<PAGE>
 
                                                                    Exhibit 4.11



                          Board Resolution Pursuant to
                          Section 301 of the Indenture
                          ----------------------------


  Pursuant to Section 301 of the Indenture dated as of November 16, 1998 (the
"Indenture") between Security Capital Group Incorporated (the "Company") and
State Street Bank and Trust Company (the "Trustee"), the undersigned on behalf
of the Company and in their respective capacities indicated, hereby certify that
we have examined resolutions duly adopted at a meeting of the Board of Directors
of the Company on September 23, 1998. Acting pursuant to such Board resolutions,
the undersigned hereby establish a series of Securities (the "Notes") by means
of this Board Resolution, in accordance with the provisions of Section 301 of
the Indenture:

1.  The Company desires, for its corporate purposes, to create and issue from
time to time under and in accordance with the provisions of the Indenture, up to
$200 million principal amount of Securities to be known as its Medium-Term
Notes, Series A (the "Medium-Term Notes") and to add to the covenants of the
Company contained in the Indenture for the benefit of the Holders of the Medium-
Term Notes.

1.  The maximum aggregate principal amount of the Notes which may be
authenticated and delivered under the Indenture (except for Notes authenticated
and delivered upon registration of, transfer of, or in exchange for, or in lieu
of, other Notes pursuant to Section 304, 305, 306, 906, 1107 or 1405 of the
Indenture and except for any Notes which pursuant to Section 303 are deemed
never to have been authenticated and delivered) is $200 million.

1.  Solely for the benefit of the Holders of the Notes, the following shall be
additions to the

          (1) covenants set forth in Article Ten of the Indenture:

               SECTION 1012. Limitations on Indebtedness. The Company will not,
          and will not permit any of its Wholly Owned Subsidiaries to, directly
          or indirectly, Incur any Indebtedness (including Acquired
          Indebtedness), if, immediately after such Indebtedness is Incurred (i)
          the total aggregate Indebtedness of the Company and its Wholly Owned
          Subsidiaries exceeds 50% of the Adjusted Total Assets of the Company
          and its Wholly Owned Subsidiaries; or (ii) the Fixed Charge Coverage
          Ratio for the Company and its Wholly Owned Subsidiaries for the most
          recently ended four fiscal quarters for which internal financial
          statements are available immediately preceding the date on which such
          additional Indebtedness is Incurred would have been less than 1.5 to
          1.0, determined on a pro forma basis as if such Indebtedness had been
          incurred on the first day of such four-quarter period.

               SECTION 1013. Required Minimum Consolidated Tangible Net Worth.
          The Company will not at any time permit its Consolidated Tangible Net
          Worth to be less than $1,500,000,000. 

<PAGE>
 
               SECTION 1014. Limitations on Liens. The Company will not, and
          will not permit any of its Subsidiaries to, directly or indirectly,
          create, incur, assume or suffer to exist any Lien (other than
          Permitted Liens) which secures obligations under any Indebtedness of
          the Company or any of its Wholly Owned Subsidiaries on any asset now
          owned or hereafter acquired by the Company or any of its Subsidiaries,
          or any income or profits therefrom, or assign or convey any right to
          receive income therefrom.

               SECTION 1015. Restrictions on Lines of Business. The Company will
          not, and will not permit any of its Subsidiaries to, make Investments
          in any business other than the business conducted by the Company and
          its Subsidiaries on the Issue Date and any other business related to,
          or servicing, the real estate industry unless the aggregate amount of
          such Investments is less than 10% of the Consolidated Assets of the
          Company.

          (2) definitions set forth in Article One of the Indenture
          
               "Acquired Indebtedness" means, with respect to any specified
          Person, (i) Indebtedness of any other Person existing at the time such
          other Person is merged with or into such specified Person, including,
          without limitation, Indebtedness incurred in connection with, or in
          contemplation of, such other Person merging with or into such
          specified Person, and (ii) Indebtedness secured by a Lien encumbering
          any asset acquired by such specified Person.

