**Exhibit 3.01**

 

**AMENDED AND RESTATED**

**BYLAWS**

**AMERICAN SPECTRUM REALTY, INC.**

 

**ARTICLE I**

**OFFICES**

 

Section 1.               PRINCIPAL OFFICE.  The principal office of the Corporationshall be located at such place or places as the Board of Directors (the“Board”) may designate.

 

Section 2.               ADDITIONAL OFFICES.  The Corporation may have additional officesat such places as the Board may from time to time determine or the business ofthe Corporation may require.

 

**ARTICLEII**

**MEETINGSOF STOCKHOLDERS**

 

Section 1.               PLACE.  All meetings of stockholders shall be heldat the principal office of the Corporation or at such other place as shall beset by the Board stated in the notice of the meeting.

 

Section 2.               ANNUAL MEETING.  An annual meeting of the stockholders forthe election of directors and the transaction of any business within the powersof the Corporation shall be held on a date and at the time set by the Boardduring the month of May in each year.

 

Section 3.               SPECIAL MEETINGS.

 

(a)           General.  The chairman of the board, president, chiefexecutive officer or Board may call special meetings of the stockholders.Special meetings of stockholders shall also be called by the secretary of theCorporation upon the written request of the holders of shares entitled to castnot less than ten percent (10%) of all the votes entitled to be cast at suchmeeting. Such request shall state the purpose of such meeting and the mattersproposed to be acted on at such meeting. The secretary shall inform such stockholders of the reasonably estimatedcost of preparing and mailing notice of the meeting and, upon payment to theCorporation by such stockholders of such costs, the secretary shall give noticeto each stockholder entitled to notice of the meeting.

 

(b)           Stockholder Requested SpecialMeetings.  (1) Any stockholder ofrecord seeking to have stockholders request a special meeting shall, by sendingwritten notice to the secretary (the “Record Date Request Notice”) byregistered mail, return receipt requested, request the Board to fix a recorddate to determine the stockholders entitled to request a special meeting (the“Request Record Date”).  The Record DateRequest Notice shall set forth the purpose of the meeting and the mattersproposed to be acted on at it, shall be signed by one or more stockholders ofrecord as of the date of signature (or their duly authorized agents), shallbear the date of signature of each such stockholder (or other agent) and shallset forth all information

 

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relating to each suchstockholder that must be disclosed in solicitations of proxies for election ofdirectors in an election contest (even if an election contest is not involved),or is otherwise required, in each case pursuant to Regulation 14A under theSecurities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule14a-11 thereunder.  Upon receiving theRecord Date Request Notice, the Board may fix a Request Record Date.  The Request Record Date shall not precedeand shall not be more than ten days after the close of business on the date onwhich the resolution fixing the Request Record Date is adopted by theBoard.  If the Board, within ten daysafter the date on which a valid Record Date Request Notice is received, failsto adopt a resolution fixing the Request Record Date and make a publicannouncement of such Request Record Date, the Request Record Date shall be theclose of business on the tenth day after the first date on which the RecordDate Request Notice is received by the secretary.

 

(2)           In order for any stockholder torequest a special meeting, one or more written requests for a special meetingsigned by stockholders of record (or their duly authorized agents) as of theRequest 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.  In addition, the Special Meeting Requestshall set forth the purpose of the meeting and the matters proposed to be actedon at it (which shall be limited to the matters set forth in the Record DateRequest Notice received by the secretary), shall bear the date of signature ofeach such stockholder (or other agent) signing the Special Meeting Request,shall set forth the name and address, as they appear in the Corporation’sbooks, of each stockholder signing such request (or on whose behalf the SpecialMeeting Request is signed) and the class and number of shares of stock of theCorporation which are owned of record and beneficially by each suchstockholder, shall be sent to the secretary by registered mail, return receiptrequested, and shall be received by the secretary within 60 days after theRequest Record Date.  Any requestingstockholder may revoke his, her or its request for a special meeting at anytime by written revocation delivered to the secretary.

 

(3)           The secretary shall inform therequesting stockholders of the reasonably estimated cost of preparing andmailing the notice of meeting (including the Corporation’s proxymaterials).  The secretary shall not berequired to call a special meeting upon stockholder request and such meetingshall not be held unless, in addition to the documents required by paragraph(2) of this Section 3(b), the secretary receives payment of such reasonablyestimated cost prior to the mailing of any notice of the meeting.

 

(4)           Except as provided in the nextsentence, any special meeting shall be held at such place, date and time as maybe designated by the president, chief executive officer or Board, whoever hascalled the meeting.  In the case of anyspecial meeting called by the secretary upon the request of stockholders (a“Stockholder Requested Meeting”), such meeting shall be held at such place,date and time as may be designated by the Board; provided, however, that thedate of any Stockholder Requested Meeting shall be not more than 90 days afterthe record date for such meeting (the “Meeting Record Date”); and providedfurther that if the Board 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 the Stockholder Requested Meeting,then such meeting shall be held at 2:00 p.m. local time on the 90thday after the Meeting Record Date or, if such 90th day is not a BusinessDay (as defined below), on the first preceding Business

 

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Day; and providedfurtherthat in the event that the Board fails to designate a place for a StockholderRequested Meeting within ten days after the Delivery Date, then such meetingshall be held at the principal executive offices of the Corporation.  In fixing a date for any special meeting,the president, chief executive officer or Board may consider such factors ashe, she or it deems relevant within the good faith exercise of businessjudgment, including, without limitation, the nature of the matters to beconsidered, the facts and circumstances surrounding any request for meeting andany plan of the Board to call an annual meeting or a special meeting.  In the case of any Stockholder RequestedMeeting, if the Board fails to fix a Meeting Record Date that is a date within30 days after the Delivery Date, then the close of business on the 30thday after the Delivery Date shall be the Meeting Record Date.

