES**
     Section 1. Principal Office. The principal office of the Trust shall belocated at such place or places as the Trustees may designate. The initialprincipal office of the Trust shall be 4200 Wackenhut Drive, Palm BeachGardens, Florida 33410-4243.
     Section 2. Additional Offices. The Trust may have additional offices atsuch places as the Trustees may from time to time determine or the business ofthe Trust may require.
     Section 3. Fiscal and Taxable Years. The fiscal and taxable years of theTrust shall begin on January 1 and end on December 31.
**ARTICLE II**
**MEETINGS OF SHAREHOLDERS**
     Section 1. Place. All meetings of shareholders shall be held at theprincipal office of the Trust or at such other place within or without theUnited States as shall be determined by the Board of Trustees and stated in thenotice of the meeting.
     Section 2. Annual Meeting. An annual meeting of the shareholders for theelection of Trustees and the transaction of any business within the powers ofthe Trust shall be held each year, following the delivery of the annual report,referred to in Section 12 of this Article II, but in no event later than 120days after the end of the Trust’s fiscal year, at a convenient location, asdetermined by the Board of Trustees, and on proper notice, on a date and at thetime set by the Trustees, beginning with the year 1999. Failure to hold anannual meeting does not invalidate the Trust’s existence or affect anyotherwise valid acts of the Trust.
     Section 3. Special Meetings.
     (a) General. The Chairman of the Board, President, Chief ExecutiveOfficer, the Board of Trustees or a majority of the members of any committee ofthe Board of Trustees which has been duly designated by the Board of Trusteesand whose powers and authority, as provided in a resolution of the Board ofTrustees or these Bylaws, include the power to call such meetings may call aspecial meeting of the shareholders. Subject to subsection (b) of this Section3, a special meeting of shareholders shall also be called by the secretary ofthe Trust upon the written request of shareholders entitled to cast not lessthan a majority of all the votes entitled to be cast at such meeting.
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     (b) Shareholder Requested Special Meetings. (1) One or more shareholderswho together are the holders of record of 100,000 or more of the Trust’s CommonShares of Beneficial Interest may seek to have shareholders request a specialmeeting by sending written notice to the secretary (the “Record Date RequestNotice”) by registered mail, return receipt requested, requesting the Board ofTrustees to fix a record date to determine the shareholders entitled to requesta special meeting (the “Request Record Date”). The Record Date Request Noticeshall set forth the purpose of the meeting and the matters proposed to be actedon at it, shall be signed by one or more shareholders who together are theholders of record of 100,000 or more of the Trust’s Common Shares of BeneficialInterest as of the date of signature (or their agents duly authorized in awriting accompanying the Record Date Request Notice), shall bear the date ofsignature of each such shareholder (or such agent) and shall set forth allinformation relating to each such shareholder that must be disclosed insolicitations of proxies for election of Trustees in an election contest (evenif an election contest is not involved), or is otherwise required, in each casepursuant to Regulation 14A (or any successor provision) under the SecuritiesExchange Act of 1934, as amended (the “Exchange Act”). Upon receiving theRecord Date Request Notice, the Board of Trustees may fix a Request RecordDate. The Request Record Date shall not precede and shall not be more than tendays after the close of business on the date on which the resolution fixing theRequest Record Date is adopted by the Board of Trustees. If the Board ofTrustees, within ten days after the date on which a valid Record Date RequestNotice is received, fails to adopt a resolution fixing the Request Record Date,the Request Record Date shall be the close of business on the tenth day afterthe first date on which the Record Date Request Notice is received by thesecretary.
     (2) In order for any shareholder to request a special meeting, one ormore written requests for a special meeting signed by shareholders of record(or their agents duly authorized in a writing accompanying the request) as ofthe Request Record Date entitled to cast not less than a majority (the “SpecialMeeting Percentage”) of all of the votes entitled to be cast at such meeting(the “Special Meeting Request”) shall be delivered to the secretary. Inaddition, the Special Meeting Request (a) shall set forth the purpose of themeeting and the matters proposed to be acted on at it (which shall be limitedto those lawful matters set forth in the Record Date Request Notice received bythe secretary), (b) shall bear the date of signature of each such shareholder(or such agent) signing the Special Meeting Request, (c) shall set forth thename and address, as they appear in the Trust’s books, of each shareholdersigning such request (or on whose behalf the Special Meeting Request issigned), the class, series and number of all shares of beneficial interest ofthe Trust which are owned by each such shareholder, and nominee holder for, andnumber of, shares owned by such shareholder beneficially but not of record, (d)shall be sent to the secretary by registered mail, return receipt requested,and (e) shall be received by the secretary within 60 days after the RequestRecord Date. Any requesting shareholder (or agent duly authorized in a writingaccompanying the revocation or the Special Meeting Request) may revoke his, heror its request for a special meeting at any time by written revocationdelivered to the secretary.
     (3) The secretary shall inform the requesting shareholders of thereasonably estimated cost of preparing and mailing the notice of meeting(including the Trust’s proxy materials). The secretary shall not be requiredto call a special meeting upon shareholder request and such meeting shall notbe held unless, in addition to the documents required by paragraph (2) of thisSection 3(b), the secretary receives payment of such reasonably estimated costprior to the mailing of any notice of the meeting.
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     (4) Except as provided in the next sentence, any special meeting shall beheld at such place, date and time as may be designated by the Chairman of theBoard, Chief Executive Officer, President, Board of Trustees or committeemembers, whoever has called the meeting. In the case of any special meetingcalled by the secretary upon the request of shareholders (a “ShareholderRequested Meeting”), such meeting shall be held at such place, date and time asmay be designated by the Board of Trustees; provided, however, that the date ofany Shareholder Requested Meeting shall be not more than 90 days after therecord date for such meeting (the “Meeting Record Date”); and provided furtherthat if the Board of Trustees fails to designate, within ten days after thedate that a valid Special Meeting Request is actually received by the secretary(the “Delivery Date”), a date and time for a Shareholder Requested Meeting,then such meeting shall be held at 2:00 p.m. local time on the 90th day afterthe Meeting Record Date or, if such 90th day is not a Business Day (as definedbelow), on the first preceding Business Day; and provided further that in theevent that the Board of Trustees fails to designate a place for a ShareholderRequested Meeting within ten days after the Delivery Date, then such meetingshall be held at the principal executive offices of the Trust. In fixing adate for any special meeting, the Chairman of the Board, Chief ExecutiveOfficer, President, Board of Trustees or committee members may consider suchfactors as he, she, they or it deems relevant within the good faith exercise ofbusiness judgment, including, without limitation, the nature of the matters tobe considered, the facts and circumstances surrounding any request for ameeting and any plan of the Board of Trustees to call an annual meeting or aspecial meeting. In the case of any Shareholder Requested Meeting, if theBoard of Trustees fails to fix a Meeting Record Date that is a date within 30days after the Delivery Date, then the close of business on the 30th day afterthe Delivery Date shall be the Meeting Record Date. The Board of Trustees mayrevoke the notice for any Shareholder Requested Meeting in the event that therequesting shareholders fail to comply with the provisions of paragraph (3) ofthis Section 3(b).