               "Adjusted Fixed Charges" means, with respect to any Person for
          any period, the sum, without duplication, of the total amount of
          accrued or paid interest (including, without limitation, interest
          expense attributable to Capitalized Lease Obligations, but excluding
          amortization of original issue discount on any Indebtedness, the
          interest portion of any deferred payment obligation and non-cash
          interest which is payable in kind with additional Indebtedness and
          dividend payments on any series of Disqualified Stock) with regard to
          Indebtedness of such Person and its Wholly Owned Subsidiaries for such
          period.

               "Adjusted Net Income" means, with respect to any Person for any
          period, the aggregate Net Income of such Person for such period,
          provided that (i) amortization of original issue discount on any
          Indebtedness shall be excluded; (ii) the Net Income of any Person
          which is not a Wholly Owned Subsidiary or which is accounted for by
          the equity method of accounting shall be included only to the extent
          of the amount of dividends or other distributions paid in cash to such
          Person; (iii) the Net Income attributable to any Person shall be
          excluded to the extent that the declaration or payment of dividends or
          similar distributions by that Person to the Company is not at the date
          of determination permitted by operation of the terms of its charter or
          any agreement, instrument, judgment, decree, order, statute, rule or
          governmental regulation applicable to that Person or its shareholders;
          and (iv) the cumulative effect of any change in accounting principles
          shall be excluded.
<PAGE>
 
               "Adjusted Total Assets" means, with respect to any Person as of
          any date, the sum, without duplication, of (i) such Person's cash,
          (ii) the Market Value of Publicly Traded Securities owned by such
          Person and (iii) the net book value of all other assets of such
          Person.

               "Capital Lease Obligation" means, at the time any determination
          thereof is to be made, the amount of the liability in respect of a
          capital lease which would at such time be required to be capitalized
          on a balance sheet in accordance with GAAP.

               "Capital Management Clients" means a Person for whom the Company
          or any Subsidiary provides investment management or investment
          advisory services pursuant to any contract or agreement or series of
          contracts or agreements.

               "Capital Management Fees" means, with respect to any Person and
          for any period, fees accrued to such Person from such Person's Capital
          Management Clients calculated in relation to the assets under
          management for each such Client; provided that neither performance
          fees nor fees (or any portion thereof) which ultimately inure to the
          benefit of a third party shall be included in the calculation of the
          Capital Management Fees.

               "Capital Market Clients" means a Person for whom the Company or
          any Subsidiary provides investment banking, placement agent,
          underwriting, financial or strategic consulting, or similar services.

               "Capital Market Fees" means, with respect to any Person and for
          any period, fees accrued to such Person from such Person's Capital
          Market Clients for services provided; provided that neither
          performance fees nor fees (or any portion thereof) which ultimately
          inure to the benefit of a third party shall be included in the
          calculation of the Capital Market Fees.

               "Capital Stock" means (i) in the case of a corporation, corporate
          stock, (ii) in the case of an association or business entity, any and
          all shares, interests, participations, rights or other equivalents
          (however designated) of corporate stock, (iii) in the case of a
          partnership, partnership interests (whether general or limited) and
          (iv) any other interest or participation which confers on a Person the
          right to receive a share of the profits and losses of, or
          distributions of assets of, the issuing Person.

               "Cash Flow" means, with respect to any Person for any period, the
          Adjusted Net Income of such Person for such period plus (i) provisions
          for taxes based on income or profits of such Person for such period,
          to the extent such provisions for taxes were included in computing
          Adjusted Net Income, plus (ii) Adjusted Fixed Charges of such Person
          for such period, to the extent such Adjusted Fixed Charges were
          deducted in computing Adjusted Net Income, plus (iii) depreciation and
          amortization of such Person for such period, to the extent that such
          charges were deducted in computing Adjusted Net Income.
<PAGE>
 
               "Consolidated Assets" means, with respect to any Person at any
          date, the consolidated assets of such Person at such date determined
          in accordance with GAAP.

               "Consolidated Subsidiary" means, with respect to any Person, at
          any date, any Subsidiary the accounts of which would be consolidated
          with those of such Person in its consolidated financial statements in
          accordance with GAAP if such statements were prepared as of such date.