 

(5)           If at any time as a result of writtenrevocations of requests for the special meeting, stockholders of record (ortheir duly authorized agents) as of the Request Record Date entitled to castless than the Special Meeting Percentage shall have delivered and not revokedrequests for a special meeting, the secretary may refrain from mailing thenotice of the meeting or, if the notice of the meeting has been mailed, thesecretary may revoke the notice of the meeting at any time before ten daysbefore the meeting if the secretary has first sent to all other requestingstockholders written notice of such revocation and of intention to revoke thenotice of the meeting.  Any request fora special meeting received after a revocation by the secretary of a notice of ameeting shall be considered a request for a new special meeting.

 

(6)           The chairman of the board, thepresident or the Board may appoint regionally or nationally recognizedindependent inspectors of elections to act as the agent of the Corporation forthe purpose of promptly performing a ministerial review of the validity of anypurported Special Meeting Request received by the secretary.  For the purpose of permitting the inspectorsto perform such review, no such purported request shall be deemed to have beendelivered to the secretary until the earlier of (i) five Business Days afterreceipt by the secretary of such purported request and (ii) such date as theindependent inspectors certify to the Corporation that the valid requests receivedby the secretary represent at least a majority of the issued and outstandingshares of stock that would be entitled to vote at such meeting.  Nothing contained in this paragraph (6)shall in any way be construed to suggest or imply that the Corporation or anystockholder 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 other than a Saturday, a Sunday or a day onwhich banking institutions in the State of California are authorized orobligated by law or executive order to close.

 

Section 4.               NOTICE.  Not less than ten nor more than 90 daysbefore each meeting of stockholders, the secretary shall give to eachstockholder entitled to vote at such meeting, and to each stockholder notentitled to vote who is entitled to notice of the meeting, written or printednotice stating the time and place of the meeting and, in the case of a specialmeeting or as otherwise may be required by any statute, the purpose for whichthe meeting is called, either by mail, or by presenting it to such stockholderpersonally or by leaving it at his residence or usual

 

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place of business or by anyother means permitted by Maryland General Corporation Law (“Maryland Law”). Ifmailed, such notice shall be deemed to be given when deposited in the UnitedStates mail addressed to the stockholder at his post office address as itappears on the records of the Corporation, with postage thereon prepaid.

 

Section 5.               SCOPE OF NOTICE.  Any business of the Corporation may betransacted at an annual meeting of stockholders without being specificallydesignated in the notice, except as otherwise set forth in Section 11 (a) ofthis Article II and except for such business as is required by any statute tobe stated in such notice. No business shall be transacted at a special meetingof stockholders except as specifically designated in the notice.

 

Section 6.               ORGANIZATION.  At every meeting of stockholders, 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, or a chairman chosen by the stockholdersentitled to cast a majority of the votes which all stockholders present inperson or by proxy are entitled to cast, shall act as chairman, and thesecretary, or, in his absence, an assistant secretary, or in the absence ofboth the secretary and assistant secretaries, a person appointed by thechairman shall act as secretary.  Theorder of business and all other matters of procedure at any meeting ofstockholders shall be determined by the chairman of the meeting.  The chairman of the meeting may prescribesuch rules, regulations and procedures and take such action as, in thediscretion of such chairman, are appropriate for the proper conduct of themeeting, including without limitation (a) restricting admission to the time setfor the commencement of the meeting; (b) limiting attendance at the meeting tostockholders of record of the Corporation, their duly authorized proxies orsuch other persons as the chairman of the meeting may determine; (c) limitingparticipation at the meeting on any matter to stockholders of record of theCorporation entitled to vote on such matter, their duly authorized proxies orsuch other persons as the chairman of the meeting may determine; (d) limitingthe time allotted to questions or comments by participants; (e) maintainingorder and security at the meeting; (f) removing any stockholder who refuses tocomply with meeting procedures, rules or guidelines as set forth by thechairman of the meeting; and (g) recessing or adjourning the meeting to a laterdate and time and place announced at the meeting.  Unless otherwise determined by the chairman of the meeting,meetings of stockholders shall not be required to be held in accordance withthe rules of parliamentary procedure.

 

Section 7.               QUORUM.  At any meeting of stockholders, the presencein person or by proxy of stockholders entitled to cast a majority of all thevotes entitled to be cast at such meeting shall constitute a quorum; but thissection shall not affect any requirement under any statute or the charter ofthe Corporation for the vote necessary for the adoption of any measure. If,however, such quorum shall not be present at any meeting of the stockholders,the chairman of the meeting or the stockholders entitled to vote at suchmeeting, present in person or by proxy, by a majority in voting power thereof,shall have the power to adjourn the meeting from time to time to a date notmore than 120 days after the original record date without notice other thanannouncement at the meeting. At such adjourned meeting at which a quorum shallbe present, any business may be transacted which might have been transacted atthe meeting as originally

 

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notified.  The stockholders present either in person orby proxy, at a meeting which has been duly called and convened, may continue totransact business until adjournment, not withstanding the withdrawal of enough stockholdersto leave less than a quorum.

 

Section 8.               VOTING.

 

(a)           Number of Votes Required.  A plurality of all votes cast at a meetingof stockholders duly called and at which a quorum is present shall besufficient to elect a director.  Eachshare may be voted for as many individuals as there are directors to be electedand for whose election the share is entitled to vote.  A majority of the votes cast at a meeting of stockholders dulycalled and at which a quorum is present shall be sufficient to approve anyother matter which may properly come before the meeting, unless more than amajority of the votes cast is required by statute, these Bylaws or by thecharter of the Corporation. Unless otherwise provided in the charter, eachoutstanding share, regardless of class, shall be entitled to one vote on eachmatter submitted to a vote at a meeting of stockholders.