     (5) If written revocations of requests for the special meeting have beendelivered to the secretary and the result is that shareholders of record as ofthe Request Record Date entitled to cast less than the Special MeetingPercentage have delivered and not revoked requests for a special meeting to thesecretary, the secretary shall: (i) if the notice of meeting has not alreadybeen mailed, refrain from mailing the notice of the meeting and send to allrequesting shareholders who have not revoked such requests written notice ofany revocation of a request for the special meeting, or (ii) if the notice ofmeeting has been mailed and if the secretary first sends to all requestingshareholders who have not revoked requests for a special meeting written noticeof any revocation of a request for the special meeting and written notice ofthe secretary’s intention to revoke the notice of the meeting, revoke thenotice of the meeting at any time before ten days before the commencement ofthe meeting. Any request for a special meeting received after a revocation bythe secretary of a notice of a meeting shall be considered a request for a newspecial meeting.
     (6) The Chairman of the Board, Chief Executive Officer, President, Boardof Trustees or committee members may appoint regionally or nationallyrecognized independent inspectors of elections to act as the agent of the Trustfor the purpose of promptly performing a ministerial review of the validity ofany purported Special Meeting Request received by the secretary. For thepurpose of permitting the inspectors to perform such review, no such purportedrequest shall be deemed to have been delivered to the secretary until theearlier of (i) five Business Days after receipt by the secretary of suchpurported request and (ii) such date as the independent inspectors certify tothe Trust that the valid requests received by the secretary represent at leasta majority
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of the issued and outstanding shares of beneficial interest that would beentitled to vote at such meeting. Nothing contained in this paragraph (6)shall in any way be construed to suggest or imply that the Trust or anyshareholder shall not be entitled to contest the validity of any request,whether during or after such five Business Day period, or to take any otheraction (including, without limitation, the commencement, prosecution or defenseof any litigation with respect thereto, and the seeking of injunctive relief insuch litigation).
     (7) For purposes of these Bylaws, “Business Day” shall mean any day otherthan a Saturday, a Sunday or a day on which banking institutions in the Stateof Maryland, New York or Florida are authorized or obligated by law orexecutive order to close.”
     Section 4. Notice. Not less than 10 nor more than 90 days before eachmeeting of shareholders, the secretary shall give to each shareholder entitledto vote at such meeting and to each shareholder not entitled to vote who isentitled to notice of the meeting written or printed notice stating the timeand place of the meeting and, in the case of a special meeting or as otherwisemay 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 leavingit at his residence or usual place of business. If mailed, such notice shallbe deemed to be given when deposited in the United States mail addressed to theshareholder at his post office address as it appears on the records of theTrust, with postage thereon prepaid.
     Section 5. Scope of Notice. Any business of the Trust may be transactedat an annual meeting of shareholders without being specifically designated inthe notice, except such business as is required by any statute to be stated insuch notice. No business shall be transacted at a special meeting ofshareholders except as specifically designated in the notice.
     Section 6. Organization. At every meeting of the shareholders, theChairman of the Board, if there be one, shall conduct the meeting or, in thecase of vacancy in office or absence of the Chairman of the Board, one of thefollowing officers present shall conduct the meeting in the order stated: theVice Chairman of the Board, if there be one, the President, the Vice Presidentsin their order of rank and seniority and the Secretary, or, in his absence, anassistant secretary, or in the absence of both the Secretary and assistantsecretaries, a person appointed by the Chairman shall act as Secretary.
     Section 7. Quorum; Adjournment. At any meeting of shareholders, thepresence in person or by proxy of shareholders entitled to cast a majority ofall 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 theDeclaration of Trust for the vote necessary for the adoption of any measure.If, however, such quorum shall not be present at any meeting of theshareholders, the shareholders entitled to vote at such meeting, present inperson or by proxy, shall have the power to adjourn the meeting from time totime to a date not more than 120 days after the original record date withoutnotice other than announcement at the meeting. At such adjourned meeting atwhich a quorum shall be present, any business may be transacted which mighthave been transacted at the meeting as originally notified. In addition, anymeeting of Shareholders convened on the date for which it was called may beadjourned to a date not more than 120 days after the original record datewithout notice other than announcement at the meeting.
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     Section 8. Voting: Nonapplicability Of Control Share Statute. A pluralityof all the votes cast at a meeting of shareholders duly called and at which aquorum is present shall be sufficient to elect a Trustee. Each share may bevoted for as many individuals as there are Trustees to be elected and for whoseelection the share is entitled to be voted. A majority of the votes cast at ameeting of shareholders duly called and at which a quorum is present shall besufficient to approve any other matter which may properly come before themeeting, unless more than a majority of the votes cast is required herein or bystatute or by the Declaration of Trust. Unless otherwise provided in theDeclaration, each outstanding share, regardless of class, shall be entitled toone vote on each matter submitted to a vote at a meeting of shareholders.
     TITLE 3, SUBTITLE 7, VOTING RIGHTS OF CERTAIN CONTROL SHARES, OF THECORPORATIONS AND ASSOCIATIONS ARTICLE OF THE ANNOTATED CODE OF MARYLAND (OR ANYSUCCESSOR STATUTE) SHALL NOT APPLY TO ANY ACQUISITION OF OWNERSHIP OF, ORVOTING RIGHTS, OR OTHER INTERESTS IN ANY SHARES OF THE TRUST BY ANY PERSON ORENTITY.
     Section 9. Proxies. A shareholder may vote the shares owned of recordeither in person or by proxy. The proxy shall be in writing and shall besigned by the shareholder or by the shareholder’s duly authorizedattorney-in-fact or be in such other form as may be permitted by the MarylandGeneral Corporation Law with respect to the use of proxies by stockholders inMaryland corporations, including documents conveyed by electronic transmission.A copy, facsimile transmission or other reproduction of the writing ortransmission may be substituted for the original writing or transmission forany purpose for which the original writing or transmission could be used.Every proxy shall be dated, but need not be sealed, witnessed or acknowledged.No proxy shall be valid after eleven (11) months from its date, unlessotherwise provided in the proxy.