               "Consolidated Tangible Net Worth" means, with respect to any
          Person as of any date, the consolidated stockholders' equity of such
          Person and its Consolidated Subsidiaries less their consolidated
          Intangible Assets (to the extent reflected in determining consolidated
          stockholders' equity), and excluding the cumulative effect of any
          change in accounting principles.

               "Disqualified Stock" means Capital Stock which, by its terms (or
          by the terms of any security into which it is convertible or for which
          it is exchangeable), or upon the happening of any event, matures or is
          mandatorily redeemable, pursuant to a sinking fund obligation or
          otherwise, or redeemable at the option of the holder thereof, in whole
          or in part, on or prior to the date on which the Securities of the
          relevant series mature.

               "Equity Interests" means Capital Stock and all warrants, options
          or other rights to acquire Capital Stock (but excluding any debt
          security which is convertible into, or exchangeable for, Capital
          Stock).

               "Fixed Charge Coverage Ratio" means, with respect to any Person
          for any period, the ratio of the Cash Flow of such Person for such
          period to the Adjusted Fixed Charges of such Person for such period.
          If a Person Incurs or redeems any Indebtedness (other than revolving
          credit borrowings) during or after the period for which the Fixed
          Charge Coverage Ratio is being calculated, but prior to the date on
          which the event for which the calculation of the Fixed Charge Coverage
          Ratio is made (the "Calculation Date"), then the Fixed Charge Coverage
          Ratio shall be calculated giving pro forma effect to such Incurrence
          or redemption, as if the same had occurred on the first day of such
          period. In addition, for purposes of making the computation referred
          to above, (i) acquisitions which have been made by the Person,
          including through mergers or consolidations and including any related
          financing transactions, during or after the period, but prior to the
          Calculation Date shall be deemed to have occurred on the first day of
          the period for which the Fixed Charge Coverage Ratio is being
          calculated, (ii) the Cash Flow attributable to discontinued
          operations, as determined in accordance with GAAP, and operations or
          businesses disposed of prior to the Calculation Date, shall be
          excluded, (iii) the interest expense attributable to any Indebtedness
          (whether existing or being Incurred) bearing a floating interest rate
          shall be computed as if the rate in effect on the Calculation Date had
          been the applicable rate for the entire period, and (iv) the Adjusted
          Fixed Charges attributable to discontinued operations, as determined
          in accordance with GAAP, and operations or businesses disposed of
          prior to the Calculation Date, shall be excluded, but only to the
          extent that the obligations
<PAGE>
 
          giving rise to such Adjusted Fixed Charges will not be obligations of
          the Person following the Calculation Date.

               "Guarantee" means a guarantee (other than by endorsement of
          negotiable instruments for collection in the ordinary course of
          business), direct or indirect, in any manner (including, without
          limitation, letters of credit and reimbursement agreements in respect
          thereof), of all or any part of any Indebtedness.

               "Incurs" (including, with correlative meanings, the term
          "Incurrence") means, with respect to any Indebtedness, create, incur,
          issue, assume, guarantee or otherwise become directly or indirectly
          liable, contingently or otherwise, with respect to such Indebtedness
          (including Acquired Indebtedness).

               "Indebtedness" means, with respect to any Person at any date of
          determination (without duplication), (i) all indebtedness of such
          Person for borrowed money, (ii) all obligations of such Person
          evidenced by bonds, debentures, notes or other similar instruments,
          (iii) all obligations of such Person in respect of letters of credit
          or bankers' acceptance or other similar instruments (or reimbursement
          obligations with respect thereto), (iv) all obligations of such Person
          to pay the deferred purchase price of property or services, except
          Trade Payables, (v) all obligations of such Person as lessee under
          Capital Lease Obligations, (vi) all Indebtedness of others secured by
          a Lien on any asset of such Person, whether or not such Indebtedness
          is assumed by such Person; provided that, for purposes of determining
          the amount of any Indebtedness of the type described in this clause,
          if recourse with respect to such Indebtedness is limited to such
          asset, the amount of such Indebtedness shall be limited to the lesser
          of the fair market value of such asset or the amount of such
          Indebtedness, (vii) all Indebtedness of others Guaranteed by such
          Person to the extent such Indebtedness is Guaranteed by such Person,
          (viii) all Disqualified Stock valued at the greater of its voluntary
          or involuntary liquidation preference plus accrued and unpaid
          dividends and (ix) to the extent not otherwise included in this
          definition, all obligations of such Person under Hedging Obligations.