 

(b)           Voting of Stock by Certain Holders.  Stock of the Corporation registered in thename of a corporation, partnership, trust or other entity, if entitled to bevoted, may be voted by an officer thereof, a general partner or trusteethereof, as the case may be, or a proxy appointed by any of the foregoingindividuals, unless some other person who has been appointed to vote such stockpursuant to a bylaw or a resolution of the governing body of such corporationor other entity or agreement of the partners of a partnership presents acertified copy of such bylaw, resolution or agreement, in which case suchperson may vote such stock. Any director or other fiduciary may vote stockregistered in his name as such fiduciary, either in person or by proxy.

 

Shares ofstock of the Corporation directly or indirectly owned by it shall not be votedat any meeting and shall not be counted in determining the total number ofoutstanding shares entitled to be voted at any given time, unless they are heldby it in a fiduciary capacity, in which case they may be voted and shall becounted in determining the total number of outstanding shares at any giventime.

 

The Board mayadopt by resolution a procedure by which a stockholder may certify in writingto the Corporation that any shares of stock registered in the name of thestockholder are held for the account of a specified person other than thestockholder. The resolution shall set forth the class of stockholders who maymake the certification, the purpose for which the certification may be made,the form of certification and the information to be contained in it; if thecertification is with respect to a record date, the time after the record datewithin which the certification must be received by the Corporation; and anyother provisions with respect to the procedure which the Board considersnecessary or desirable. On receipt of such certification, the person specified inthe certification shall be regarded as, for the purposes set forth in thecertification, the stockholder of record of the specified stock in place of thestockholder who makes the certification.

 

Section 9.               PROXIES.  A stockholder may vote the stock owned ofrecord by him, either in person or by proxy executed in writing by thestockholder or by his duly authorized attorney in fact in any manner permittedby law.  Such proxy or evidence ofauthorization of such

 

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proxy shall be filed with thesecretary of the Corporation before or at the time of the meeting. No proxyshall be valid after eleven months from the date of its execution, unlessotherwise provided in the proxy.

 

Section 10.             INSPECTORS.  At any meeting of stockholders, the chairmanof the meeting may appoint one or more persons as inspectors for such meeting.Such inspectors shall ascertain and report the number of shares represented atthe meeting based upon their determination of the validity and effect ofproxies, count all votes, report the results and perform such other acts as areproper to conduct the election and voting with impartiality and fairness to allthe stockholders.

 

Each report ofan inspector shall be in writing and signed by him or by a majority of them ifthere is more than one inspector acting at such meeting. If there is more thanone inspector, the report of a majority shall be the report of the inspectors.The report of the inspector or inspectors on the number of shares representedat the meeting and the results of the voting shall be primafacieevidence thereof.

 

Section 11.             NOMINATIONS AND STOCKHOLDERBUSINESS.

 

(a)           Annual Meetings of Stockholders.   (1)  Nominations of persons for election to the Board and the proposal ofbusiness to be considered by the stockholders may be made at an annual meetingof stockholders (i) pursuant to the Corporation’s notice of meeting, (ii) by orat the direction of the Board or (iii) by any stockholder of the Corporationwho was a stockholder of record both at the time of giving of notice providedfor in this Section 11 (a) and at the time of the annual meeting ofstockholders, who is entitled to vote at the meeting and who complied with thenotice procedures set forth in this Section 11 (a).

 

(2)           For nominations or other business tobe properly brought before an annual meeting by a stockholder pursuant toclause (iii) of paragraph (a)(1) of this Section 11, the stockholder must havegiven timely notice thereof in writing to the secretary of the Corporation. Tobe timely, a stockholder’s notice shall be delivered to the secretary at theprincipal executive office of the Corporation not less than 90 days nor morethan 120 days prior to the first anniversary of the date of mailing of the noticefor the preceding year’s annual meeting; provided, however, that in the eventthat the date of the mailing of the notice for the annual meeting is advancedby more than 30 days from such anniversary date, notice by the stockholder tobe timely must be so delivered not earlier than the 120th day priorto the date of mailing of the notice for such annual meeting and not later thanthe close of business on the later of the 90th day prior to the dateof mailing of the notice for such annual meeting or the tenth day following theday on which public announcement of the date of such meeting is firstmade.  In no event shall the publicannouncements of a postponement or adjournment of an annual meeting commence anew time period for the giving of a stockholder’s notice as described above.Such stockholder’s notice shall set forth (i) as to each person whom thestockholder proposes to nominate for election or reelection as a director (A)the name, age, business address and residence address of such person, (B) the classand number of shares of stock of the Corporation that are beneficially owned orowned of record by such person and (C) all other information relating to such person that is required to bedisclosed in solicitations of proxies for election of directors, or isotherwise

 

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required, in each case pursuantto Regulation 14A under the Exchange Act (including such person’s writtenconsent to being named in the proxy statement as a nominee and to serving as adirector if elected); (ii) as to any other business that the stockholderproposes to bring before the meeting, a brief description of the businessdesired to be brought before the meeting, the reasons for conducting suchbusiness at the meeting and any material interest in such business of suchstockholder (including any anticipated benefit to the stockholder therefrom)and of the beneficial owner, if any, on whose behalf the proposal is made; and(iii) as to the stockholder giving the notice and the beneficial owner, if any,on whose behalf the nomination or proposal is made, (x) the name and address ofsuch stockholder, as they appear on the Corporation’s stock ledger and currentname and address, if different, and of such beneficial owner and (y) the numberof shares of each class of stock of the Corporation which are ownedbeneficially and of record by such stockholder and such beneficial owner.