     Section 10. Voting of Shares by Certain Holders. Any trustee or otherfiduciary may vote shares registered in his name as such fiduciary, either inperson or by proxy. In the case of shares held of record by more than oneperson, any co-owner or co-fiduciary may execute the proxy without the joinderof the co-owner(s) or co-fiduciary(ies), unless the Secretary of the Trust isnotified in writing by any co-owner or co-fiduciary that the joinder of morethan one is to be required. Shares standing in the name of a corporation,domestic or foreign, may be voted by the officer, agent, or proxy designated bythe corporate shareholder. Shares standing in the name of any generalpartnership may be voted by any partner thereof, or by any agent or proxythereof. Shares standing in the name of any limited partnership may be voted byany general partner, or by any agent or proxy thereof. The Trustees may adoptby resolution a procedure by which a shareholder may certify in writing to theTrust that any shares registered in the name of the shareholder are held forthe account of a specified person other than the shareholder. The resolutionshall set forth the class of shareholders who may make the certification, thepurpose for which the certification may be made, the form of certification andthe information to be contained in it; if the certification is with respect toa record date or closing of the share transfer books, the time after the recorddate or closing of the share transfer books within which the certification mustbe received by the Trust; and any other provisions with respect to theprocedure which the Trustees consider necessary or desirable. On receipt ofsuch certification, the person specified in the certification shall be regardedas, for the purposes set forth in the certification, the shareholder of recordof the specified shares in place of the shareholder who makes thecertification.
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     Section 11. Inspectors. At any meeting of shareholders, the chairman ofthe meeting may, or upon the request of any shareholder shall, appoint one ormore persons as inspectors for such meeting. Such inspectors shall ascertainand report the number of shares represented at the meeting based upon theirdetermination of the validity and effect of proxies, count all votes, reportthe results and perform such other acts as are proper to conduct the electionand voting with impartiality and fairness to all the shareholders. Each reportof an inspector shall be in writing and signed by him or by a majority of themif there is more than one inspector acting at such meeting. If there is morethan one inspector, the report of a majority shall be the report of theinspectors. The report of the inspector or inspectors on the number of sharesrepresented at the meeting and the results of the voting shall be prima facieevidence thereof.
     Section 12. Reports to Shareholders. Not later than 120 days after theclose of each fiscal year of the Trust, the Trustees shall deliver or cause tobe delivered a report of the business and operations of the Trust during suchfiscal year to the shareholders, containing a balance sheet and a statement ofincome and surplus of the Trust, accompanied by the certification of anindependent certified public accountant based on the accountant’s fullexamination of the books and records of the Trust in accordance with generallyaccepted auditing procedures, and such further information as the Trustees maydetermine is required pursuant to any law or regulation to which the Trust issubject. A signed copy of the annual report and the accountant’s certificateshall be placed on file at the principal office of the Trust and filed by theTrustees with such governmental agencies, if any, as may be required by law andas the Trustees may deem appropriate.
     Section 13. Nominations and Shareholder Business.
     (a) Annual Meetings of Shareholders.
     (1) Nominations of persons for election to the Board of Trustees andthe proposal of business to be considered by the shareholders may be madeat an annual meeting of shareholders (i) pursuant to the Trust’s noticeof meeting, (ii) by or at the direction of the Trustees, or (iii) by anyshareholder of the Trust who was a shareholder of record at the time ofgiving of notice provided for in this Section 13(a), who is entitled tovote at the meeting and who complied with the notice procedures set forthin this Section 13(a).
     (2) For nominations or other business to be properly brought beforean annual meeting by a shareholder pursuant to clause (iii) of paragraph(a)(1) of this Section 13, the shareholder must have given timely noticethereof in writing to the Secretary of the Trust. To be timely, ashareholder’s notice shall be delivered to the Secretary at the principalexecutive offices of the Trust not less than 60 days nor more than 90days prior to the first anniversary of the preceding year’s annualmeeting; provided, however, that in the event that the date of the annualmeeting is advanced by more than 30 days or delayed by more than 60 daysfrom such anniversary date, and with respect to the first annual meeting,notice by the shareholder to be timely must be so delivered not earlierthan the 90th day prior to such annual meeting and not later than theclose of business on the later of the 60th day prior to such annualmeeting or the tenth day following the day on which public announcementof the date of such meeting is first made. Such shareholder’s noticeshall set forth (i) as to each person whom the
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shareholder proposes to nominate for election or reelection as aTrustee all information relating to such person that is required to bedisclosed in solicitations of proxies for election of Trustees, or isotherwise required, in each case pursuant to Regulation 14A under theSecurities Exchange Act of 1934, as amended (the “Exchange Act”)(including such person’s written consent to being named in the proxystatement as a nominee and to serving as a Trustee if elected); (ii) asto any other business that the shareholder proposes to bring before themeeting, a brief description of the business desired to be brought beforethe meeting, the reasons for conducting such business at the meeting andany material interest in such business of such shareholder and of thebeneficial owner, if any, on whose behalf the proposal is made; and (iii)as to the shareholder giving the notice and the beneficial owner, if any,on whose behalf the nomination or proposal is made, (x) the name andaddress of such shareholder, as they appear on the Trust’s books, and ofsuch beneficial owner, and (y) the number of each class of shares of theTrust which are owned beneficially and of record by such shareholder andsuch 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 numberof Trustees to be elected to the Board of Trustees is increased and thereis no public announcement naming all of the nominees for Trustee orspecifying the size of the increased Board of Trustees made by the Trustat least 70 days prior to the first anniversary of the preceding year’sannual meeting, a shareholder’s notice required by this Section 13(a)shall also be considered timely, but only with respect to nominees forany new positions created by such increase, if it shall be delivered tothe Secretary at the principal executive offices of the Trust not laterthan the close of business on the tenth day following the day on whichsuch public announcement is first made by the Trust.
     (b) Special Meetings of Shareholders. Only such business shall beconducted at a special meeting of shareholders as shall have been broughtbefore the meeting pursuant to the Trust’s notice of meeting. Nominations ofpersons for election to the Board of Trustees may be made at a special meetingof shareholders at which Trustees are to be elected (i) pursuant to the Trust’snotice 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 beelected at such special meeting, by any shareholder of the Trust who was ashareholder of record at the time of giving of notice provided for in thisSection 13(b), who is entitled to vote at the meeting and who complied with thenotice procedures set forth in this Section 13(b). In the event the Trustcalls a special meeting of shareholders for the purpose of electing one or moreTrustees to the Board of Trustees, any such shareholder may nominate a personor persons (as the case may be) for election to such position as specified inthe Trust’s notice of meeting, if the shareholder’s notice containing theinformation required by paragraph (a)(2) of this Section 13 shall be deliveredto the Secretary at the principal executive offices of the Trust not earlierthan the 90th day prior to such special meeting and not later than the close ofbusiness on the later of the 60th day prior to such special meeting or thetenth day following the day on which public announcement is first made of thedate of the special meeting and of the nominees proposed by the Trustees to beelected at such meeting.
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     (c) General.
     (1) Only such persons who are nominated in accordance with theprocedures set forth in this Section 13 shall be eligible to serveas Trustees and only such business shall be conducted at a meeting ofshareholders as shall have been brought before the meeting in accordancewith the procedures set forth in this Section 13. The presiding officerof the meeting shall have the power and duty to determine whether anomination or any business proposed to be brought before the meeting wasmade in accordance with the procedures set forth in this Section 13 and,if any proposed nomination or business is not in compliance with thisSection 13, to declare that such defective nomination or proposal bedisregarded.
     (2) For purposes of this Section 13, “public announcement” shallmean disclosure in a press release reported by the Dow Jones NewsService, Associated Press or comparable news service or in a documentpublicly filed by the Trust with the Securities and Exchange Commissionpursuant to Sections 13, 14 or 15(d) of the Exchange Act.
     (3) Notwithstanding the foregoing provisions of this Section 13, ashareholder shall also comply with all applicable requirements of statelaw and of the Exchange Act and the rules and regulations thereunder withrespect to the matters set forth in this Section 13. Nothing in thisSection 13 shall be deemed to affect any rights of shareholders torequest inclusion of proposals in the Trust’s proxy statement pursuant toRule 14a-8 under the Exchange Act.
     Section 14. Informal Action by Shareholders. Any action required orpermitted to be taken at a meeting of shareholders may be taken without ameeting if a consent in writing, setting forth such action, is signed by eachshareholder entitled to vote on the matter and any other shareholder entitledto notice of a meeting of shareholders (but not to vote thereat) has waived inwriting any right to dissent from such action, and such consent and waiver arefiled with the minutes of proceedings of the shareholders.
     Section 15. Voting by Ballot. Voting on any question or in any electionmay be by voice vote unless the presiding officer shall order or anyshareholder shall demand that voting be by ballot.
**ARTICLE III**
**TRUSTEES**
     Section 1. General Powers; Qualifications; Trustees Holding Over;Independent Trustees. The business and affairs of the Trust shall be managedunder the direction of its Board of Trustees. A Trustee shall be an individualat least 21 years of age who is not under legal disability. Unless otherwiseagreed between the Trust and the Trustee, each individual Trustee, includingeach Independent Trustee (as defined below), may engage in other businessactivities of the type conducted by the Trust and is not required to present tothe Trust any investment opportunities presented to them even though theinvestment opportunities may be within the scope of the Trust’s investmentpolicies. In case of failure to elect Trustees at an annual meeting of theshareholders, the Trustees holding over shall continue to direct the managementof the business and affairs of the Trust until their successors are elected andqualify. As used herein, the term “Independent Trustee” shall have the samemeaning ascribed to it in the Declaration ofTrust.
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     Section 2. Annual And Regular Meetings. An annual meeting of the Trusteesshall be held immediately after and at the same place as the annual meeting ofshareholders, no notice other than this Bylaw being necessary. The Trusteesmay provide, by resolution, the time and place, either within or without theState of Maryland, for the holding of regular meetings of the Trustees withoutother notice than such resolution.
     Section 3. Special Meetings. Special meetings of the Trustees may becalled by or at the request of the Chairman of the Board, the Chief ExecutiveOfficer or the President or by a majority of the Trustees then in office. Theperson or persons authorized to call special meetings of the Trustees may fixany place, either within or without the State of Maryland, as the place forholding any special meeting of the Trustees called by them.
     Section 4. Notice. Notice of any special meeting shall be given upon atleast 24 hours written notice, with such written notice delivered personally,by telecopy, by mail or by a nationally recognized courier service to eachTrustee at his business or residence address. Personally delivered ortelecopied notices shall be given at least 24 hours prior to the meeting. Ifmailed or delivered by a nationally recognized courier service, such noticeshall be deemed given 48 hours after the time of mailing or delivery to thecourier service. Neither the business to be transacted at, nor the purpose of,any annual, regular or special meeting of the Trustees need be stated in thenotice, unless specifically required by statute or these Bylaws.
     Section 5. Quorum. Except as provided in subsection (b) of Section 6, amajority of the entire Board of Trustees shall constitute a quorum fortransaction of business at any meeting of the Trustees, provided that, if lessthan a majority of such Trustees are present at said meeting, a majority of theTrustees present may adjourn the meeting from time to time without furthernotice. The Trustees present at a meeting which has been duly called andconvened may continue to transact business until adjournment, notwithstandingthe withdrawal of enough Trustees to leave less than a quorum.
     Section 6. Voting.
     (a) Except as provided in subsection (b) of this Section 6 and in Section15 of Article III, the action of the majority of the Trustees present at ameeting 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 bythe Declaration of Trust, these Bylaws or applicable statute.
     (b) Notwithstanding the foregoing, two-thirds of the Trustees shall benecessary to constitute a quorum to approve the actions set forth below inclauses (1) through (4), and such action shall not be effective unless approvedby two-thirds of the Trustees (and, if an Interested Trustee Transaction, asdefined in Section 15 of this Article III, also by the vote of the IndependentTrustees pursuant to and in accordance with Article IV, Section 3). Suchactions are:
     (1) A Change of Control (as hereinafter defined) of the Trust;
     (2) Any amendment to the Declaration of Trust or these Bylaws;
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     (3) Any waiver or modification of the Ownership Limit (as defined inthe Declaration of Trust); and
     (4) The issuance of any equity securities (other than Common Sharesissued (a) for at least the fair market value thereof at the time ofissuance as determined in good faith by a majority of the Board ofTrustees, (b) pursuant to any share incentive or option plans of theCompany, or (c) in a bona fide underwritten public offering managed byone or more nationally recognized investment banking firms) or rights toacquire any such securities.
     For purposes of this Section 6(b):
     (1) The term “Change of Control” of the Trust shall mean anytransaction or series of transactions (whether by purchase of existingCommon Shares, issuance of Common Shares, merger, consolidation orotherwise) the result of which is that either (i) any Person or Groupbecomes the Beneficial Owner, directly or indirectly, of 20% or more ofthe total voting power in the aggregate of all classes of beneficialinterests of the Trust then outstanding normally entitled to vote in theelection of Trustees of the Trust (or any surviving entity) or (ii) theBeneficial Owners of the beneficial interests of the Trust normallyentitled to vote in the election of Trustees immediately prior to thetransaction beneficially own less than 80% of the total voting power inthe aggregate of all classes of beneficial interests of the Trust thenoutstanding normally entitled to vote in the election of Trustees of theTrust (or any surviving entity) immediately after such transaction.