 

(3)           Notwithstanding anything in thesecond sentence of paragraph (a)(2) of this Section 11 to the contrary, in theevent that the number of directors to be elected to the Board is increased andthere is no public announcement naming all of the nominees for director orspecifying the size of the increased Board made by the Corporation at least 100days prior to the first anniversary of the date of mailing of the notice forthe preceding year’s annual meeting, a stockholder’s notice required by thisSection 11 (a) shall also be considered timely, but only with respect tonominees for any new positions created by such increase, if it shall bedelivered to the secretary at the principal executive offices of theCorporation not later than the close of business on the tenth day following theday on which such public announcement is first made by the Corporation.

 

(b)           Special Meetings of Stockholders.  Only such business shall be conducted at aspecial meeting of stockholders as shall have been brought before the meetingpursuant to the Corporation’s notice of meeting. Nominations of persons forelection to the Board may be made at a special meeting of stockholders at whichdirectors are to be elected (i) pursuant to the Corporation’s notice ofmeeting, (ii) by or at the direction of the Board or (iii) provided that theBoard has determined that directors shall be elected at such special meeting,by any stockholder of the Corporation who is a stockholder of record both atthe time of giving of notice provided for in this Section 11 (b) and at thetime of the special meeting, who is entitled to vote at the meeting and who compliedwith the notice procedures set forth in this Section 11 (b). In the event theCorporation calls a special meeting of stockholders for the purpose of electingone or more directors to the Board, any such stockholder may nominate a personor persons (as the case may be) for election to such position as specified inthe Corporation’s notice of meeting, if the stockholder’s notice containing theinformation required by paragraph (a)(2) of this Section 11 shall be deliveredto the secretary at the principal executive offices of the Corporation notearlier than the 120th day prior to such special meeting and notlater than the close of business on the later of the 90th day priorto such special meeting or the tenth day following the day on which publicannouncement is first made of the date of the special meeting and of thenominees proposed by the Board to be elected at such meeting.  In no event shall the public announcement ofa postponement or adjournment of a special meeting commence a new time periodfor the giving of a stockholder’s notice as described above.

 

(c)           General.   (1) Only such persons who are nominated in accordance with the

 

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procedures set forth in thisSection 11 shall be eligible to serve as directors and only such business shallbe conducted at a meeting of stockholders as shall have been brought before themeeting in accordance with the procedures set forth in this Section 11. Thepresiding officer of the meeting shall have the power and duty to determinewhether a nomination or any business proposed to be brought before the meetingwas made or proposed in accordance with the procedures set forth in thisSection 11 and, if any proposed nomination or business is not in compliancewith this Section 11, to declare that such defective nomination or proposal bedisregarded.

 

(2)           For purposes of this Section 11,(a) the “date of mailing of the notice” shall mean the date of the proxystatement for the solicitation of proxies for election of directors and(b) ”public announcement” shall mean disclosure in a press releasereported by the Dow Jones News Service, Associated Press or comparable newsservice or in a document publicly filed by the Corporation with the Securitiesand Exchange Commission pursuant to Section 13, 14 or 15(d) of the ExchangeAct.

 

(3)           Notwithstanding the foregoingprovisions of this Section 11, a stockholder shall also comply with allapplicable requirements of state law and of the Exchange Act and the rules andregulations thereunder with respect to the matters set forth in this Section11. Nothing in this Section 11 shall be deemed to affect any rights ofstockholders to request inclusion of proposals in, nor the right of theCorporation to omit a proposal from the Corporation’s proxy statement pursuantto Rule 14a-8 under the Exchange Act.

 

Section 12.             VOTING BY BALLOT.  Voting on any question or in any electionmay be viva voce unless the presiding officer shall order or anystockholder shall demand that voting be by ballot.

 

Section 13.             CONTROL SHARE ACQUISITION ACT.  Notwithstanding any other provision of thecharter of the Corporation or these Bylaws, Title 3, Subtitle 7 ofMaryland Law (or any successor statute) shall not apply to any acquisition byany person of shares of stock of the Corporation.  This section may be repealed, in whole or in part, at any time,whether before or after an acquisition of control shares and, upon such repeal,may, to the extent provided by any successor bylaw, apply to any prior orsubsequent control share acquisition

 

**ARTICLE III**

**DIRECTORS**

 

Section 1.               GENERAL POWERS.  The business and affairs of the Corporationshall be managed under the direction of its Board.

 

Section 2.               NUMBER AND TENURE.  At any regular meeting or at any specialmeeting called for that purpose, a majority of the entire Board may establish,increase or decrease the number of directors, provided that the number thereofshall never be less than the minimum number required by Maryland Law, nor morethan 15, and further provided that the tenure of office of a director shall notbe affected by any decrease in the number of directors.

 

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Section 3.               ANNUAL AND REGULAR MEETINGS.  An annual meeting of the Board shall be heldimmediately after and at the same place as the annual meeting of stockholders,no notice other than this Bylaw being necessary. The Board may provide, byresolution, the time and place, either within or without the State of Maryland,for the holding of regular meetings of the Board without other notice than suchresolution.

 

Section 4.               SPECIAL MEETINGS.  Special meetings of the Board may be calledby or at the request of the chairman of the board, president or by a majorityof the directors then in office. The person or persons authorized to callspecial meetings of the Board may fix any place, either within or without theState of Maryland, as the place for holding any special meeting of the Boardcalled by them.  The Board may provide,by resolution, the time and place for the holding of special meetings of theBoard without other notice than such resolution.