     (2) The term “Person” as used herein shall have the same meaning assuch term has for purposes of Sections 13(d) and 14(d) of the SecuritiesExchange Act of 1934, as amended.
     (3) The term “Group” as used herein shall have the same meaning assuch term has for purposes of Sections 13(d) and 14(d) of the SecuritiesExchange Act of 1934, as amended.
     (4) The term “Beneficial Owner” as used herein shall have the samemeaning as such term has for purposes of Rule 13d-3 promulgated under theSecurities Exchange Act of 1934, as amended, except that a Person shallbe deemed to have beneficial ownership of all shares that a Person hasthe right to acquire, whether or not such right is immediatelyexercisable.
     (5) The term “Ownership Limit” as used herein shall have the samemeaning as such term has in the Declaration of Trust.
     Section 7. Telephone Meetings. Trustees may participate in a meeting bymeans of a conference telephone or similar communications equipment if allpersons participating in the meeting can hear each other at the same time.Participation in a meeting by these means shall constitute presence in personat the meeting.
     Section 8. Informal Action By Trustees. Any action required or permittedto be taken at any meeting of the Trustees may be taken without a meeting, if aconsent in writing tosuch action is signed by each Trustee and such written consent is filedwith the minutes of proceedings of the Trustees.
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     Section 9. Vacancies. If for any reason any or all the Trustees cease tobe Trustees, such event shall not terminate the Trust or affect these Bylaws orthe powers of the remaining Trustees hereunder (even if fewer than threeTrustees remain). Any vacancy (including a vacancy created by an increase inthe number of Trustees) shall be filled at any regular meeting or at anyspecial meeting called for that purpose by a majority of the Trustees. Anyindividual so elected as Trustee shall hold office for the remainder of theterm of the class to which he was elected or until his successor is elected andqualifies.
     Section 10. Compensation. Trustees shall not receive any stated salaryfor their services as Trustees but, by resolution of the Trustees, may receivecash compensation, a fixed sum of shares or options for a fixed sum of sharesof the Trust for any service or activity they perform or engage in as Trustees.Trustees may receive a fee for, and non-employee Trustees shall be reimbursedfor expenses in connection with, attendance, if any, at each annual regular orspecial meeting of the Trustees or of any committee thereof; and for theirexpenses, if any, in connection with each property visit and any other serviceor activity performed or engaged in as Trustees; but nothing herein containedshall be construed to preclude any Trustees from serving the Trust in any othercapacity and receiving compensation therefor.
     Section 11. Removal Of Trustees. The shareholders may remove any Trusteein the manner provided in the Declaration of Trust.
     Section 12. Loss Of Deposits. No Trustee shall be liable for any losswhich may occur by reason of the failure of the bank, trust company, savingsand loan association, or other institution with whom moneys or shares have beendeposited.
     Section 13. Surety Bonds. Unless required by law, no Trustee shall beobligated to give any bond or surety or other security for the performance ofany of his duties.
     Section 14. Number, Tenure And Qualifications. The number of Trustees ofthe Trust is nine (9), but such number may be changed to not less than three(3), and not more than fifteen (15), as determined from time to time by theBoard of Trustees. Trustees need not be shareholders of the Trust.
     Section 15. Interested Trustee Transactions. Notwithstanding any otherprovision of these Bylaws, the following actions (an “Interested TrusteeTransaction”) of the Board of Trustees shall require the approval of theIndependent Committee, as defined in Article IV of these Bylaws: (i) theselection of operators for the Trust’s properties; and (ii) the entering intoor the consummation of any agreement or transaction with The WackenhutCorporation, a Florida corporation, Wackenhut Corrections Corporation, aFlorida corporation, or their respective affiliates, including, but not limitedto, the negotiation, enforcement and renegotiation of the terms of any lease ofany of the Trust’s properties. As used herein, the word “affiliate” shall havethe meaning given it in Rule 405 under the Securities Act of 1933, as amended.Action by the Independent Committee as provided herein shall be in lieu ofaction of the full Board of Trustees, except as otherwise required by law or asexpressly otherwise provided in these Bylaws.
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     Section 16. Other Interested Trustee Matters. Without limiting therequirements of Article III Section 15, a contract or other transaction betweenthe 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 ordirector or has a material financial interest is not void or voidable becauseof any one or more of the following: (i) the common trustee/directorship orinterest; (ii) the presence of the Trustee at the meeting of the Board orcommittee of the Board which authorizes, approves or ratifies the contract ortransaction; (iii) the counting of the vote of the Trustee for theauthorization, approval or ratification of the contract or transaction; or (iv)the counting of the Trustee in determining the presence of a quorum at ameeting of the Board of Trustees or committee of the Board of Trustees or at ameeting of the shareholders, as the case may be, at which the contract ortransaction is authorized, approved or ratified.
**ARTICLE IV**
**COMMITTEES**
     Section 1. General. The Board of Trustees may, by a majority of the wholeboard, designate one or more committees, each such committee to consist of oneor more of the Trustees of the Trust. The board may designate one or moreTrustees as alternate members of any committee, who may replace any absent ordisqualified member at any meeting of the committee. Any such committee, to theextent provided by the Board of Trustees shall have and may exercise all thepowers and authority of the Board of Trustees in the management of the businessand affairs of the Trust, and may authorize the seal of the Trust to be affixedto all papers which may require it; but no such committee shall have the poweror authority in reference to amending or supplementing the Declaration of Trust(except that a committee may, to the extent authorized in the resolution orresolutions providing for the issuance of shares adopted by the Board ofTrustees, fix the designations and any of the preferences or rights of suchshares, including without limitation, those relating to voting powers,restrictions, limitations as to dividends or distributions, terms or conditionsof redemption, liquidation, any distribution of assets of the Trust, or theconversion into, or the exchange of such shares for, shares of any other classor classes or any other series of shares) or authorizing the increase ordecrease of the number of authorized shares of any class or series, or amendingthe Bylaws of the Trust; and, unless the Board of Trustees or the Declarationof Trust so provides, no such committee shall have the power or authority toauthorize a merger, declare a dividend or distribution, authorize the issuanceof shares or adopt a certificate of ownership.
     Section 2. Committees. The Trust shall initially have the followingcommittees, the specific authority and members of which shall be as designatedherein or by resolution of the Board of Trustees.
     (a) An Independent Committee, which shall consist solely of all of theIndependent Trustees and which shall have the authority to approve the actionsof the Board of Trustees as specified in Article III Section 15.
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     (b) An Audit Committee, which will consist solely of Independent Trustees,and which will have (i) such qualifications for membership and such authority,duties and responsibilities (not otherwise prohibited by law) as may berequired by the Sarbanes-Oxley Act of 2002, the rules and regulations of theSEC or the rules, regulations or listing standards of theNYSE or such other stock exchange on which the Trust’s shares may belisted, each as amended from time to time, (ii) the authority, duties andresponsibilities (not otherwise prohibited by law) set forth in the charter ofsaid committee as adopted or amended by the Board of Trustees from time to timeand (iii) such further or other qualifications for membership and such furtheror other authority, duties and responsibilities (not otherwise prohibited bylaw) as may be delegated by the Board of Trustees from time to time.
     (c) A Compensation Committee, which will consist solely of IndependentTrustees, and which shall determine compensation for the Trust’s executiveofficers and administer any share incentive plans adopted by the Trust.
     (d) An Executive Committee which shall have such authority as may bedelegated to it by the Trustees.
     Section 3. Records Of Committee Meetings; Quorum; Vote. Each committeeshall keep regular minutes of its meetings and report the same to the Board ofTrustees when required. The presence of a majority of the total membership ofany committee shall constitute a quorum for the transaction of business at anymeeting of such committee and the act of a majority of those present shall benecessary and sufficient for the taking of any action at such meeting.
**ARTICLE V**
**OFFICERS**
     Section 1. General Provisions. The officers of the Trust may consist of aChairman of the Board, a Vice Chairman of the Board, a Chief Executive Officer,a President, one or more Vice Presidents, a Treasurer, one or more AssistantTreasurers, a Secretary, and one or more Assistant Secretaries. In addition,the Trustees may from time to time appoint such other officers with such powersand duties, as they shall deem necessary or desirable. The officers of theTrust shall be elected annually by the Trustees at the first meeting of theTrustees held after each annual meeting of shareholders. If the election ofofficers shall not be held at such meeting, such election shall be held as soonthereafter as may be convenient. Each officer shall hold office until hissuccessor is elected and qualifies or until his death, resignation or removalin the manner hereinafter provided. Any two or more offices except Presidentand Vice President may be held by the same person. In their discretion, theTrustees may leave unfilled any office except that of President and Secretary.Election of an officer or agent shall not of itself create contract rightsbetween the Trust and such officer or agent.
     Section 2. Removal and Resignation. Any officer or agent of the Trust maybe removed by the Trustees if in their judgment the best interests of the Trustwould be served thereby, but such removal shall be without prejudice to thecontract rights, if any, of the person so removed. Any officer of the Trustmay resign at any time by giving written notice of his resignation to theTrustees, the Chairman of the Board, the President or the Secretary. Anyresignation shall take effect at any time subsequent to the time specifiedtherein or, if the time when it shall become effective is not specified thereinimmediately upon its receipt. The acceptance of a resignation shall not benecessary to make it effective unless otherwise stated in the resignation.Such resignation shall be without prejudice to the contract rights, if any, ofthe Trust.
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     Section 3. Vacancies. A vacancy in any office may be filled by theTrustees for the balance of the term.
     Section 4. Chairman and Vice Chairman of the Board. The Chairman of theBoard shall preside over the meetings of the Trustees and of the shareholdersat which he shall be present and shall in general oversee all of the businessand affairs of the Trust. In the absence of the Chairman of the Board, the ViceChairman of the Board shall preside at such meetings at which he shall bepresent. The Chairman and the Vice Chairman of the Board may execute any deed,mortgage, bond, contract or other instrument, except in cases where theexecution thereof shall be expressly delegated by the Trustees or by theseBylaws to some other officer or agent of the Trust or shall be required by lawto be otherwise executed. The Chairman of the Board and the Vice Chairman ofthe Board shall perform such other duties as may be assigned to them by theTrustees.
     Section 5. Chief Executive Officer. The Trustees may designate a ChiefExecutive Officer from among the officers of the Trust. The Chief ExecutiveOfficer shall have responsibility for implementation of the policies of theTrust as determined by the Trustees, and for the administration of the businessaffairs of the Trust. In the absence of both the Chairman and Vice Chairman ofthe Board, the Chief Executive Officer shall preside over the meetings of theTrustees and of the shareholders at which he shall be present. The ChiefExecutive Officer may execute any deed, mortgage, bond, contract or otherinstrument, except in cases where the execution thereof shall be expresslydelegated by the Trustees or by these Bylaws to some other officer or agent ofthe Trust or shall be required by law to be otherwise executed. The ChiefExecutive Officer shall perform such other duties as may be assigned to him bythe Trustees.
     Section 6. Chief Operating Officer. The Trustees may designate a ChiefOperating Officer from among the officers of the Trust. The Chief OperatingOfficer may execute any deed, mortgage, bond, contract or other instrument,except in cases where the execution thereof shall be expressly delegated by theTrustees or by these Bylaws to some other officer or agent of the Trust orshall be required by law to be otherwise executed; and in general shall performall duties incident to the office of Chief Operating Officer and such otherduties as may be prescribed by all the Trustees or the Chief Executive Officerfrom time to time.
     Section 7. Chief Development Officer. The Trustees may designate a ChiefDevelopment Officer from among the officers of the Trust. The ChiefDevelopment Officer may execute any deed, mortgage, bond, contract or otherinstrument, except in cases where the execution thereof shall be expresslydelegated by the Trustees or by these Bylaws to some other officer or agent ofthe Trust or shall be required by law to be otherwise executed; and in generalshall perform all duties incident to the office of Chief Development Officerand such other duties as may be prescribed by all the Trustees or the ChiefExecutive Officer from time to time.
     Section 8. Chief Financial Officer. The Trustees may designate a ChiefFinancial Officer from among the officers of the Trust. The Chief FinancialOfficer may execute any deed, mortgage, bond, contract or other instrument,except in cases where the execution thereof shall be expressly delegated by theTrustees or by these Bylaws to some other officer or agent of the Trust orshall be required by law to be otherwise executed; and in general shall performall duties incident to the office of Chief Financial Officer and such otherduties as may be prescribed by all the Trustees or the Chief Executive Officerfrom time to time.
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     Section 9. President. In the absence of the Chairman of the Board, theVice Chairman of the Board and the Chief Executive Officer, the President shallpreside over the meetings of the Trustees and of the shareholders at which heshall be present. In the absence of a designation of a Chief Executive Officerby the Trustees, the President shall be the Chief Executive Officer and shallbe ex officio a member of all committees that may, from time to time, beconstituted by the Trustees. The President may execute any deed, mortgage,bond, contract or other instrument, except in cases where the execution thereofshall be expressly delegated by the Trustees or by these Bylaws to some otherofficer or agent of the Trust or shall be required by law to be otherwiseexecuted; and in general shall perform all duties incident to the office ofPresident and such other duties as may be prescribed by the Trustees or theChief Executive Officer from time to time.