 

Section 5.               NOTICE.  Notice of any special meeting of the Boardshall be delivered personally or by telephone, electronic mail, facsimiletransmission, United States mail or courier to each director at his business orresidence address. Notice by personal delivery, by telephone, electronic mailor a facsimile transmission shall be given at least 24 hours prior to themeeting. Notice by mail shall be given at least three days prior to the meetingand shall be deemed to be given when deposited in the United States mailproperly addressed, with postage thereon prepaid.  Notice by courier shall be at least two days prior to the meetingand shall be deemed to be given when deposited with or delivered to a courierproperly addressed. Telephone notice shall be deemed to be given when thedirector or his or her agent is personally given such notice in a telephonecall to which he is a party. Electronic mail notice shall be deemed to be givenupon transmission of the message to the electronic mail address given to theCorporation by the director. Facsimile transmission notice shall be deemed tobe given upon completion of the transmission of the message to the number givento the Corporation by the director and receipt of a completed answer-backindicating receipt. Neither the business to be transacted at, nor the purposeof, any annual, regular or special meeting of the Board need be stated in thenotice, unless specifically required by statute or these Bylaws.

 

Section 6.               QUORUM.  A majority of the directors shall constitutea quorum for transaction of business at any meeting of the Board, providedthat, if less than a majority of such directors are present at said meeting, amajority of the directors present may adjourn the meeting from time to timewithout further notice, and provided further that if, pursuant to the charterof the Corporation or these Bylaws, the vote of a majority of a particulargroup of directors is required for action, a quorum must also include amajority of such group.

 

The directorspresent at a meeting which has been duly called and convened may continue totransact business until adjournment, notwithstanding the withdrawal of enoughdirectors to leave less than a quorum.

 

Section 7.               VOTING.  The action of the majority of the directorspresent at a meeting at which a quorum is present shall be the action of theBoard, unless the concurrence of a greater or different proportion or aparticular group of directors is required for such action by the charter of theCorporation or applicable statute.  Ifenough directors have withdrawn from a meeting to

 

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leave less than a quorum butthe meeting is not adjourned, the action of the majority of directors stillpresent at such meeting shall be the action of the Board, unless theconcurrence of a greater or different proportion of a particular group ofdirectors is required for such action under the charter of the Corporation orapplicable statute.

 

Section 8.               ORGANIZATION.  At each meeting of the Board, the chairmanof the board or, in the absence of the chairman, the vice chairman of theboard, if any, shall act as chairman. In the absence of both the chairman and vice chairman of the board, thechief executive officer or in the absence of the chief executive officer, thepresident or in the absence of the president, a director chosen by a majorityof the directors present, shall act as chairman.  The secretary or, in his or her absence, an assistant secretaryof the Corporation, or in the absence of the secretary and all assistantsecretaries, a person appointed by the chairman, shall act as secretary of themeeting.

 

Section 9.               TELEPHONE MEETINGS.  Directors 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 10.             INFORMAL ACTION BY DIRECTORS.  Any action required or permitted to be takenat any meeting of the Board may be taken without a meeting, if a consent inwriting to such action is signed by each director and such written consent isfiled with the minutes of proceedings of the Board.

 

Section 11.             VACANCIES.  If for any reason any or all the directorscease to be directors, such event shall not terminate the Corporation or affectthese Bylaws or the powers of the remaining directors hereunder (even if fewerthan three directors remain). Any vacancy on the Board for any cause other thanan increase in the number of directors shall be filled by a majority of theremaining directors, even if such majority is less than a quorum. Any vacancyin the number of directors created by an increase in the number of directorsmay be filled by a majority vote of the entire Board. Any individual so electedas director shall hold office until the next annual meeting of stockholders anduntil his successor is elected and qualifies.

 

Section 12.             COMPENSATION.  Directors shall not receive any statedsalary for their services as directors but, by resolution of the Board, mayreceive compensation per year and/or per meeting and/or per visit to real propertyor other facilities owned or leased by the Corporation and for any service oractivity they performed or engaged in as directors. Directors may be reimbursedfor expenses of attendance, if any, at each annual, regular or special meetingof the Board or of any committee thereof and for their expenses, if any, inconnection with each property visit and any other service or activity theyperformed or engaged in as directors; but nothing herein contained shall beconstrued to preclude any directors from serving the Corporation in any othercapacity and receiving compensation therefor.

 

Section 13.             LOSS OF DEPOSITS.  No director 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 stock have beendeposited.

 

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Section 14.             SURETY BONDS.  Unless required by law, no director shall beobligated to give any bond or surety or other security for the performance ofany of his duties.

 

Section 15.             RELIANCE.  Each director, officer, employee and agentof the Corporation shall, in the performance of his duties with respect to theCorporation, be fully justified and protected with regard to any act or failureto act in reliance in good faith upon the books of account or other records ofthe Corporation, upon an opinion of counsel or upon reports made to theCorporation by any of its officers or employees or by the accountants,appraisers or other experts or consultants selected by the Board or officers ofthe Corporation, regardless of whether such counsel or expert may also be adirector.

** **

**ARTICLEIV**

**COMMITTEES**

 

Section 1.               NUMBER, TENURE ANDQUALIFICATIONS.  The Board mayappoint from among its members an Executive Committee, an Audit Committee andother committees, composed of one or more directors, to serve at the pleasureof the Board.

 

Section 2.               POWERS.  The Board may delegate to committeesappointed under Section 1 of this Article IV any of the powers of the Board,except as prohibited by law or the provisions of the charter of theCorporation.

 

Section 3.               MEETINGS.  Notice of committee meetings shall be givenin the same manner as notice for special meetings of the Board. A majority ofthe members of the committee shall constitute a quorum for the transaction ofbusiness at any meeting of the committee. The act of a majority of thecommittee members present at a meeting shall be the act of such committee. TheBoard may designate a chairman of any committee, and such chairman, or in theabsence of a chairman, any two members of any committee (if there are at leasttwo members of the Committee) may fix the time and place of its meeting unlessthe Board shall otherwise provide. In the absence of any member of any suchcommittee, the members thereof present at any meeting, whether or not theyconstitute a quorum, may appoint another director to act in the place of suchabsent member. Each committee shall keep minutes of its proceedings.