     Section 10. Vice Presidents. In the absence of the President or in theevent of a vacancy in such office, the Vice President (or in the event there bemore than one Vice President, the Vice Presidents in the order designated atthe time of their election or, in the absence of any designation, then in theorder of their election) shall perform the duties of the President and when soacting shall have all the powers of and be subject to all the restrictions uponthe President; and shall perform such other duties as from time to time may beassigned to him by the Chief Executive Officer, the President or the Trustees.The Trustees may designate one or more Vice Presidents as Executive VicePresident or as Vice President for particular areas of responsibility.
     Section 11. Secretary. The Secretary shall (a) keep the minutes of theproceedings of the shareholders, the Trustees and committees of the Trustees inone or more books provided for that purpose; (b) see that all notices are dulygiven 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 aregister of the post office address of each shareholder which shall befurnished to the Secretary by such shareholder; (e) have general charge of theshare transfer books of the Trust; and (f) in general perform such other dutiesas from time to time may be assigned to him by the Chief Executive Officer, thePresident or by the Trustees.
     Section 12. Treasurer. The Treasurer shall have the custody of the fundsand securities of the Trust and shall keep full and accurate accounts ofreceipts and disbursements in books belonging to the Trust and shall depositall moneys and other valuable effects in the name and to the credit of theTrust in such depositories as may be designated by the Trustees. The Treasurershall disburse the funds of the Trust as may be ordered by the Trustees, takingproper vouchers for such disbursements, and shall render to the Chief ExecutiveOfficer, the President and Trustees, at the regular meeting of the Trustees orwhenever they may required it, an account of all his transactions as Treasurerand of the financial condition of the Trust. If required by the Trustees, theTreasurer shall give the Trust a bond in such sum and with such surety orsureties as shall be satisfactory to the Trustees for the faithful performanceof the duties of his office and for the restoration to the Trust in case of hisdeath, resignation, retirement or removal from office, of all books, papers,vouchers, moneys and other property of whatever kind in his possession or underhis control belonging to the Trust.
     Section 13. Assistant Secretaries and Assistant Treasurers. The AssistantSecretaries and Assistant Treasurers, in general shall perform such duties asshall be assigned to them by the Secretary or Treasurer, respectively, or bythe Chief Executive Officer, the President or the Trustees. The AssistantTreasurers shall, if required by the Trustees, give bonds for the faithfulperformance of their duties in such sums and with such surety or suretiesas shall be satisfactory to the Trustees.
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     Section 14. Salaries. The salaries of the officers shall be fixed fromtime to time by the Trustees and no officer shall be prevented from receivingsuch salary 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 toenter into any contract or to execute and deliver any instrument in the name ofand on behalf of the Trust and such authority may be general or confined tospecific instances.
     Section 2. Checks And Drafts. All checks, drafts or other orders for thepayment of money, notes or other evidences of indebtedness issued in the nameof the Trust shall be signed by such officer or officers, agent or agents ofthe Trust in such manner as shall from time to time be determined by theTrustees.
     Section 3. Deposits. All funds of the Trust not otherwise employed shallbe deposited from time to time to the credit of the Trust in such banks, trustcompanies or other depositories as the Trustees may designate.
**ARTICLE VII**
**SHARES**
     Section 1. Certificates. Subject to the authority of the Trustees todetermine to issue shares without certificates, each shareholder shall beentitled to a certificate or certificates which shall represent and certify thenumber of shares of each class of beneficial interest held by him in the Trust.Each certificate shall be signed by the Chief Executive Officer, the Presidentor a Vice President and countersigned by the Secretary or an AssistantSecretary or the Treasurer or an Assistant Treasurer and may be sealed with theseal, if any, of the Trust. The signatures may be either manual or facsimile.Certificates shall be consecutively numbered; and if the Trust shall, from timeto time, issue several classes of shares, each class may have its own numberseries. A certificate is valid and may be issued whether or not an officer whosigned it is still an officer when it is issued. Each certificate representingshares which are restricted as to their transferability or voting powers, whichare preferred or limited as to their dividends or as to their allocable portionof the assets upon liquidation or which are redeemable at the option of theTrust, shall have a statement of such restriction, limitation, preference orredemption 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 orback of the certificate a statement that the Trust will furnish to anyshareholder, upon request and without charge, a full statement of suchinformation.
     Section 2. Transfers. Certificates shall be treated as negotiable, andtitle thereto and to the shares they represent shall be transferred by deliverythereof to the same extent as those of a Maryland stock corporation. Notransfers of shares of the Trust shall be made if (i) void ab
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initio pursuant to any provision of the Declaration of Trust or (ii) theBoard of Trustees, pursuant to any provision of the Declaration of Trust, shallhave refused to permit the transfer of such shares. Permitted transfers ofshares of the Trust shall be made on the share records of the Trust only uponthe instruction of the registered holder thereof, or by his attorney thereuntoauthorized by power of attorney duly executed and filed with the Secretary orwith a transfer agent or transfer clerk, and upon surrender of the certificateor certificates, if issued, for such shares properly endorsed or accompanied bya duly executed share transfer power and the payment of all taxes thereon.Upon surrender to the Trust or the transfer agent of the Trust of a certificatefor shares duly endorsed or accompanied by proper evidence of succession,assignment or authority to transfer, as to any transfers not prohibited by anyprovision of the Declaration of Trust or by action of the Board of Trusteesthereunder, it shall be the duty of the Trust to issue a new certificate to theperson entitled thereto, cancel the old certificate and record the transactionupon its books.
     Section 3. Replacement Certificate. Any officer designated by theTrustees may direct a new certificate to be issued in place of any certificatepreviously issued by the Trust alleged to have been lost, stolen or destroyedupon the making of an affidavit of that fact by the person claiming thecertificate to be lost, stolen or destroyed. When authorizing the issuance ofa new certificate, the officer designated by the Trustees may, in hisdiscretion and as a condition precedent to the issuance thereof, require theowner of such lost, stolen or destroyed certificate or the owner’s legalrepresentative to advertise the same in such manner as he shall require and/orto give bond, with sufficient surety, to the Trust to indemnify it against anyloss or claim which may arise as a result of the issuance of a new certificate.
     Section 4. Fixing of Record Date. The Trustees may set, in advance, arecord date for the purpose of determining shareholders entitled to notice ofor to vote at any meeting of shareholders or determining shareholders entitledto receive payment of any dividend or the allotment of any other rights, or inorder to make a determination of shareholders for any other purpose. Suchdate, in any case, shall not be prior to the close of business on the day therecord date is fixed and shall be not more than 90 days and in the case of ameeting of shareholders not less than ten days, before the date on which themeeting or particular action requiring such determination of shareholders ofrecord is to be held or taken. If no record date is fixed for thedetermination of shareholders, (a) the record date for the determination ofshareholders entitled to notice of or to vote at a meeting of shareholdersshall be at the close of business on the day on which the notice of meeting ismailed or the 30th day before the meeting, whichever is the closer date to themeeting; and (b) the record date for the determination of shareholders entitledto receive payment of a dividend or an allotment of any other rights shall bethe close of business on the day on which the resolution of the Trustees,declaring the dividend or allotment of rights, is adopted. When adetermination of shareholders entitled to vote at any meeting of shareholdershas been made as provided in this section, such determination shall apply toany adjournment thereof, except that when the meeting is adjourned to a datemore than 120 days after the record date fixed for the original meeting, a newrecord date shall be determined as set forth herein.
     Section 5. Share Ledger. The Trust shall maintain at its principal officeor at the office of its counsel, accountants or transfer agent, an original orduplicate share ledger containing the name and address of each shareholder andthe number of shares of each class held by such shareholder.
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**ARTICLE VIII**
**DISTRIBUTIONS**
     Section 1. Authorization. Dividends and other distributions upon theshares of the Trust may be authorized and declared by the Board Trustees intheir discretion, subject to the provisions of law and the Declaration ofTrust. Dividends may be paid in cash, property or shares of the Trust, subjectto the provisions of law and the Declaration of Trust.
     Section 2. Contingencies. Before payment of any dividends or any otherdistributions, there may be set aside out of any funds of the Trust availablefor dividends or any other distributions such sum or sums as the Trustees mayfrom time to time, in their absolute discretion, think proper as a reserve fundfor contingencies, for equalizing dividends, for repairing or maintaining anyproperty of the Trust or for such other purpose as the Trustees shall determineto be in the best interest of the Trust, and the Trustees may modify or abolishany such reserve in the manner in which it was created.
**ARTICLE IX**
**SEAL**
     Section 1. Seal. The Trustees may authorize the adoption of a seal by theTrust. The seal shall have inscribed thereon the name of the Trust and the yearof its formation. The Trustees may authorize one or more duplicate seals andprovide for the custody thereof.
     Section 2. Affixing Seal. Whenever the Trust is required to place itsseal 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 tothe signature of the person authorized to execute the document on behalf of theTrust.
**ARTICLE X**
**INDEMNIFICATION AND ADVANCES FOR EXPENSES**
     To the maximum extent permitted by Maryland law in effect from time totime, the Trust shall indemnify (a) any Trustee or officer or any formerTrustee or officer (including among the foregoing, for all purposes of thisArticle X and without limitation, any individual who, while a Trustee orofficer and at the express request of the Trust, serves or has served anothercorporation, partnership, joint venture, trust, employee benefit plan or anyother enterprise as a director, officer, shareholder, partner or trustee ofsuch corporation, partnership, joint venture, trust, employee benefit plan orother enterprise) who has been successful, on the merits or otherwise, in thedefense of a proceeding to which he was made a party by reason of service insuch capacity, against reasonable expenses incurred by him in connection withthe proceeding, and (b) any Trustee or officer or any former Trustee or officeragainst any claim or liability to which he may become subject by reason of suchstatus unless it is established that (i) his act or omission was material tothe matter giving rise to the proceeding and was committed in bad faith or wasthe result of active and deliberate dishonesty, (ii) he actually received animproper personal benefit in money, property or services or (iii) in the caseof a criminal proceeding, he
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had reasonable cause to believe that his act or omission was unlawful.Notwithstanding the foregoing, if the proceeding was one by or in the right ofthe Trust, indemnification may not be made in respect of any proceeding inwhich the Trustee or officer shall have been adjudged to be liable to theTrust. In addition, the Trust shall pay or reimburse, in advance of finaldisposition of a proceeding, reasonable expenses incurred by a Trustee orofficer or former Trustee or officer made a party to a proceeding by reasonsuch status, provided that, the Trust shall have received (i) a writtenaffirmation by the Trustee or officer of his good faith belief that he has metthe applicable standard of conduct necessary for indemnification by the Trustas authorized by these Bylaws and (ii) a written undertaking by or on itsbehalf to repay the amount paid or reimbursed by the Trust if it shallultimately be determined that the applicable standard of conduct was not met.The Trust may, with the approval of its Trustees, provide such indemnificationor payment or reimbursement of expenses to any Trustee or officer or any formerTrustee or officer who served a predecessor of the Trust as a trustee,director, officer or partner, and to any employee or agent of the Trust or aPredecessor of the Trust. Neither the amendment nor repeal of this Article,nor the adoption or amendment of any other provision of the Declaration ofTrust or these Bylaws inconsistent with this Article, shall apply to or affectin any respect the applicability of this Article with respect to any act orfailure to act which occurred prior to such amendment, repeal or adoption. Anyindemnification or payment or reimbursement of the expenses permitted by theseBylaws shall be furnished in accordance with the procedures provided forindemnification or payment or reimbursement of expenses, as the case may be,under Section 2-418 of the Maryland General Corporation Law (the “MGCL”) fordirectors of Maryland corporations. The provisions of this Article X shall notbe deemed to exclude any other rights of indemnification or for the advancementof expenses to which a Trustee or officer, or any former Trustee or officer, ofthe Trust may be entitled pursuant to the Declaration of Trust, action by theshareholders or Board of Trustees, by agreement or otherwise. The Trust mayprovide to Trustees and officers such other and further indemnification orpayment or reimbursement of expenses, as the case may be, to the fullest extentpermitted by law.
**ARTICLE XI**
**WAIVER OF NOTICE**
     Whenever any notice is required to be given pursuant to the Declaration ofTrust or Bylaws or pursuant to applicable law, a waiver thereof in writing,signed by the person or persons entitled to such notice, whether before orafter the time stated therein, shall be deemed equivalent to the giving of suchnotice. Neither the business to be transacted at nor the purpose of anymeeting need be set forth in the waiver of notice, unless specifically requiredby statute. The attendance of any person at any meeting shall constitute awaiver of notice of such meeting, except where such person attends a meetingfor the express purpose of objecting to the transaction of any business on theground that the meeting is not lawfully called or convened.
**ARTICLE XII**
**AMENDMENT OF BYLAWS**
     In accordance with Article III hereof, the Trustees shall have theexclusive power to adopt, alter or repeal any provision of these Bylaws and tomake new Bylaws.
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**ARTICLE XIII**
**MISCELLANEOUS**
     All references to the Declaration of Trust shall include any amendmentsand supplements thereto.
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