 

Section 4.               TELEPHONE MEETINGS.  Members of a committee of the Board mayparticipate in a meeting by means of a conference telephone or similarcommunications equipment if all persons participating in the meeting can heareach other at the same time. Participation in a meeting by these means shallconstitute presence in person at the meeting.

 

Section 5.               INFORMAL ACTION BY COMMITTEE.  Any action required or permitted to be takenat any meeting of a committee of the Board may be taken without a meeting, if aconsent in writing to such action is signed by each member of the committee andsuch written consent is filed with the minutes of proceedings of suchcommittee.

 

Section 6.               VACANCIES.  Subject to the provisions hereof, the Boardshall have the power at any time to change the membership of any committee, tofill all vacancies, to designate alternate members to replace any absent ordisqualified member or to dissolve any such committee.

 

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**ARTICLEV**

**OFFICERS**

 

Section 1.               GENERAL PROVISIONS.  The officers of the Corporation shallinclude a chief executive officer, a president, a secretary and a treasurer andmay include a chairman of the board, a vice chairman of the board, one or morevice presidents, a chief operating officer, a chief financial officer, one ormore assistant secretaries and one or more assistant treasurers. In addition,the Board may from time to time appoint such other officers with such powersand duties as they shall deem necessary or desirable. The officers of theCorporation shall be elected annually by the Board at the meeting of the Boardheld after each annual meeting of stockholders, except that the chief executiveofficer or president may appoint one or more vice presidents, assistantsecretaries and assistant treasurers or other officers. 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 its discretion, the Boardmay leave unfilled any office except that of president, treasurer andsecretary. Election of an officer or agent shall not of itself create contractrights between the Corporation and such officer or agent.

 

Section 2.               REMOVAL AND RESIGNATION.  Any officer or agent of the Corporation maybe removed, with or without cause, by the Board if in its judgment the bestinterests of the Corporation would be served thereby, but such removal shall bewithout prejudice to the contract rights, if any, of the person soremoved.  Any officer of the Corporationmay resign at any time by giving written notice of his resignation to theBoard, the chairman of the board, the president or the secretary.  Any resignation shall take effect at anytime subsequent to the time specified therein or, if the time when it shallbecome effective is not specified therein, immediately upon its receipt. Theacceptance of a resignation shall not be necessary to make it effective unlessotherwise stated in the resignation. Such resignation shall be withoutprejudice to the contract rights, if any, of the Corporation.

 

Section 3.               VACANCIES.  A vacancy in any office may be filled by theBoard for the balance of the term.

 

Section 4.               CHIEF EXECUTIVE OFFICER.  The Board may designate a chief executiveofficer. In the absence of such designation, the chairman of the board shall bethe chief executive officer of the Corporation. The chief executive officershall have general responsibility for implementation of the policies of theCorporation, as determined by the Board, and for the management of the businessand affairs of the Corporation.

 

Section 5.               CHIEF OPERATING OFFICER.  The Board may designate a chief operatingofficer. The chief operating officer shall have the responsibilities and dutiesas set forth by the Board or the chief executive officer.

 

Section 6.               CHIEF FINANCIAL OFFICER.  The Board may designate a chief financialofficer. The chief financial officer shall have the responsibilities and dutiesas set forth by the Board or the chief executive officer.

 

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Section 7.               CHAIRMAN OF THE BOARD.  The Board shall designate a chairman of theboard. The chairman of the board shall preside over the meetings of the Boardand of the stockholders at which he shall be present. The chairman of the boardshall perform such other duties as may be assigned to him by the Board.

 

Section 8.               PRESIDENT.  The president or chief executive officer, asthe case may be, shall, in general, supervise and control all of the businessand affairs of the Corporation. In the absence of a designation of a chiefoperating officer by the Board, the president shall be the chief operatingofficer. He may execute any deed, mortgage, bond, contract or other instrument,except in cases where the execution thereof shall be expressly delegated by theBoard or by these Bylaws to some other officer or agent of the Corporation orshall be required by law to be otherwise executed; and in general shall performall duties incident to the office of president and such other duties as may beprescribed by the Board from time to time.

 

Section 9.               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 at thetime of their election or, in the absence of any designation, then in the orderof their election) shall perform the duties of the president and when so actingshall have all the powers of and be subject to all the restrictions upon thepresident; and shall perform such other duties as from time to time may beassigned to him by the president or by the Board. The Board may designate oneor more vice presidents as executive vice president or as vice president forparticular areas of responsibility.

 

Section 10.             SECRETARY.  The secretary shall (a) keep the minutes ofthe proceedings of the stockholders, the Board and committees of the Board 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 corporate records and of the seal of the Corporation;(d) keep a register of the post office address of each stockholder which shallbe furnished to the secretary by such stockholder; (e) have general charge ofthe share transfer books of the Corporation; and (f) in general, perform suchother duties as from time to time may be assigned to him by the chief executiveofficer, the president or by the Board.

 

Section 11.             TREASURER.  The treasurer shall have the custody of thefunds and securities of the Corporation and shall keep full and accurateaccounts of receipts and disbursements in books belonging to the Corporationand shall deposit all moneys and other valuable effects in the name and to thecredit of the Corporation in such depositories as may be designated by theBoard. In the absence of a designation of a chief financial officer by theBoard, the treasurer shall be the chief financial officer of the Corporation.

 

The treasurershall disburse the funds of the Corporation as may be ordered by the Board,taking proper vouchers for such disbursements, and shall render to thepresident and Board, at the regular meetings of the Board or whenever it may sorequire, an account of all his transactions as treasurer and of the financialcondition of the Corporation.

 

If required bythe Board, the treasurer shall give the Corporation a bond in such sum and withsuch surety or sureties as shall be satisfactory to the Board for the faithfulperformance of the duties of his office and for the restoration to theCorporation, in case of his death, resignation,

 

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retirement or removal fromoffice, of all books, papers, vouchers, moneys and other property of whateverkind in his possession or under his control belonging to the Corporation.

 

Section 12.             ASSISTANT SECRETARIES ANDASSISTANT 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 president or the Board. The assistant treasurers shall, if required by theBoard, give bonds for the faithful performance of their duties in such sums andwith such surety or sureties as shall be satisfactory to the Board.

** **

Section 13              SALARIES.  The salaries and other compensation of theofficers shall be fixed from time to time by the Board and no officer shall beprevented from receiving such salary or other compensation by reason of the factthat he is also a director.

 

**ARTICLE VI**

**CONTRACTS, LOANS, CHECKS AND DEPOSITS**

 

Section 1.               CONTRACTS.  The Board may authorize any officer or agentto enter into any contract or to execute and deliver any instrument in the nameof and on behalf of the Corporation and such authority may be general orconfined to specific instances. Any agreement, deed, mortgage, lease or otherdocument shall be valid and binding upon the Board and upon the Corporationwhen authorized or ratified by action of the Board and executed by anauthorized person.

 

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 Corporation shall be signed by such officer or agent of the Corporationin such manner as shall from time to time be determined by the Board.

 

Section 3.               DEPOSITS.  All funds of the Corporation not otherwiseemployed shall be deposited from time to time to the credit of the Corporationin such banks, trust companies or other depositories as the Board maydesignate.

 

**ARTICLEVII**

**STOCK**

 

Section 1.               CERTIFICATES.  Except as otherwise provided in theseBylaws, this section shall not be interpreted to limit the authority of theBoard to issue some or all of the shares of any or all of its classes or serieswithout certificates.  Each stockholder,upon written request to the secretary of the Corporation, shall be entitled toa certificate or certificates which shall represent and certify the number ofshares of each class of stock held by him in the Corporation. Each certificateshall be signed by the chairman of the board, the president or a vice presidentand countersigned by the secretary or an assistant secretary or the treasureror an assistant treasurer and may be sealed with the seal, if any, of theCorporation. The signatures may be either manual or facsimile. Certificatesshall be consecutively numbered; and if the Corporation shall, from time totime, issue several classes of stock, each class may have its own

 

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number series. A certificate isvalid and may be issued whether or not an officer who signed it is still anofficer when it is issued. Each certificate representing shares which arerestricted as to their transferability or voting powers, which are preferred orlimited as to their dividends or as to their allocable portion of the assetsupon liquidation or which are redeemable at the option of the Corporation,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 certificates may state that theCorporation will furnish a full statement of such information to anystockholder upon request and without charge. If the Corporation has authorityto issue stock of more than one class, the certificate shall contain on theface or back a full statement or summary of the designations and anypreferences, conversion and other rights, voting powers, restrictions,limitations as to dividends and other distributions, qualifications and termsand conditions of redemption of each class of stock and, if the Corporation isauthorized to issue any preferred or special class in series, the differencesin the relative rights and preferences between the shares of each series to theextent they have been set and the authority of the Board to set the relativerights and preferences of subsequent series. In lieu of such statement orsummary, the certificate may state that the Corporation will furnish a fullstatement of such information to any stockholder upon request and withoutcharge. If any class of stock is restricted by the Corporation as totransferability, the certificate shall contain a full statement of therestriction or state that the Corporation will furnish information about therestrictions to the stockholder on request and without charge.

 

Section 2.               TRANSFERS.  Upon surrender to the Corporation or thetransfer agent of the Corporation of a stock certificate duly endorsed oraccompanied by proper evidence of succession, assignment or authority totransfer, and compliance with any contractual or statutory requirements, theCorporation shall issue a new certificate to the person entitled thereto,cancel the old certificate and record the transaction upon its books.

 

TheCorporation shall be entitled to treat the holder of record of any share ofstock as the holder in fact thereof and, accordingly, shall not be bound torecognize any equitable or other claim to, or interest in, such share or on thepart of any other person, whether or not it shall have express or other noticethereof, except as otherwise provided by Maryland law.

 

Notwithstandingthe foregoing, transfers of shares of any class of stock will be subject in allrespects to the charter of the Corporation and all of the terms and conditionscontained therein.

 

Section 3.               REPLACEMENT CERTIFICATE.  Any officer designated by the Board maydirect a new certificate to be issued in place of any certificate previouslyissued by the Corporation alleged to have been lost, stolen or destroyed uponthe making of an affidavit of that fact by the person claiming the certificateto be lost, stolen or destroyed. When authorizing the issuance of a new certificate,an officer designated by the Board may, in his discretion and as a conditionprecedent to the issuance thereof, require the owner of such lost, stolen ordestroyed certificate or the owner’s legal representative to advertise the samein such manner as he shall require and/or to give bond, with sufficient surety,to the Corporation to indemnify it against any loss or claim which may arise asa result of the issuance of a new certificate.

 

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Section 4.               FIXING OF RECORD DATE.  The Board may set, in advance, a record datefor the purpose of determining stockholders entitled to notice of or to vote atany meeting of stockholders or determining stockholders entitled to receivepayment of any dividend or the allotment of any other rights, or in order tomake a determination of stockholders for any other proper purpose. Such date,in any case, shall not be prior to the close of business on the day the recorddate is fixed and shall be not more than 90 days and, in the case of a meetingof stockholders, not less than ten days, before the date on which the meetingor particular action requiring such determination of stockholders of record isto be held or taken.

 

If no recorddate is fixed, (a) the record date for the determination of stockholdersentitled to notice of or to vote at a meeting of stockholders shall be at theclose of business on the day on which the notice of meeting is mailed or the 30thday before the meeting, whichever is the closer date to the meeting; and (b)the record date for the determination of stockholders entitled to receivepayment of a dividend or an allotment of any other rights shall be the close ofbusiness on the day on which the resolution of the directors, declaring the dividendor allotment of rights, is adopted.

 

When adetermination of stockholders entitled to vote at any meeting of stockholdershas been made as provided in this section, such determination shall apply toany adjournment thereof, except when the meeting is adjourned to a date morethan 120 days after the record date fixed for the original meeting, in whichcase a new record date shall be determined as set forth herein.

 

Section 5.               STOCK LEDGER.  The Corporation shall maintain at itsprincipal office or at the office of its counsel, accountants or transferagent, an original or duplicate share ledger containing the name and address ofeach stockholder and the number of shares of each class held by suchstockholder.  The stock transfer booksshall not be closed for any purpose.

 

Section 6.               FRACTIONAL STOCK: ISSUANCE OFUNITS.  The Board may issuefractional stock or provide for the issuance of scrip, all on such terms andunder such conditions as they may determine. Notwithstanding any otherprovision of the charter or these Bylaws, the Board may issue units consistingof different securities of the Corporation. Any security issued in a unit shallhave the same characteristics as any identical securities issued by theCorporation, except that the Board may provide that for a specified periodsecurities of the Corporation issued in such unit may be transferred on thebooks of the Corporation only in such unit.

 

**ARTICLEVIII**

**ACCOUNTINGYEAR**

 

The Boardshall have the power, from time to time, to fix the fiscal year of theCorporation by a duly adopted resolution.

 

**ARTICLEIX**

**DISTRIBUTIONS**

 

Section 1.               AUTHORIZATION.  Dividends and other distributions upon thestock of the Corporation may be authorized and declared by the Board, subjectto the provisions of law and the charter of the Corporation. Dividends andother distributions may be paid in cash,

 

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property or stock of theCorporation, subject to the provisions of law and the charter.

 

Section 2.               CONTINGENCIES. Beforepayment of any dividends or other distributions, there may be set aside out ofany assets of the Corporation available for dividends or other distributionssuch sum or sums as the Board may from time to time, in its absolutediscretion, think proper as a reserve fund for contingencies, for equalizingdividends or other distributions, for repairing or maintaining any property ofthe Corporation or for such other purpose as the Board shall determine to be inthe best interest of the Corporation, and the Board may modify or abolish anysuch reserve in the manner in which it was created.

 

**ARTICLEX**

**INVESTMENTPOLICY**

 

Subject to theprovisions of the charter of the Corporation, the Board may from time to timeadopt, amend, revise or terminate any policy or policies with respect toinvestments by the Corporation as it shall deem appropriate in its solediscretion.

 

**ARTICLEXI**

**SEAL**

 

Section 1.               SEAL.  The Board may authorize the adoption of aseal by the Corporation. The seal shall contain the name of the Corporation andthe year of its incorporation and the words “Incorporated Maryland. “ The Boardmay authorize one or more duplicate seals and provide for the custody thereof.

 

Section 2**.              **AFFIXINGSEAL.  Whenever the Corporation ispermitted or required to affix its seal to a document, it shall be sufficientto meet the requirements of any law, rule or regulation relating to a seal toplace the word “(SEAL)” adjacent to the signature of the person authorized toexecute the document on behalf of the Corporation.

 

**ARTICLEXII**

**INDEMNIFICATIONAND ADVANCE OF EXPENSES**

 

To the maximumextent permitted by Maryland Law in effect from time to time, the Corporationshall indemnify and, without requiring a preliminary determination of theultimate entitlement to indemnification, shall pay or reimburse reasonableexpenses in advance of final disposition of a proceeding to (a) any individualwho is a present or former director or officer of the Corporation and who ismade a party to the proceeding by reason of his service in that capacity, or(b) any individual who, while a director of the Corporation and at the requestof the Corporation, serves or has served another corporation, real estateinvestment trust, partnership, joint venture, trust, employee benefit plan orother enterprise and who is made a party to the proceeding by reason of hisservice in that capacity. The Corporation may, with the approval of its Board,provide such indemnification and advance for expenses to a person who served apredecessor of the Corporation in any of the capacities described in (a) or (b)above and to any employee or agent of the Corporation or a predecessor of theCorporation.

 

Neither theamendment nor repeal of this Article, nor the adoption or amendment of any

 

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other provision of the Bylawsor charter of the Corporation inconsistent with this Article, shall apply to oraffect in any respect the applicability of the preceding paragraph with respectto any act or failure to act which occurred prior to such amendment, repeal oradoption.

 

**ARTICLEXIII**

**WAIVEROF NOTICE**

 

Whenever anynotice is required to be given pursuant to the charter of the Corporation orthese Bylaws or pursuant to applicable law, a waiver thereof in writing, signedby the person or persons entitled to such notice, whether before or after thetime stated therein, shall be deemed equivalent to the giving of such notice.Neither the business to be transacted at, nor the purpose of, any meeting needbe set forth in the waiver of notice, unless specifically required by statute.The attendance of any person at any meeting shall constitute a waiver of noticeof such meeting, except where such person attends a meeting for the expresspurpose of objecting to the transaction of any business on the ground that themeeting is not lawfully called or convened.

 

**ARTICLEXIV**

**AMENDMENT OF BYLAWS**

 

The Boardshall have the power to adopt, alter or repeal any provision of these Bylawsand to make new Bylaws. In addition, any provision of these Bylaws may beadopted, altered or repealed by the affirmative vote of the stockholders of atleast a majority of the votes entitled to be cast.

 

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