               "Intangible Assets" means, with respect to any Person, the
          intangible assets of that Person determined in accordance with GAAP.

               "Investments" means, with respect to any Person, all investments
          by such Person in other Persons (including Affiliates) in the forms of
          direct or indirect loans (including Guarantees of Indebtedness or
          other obligations), advances or capital contributions, purchases or
          other acquisitions for consideration of Indebtedness, Equity Interests
          or other securities and all other items which are or would be
          classified as investments on a balance sheet prepared in accordance
          with GAAP.

               "Issue Date" means the original issue date of the Securities.

               "Lien" means, with respect to any asset, any mortgage, lien,
          pledge, charge, security interest or encumbrance of any kind in
          respect of such asset
<PAGE>
 
          given to secure Indebtedness, whether or not filed, recorded or
          otherwise perfected under applicable law (including any conditional
          sale or other title retention agreement, any lease in the nature
          thereof, any option or other agreement to sell or give a security
          interest in and any filing of or agreement to give any financing
          statement under the Uniform Commercial Code (or equivalent statutes)
          of any jurisdiction with respect to any such lien, pledge, charge or
          security interest).

               "Market Value" means, with respect to a Publicly Traded Security
          and on the date of determination thereof, (i) if such Publicly Traded
          Security is listed on the New York Stock Exchange, the American Stock
          Exchange, or some other principal national securities exchange in the
          United States of America, the reported last sale price of a unit of
          such Publicly Traded Security regular way on a given day, or, in case
          no such sale takes place on such day, the average of the reported
          closing bid and asked prices regular way, in each case on the New York
          Stock Exchange Composite Tape, the American Stock Exchange Composite
          Tape or the principal national securities exchange in the United
          States of America on which such Publicly Traded Security is listed or
          admitted to trading, as applicable, (ii) if such Publicly Traded
          Security is not listed or admitted to trading on any national
          securities exchange in the United States of America, but prices for
          such Publicly Traded Security are disseminated by means of an
          automated quotation system by the National Association of Securities
          Dealers, Inc., the closing sales price, or if there is no closing
          sales price, the average of the closing bid and asked prices, in the
          automated quotation system, or (iii) with respect to a Publicly Traded
          Security listed on a principal national securities exchange in
          Luxembourg, Amsterdam or other European country, the price of such
          Publicly Traded Security as reported on such exchange by the most
          widely recognized reporting method customarily relied upon by
          financial institutions in such country and if such Publicly Traded
          Security is listed on more than one such exchange, the principal
          securities exchange on which such Publicly Traded Security is listed.
          Any determination of the "Market Value" of a Publicly Traded Security
          pursuant to this definition shall be based on the assumption that
          offers of such Publicly Traded Security are exempt from registration
          under the Securities Act.

               "Net Income" of any Person for any period means the net income
          (loss) of such Person for such period, determined in accordance with
          GAAP, excluding, (i) any gain or loss, together with any related
          provision for taxes on such gain or loss, realized in connection with
          (a) any sale, lease, conveyance or other disposition of any Strategic
          Investments (including, without limitation, dispositions pursuant to
          sale and leaseback transactions) by such Person, (b) the disposition
          of any securities (other than Portfolio Securities) by such Person or
          (c) the extinguishment of any Indebtedness of such Person; (ii) any
          extraordinary or nonrecurring gain or loss, together with any related
          provision for taxes on such extraordinary or nonrecurring gain or
          loss; and (iii) any unrealized gain or loss caused by the increase or
          decrease in the Market Value of any Publicly Traded Security held,
          directly or indirectly, by that Person. In addition, for the
          calculation of Net Income for any Person for any period, (i) the
          Capital Management Fees based on assets under management accruing to
          such Person
<PAGE>
 
          for such period shall be calculated as if the fees accruing and assets
          under management on the last day of such period (or the closest
          practicable date of determination) were the fees accruing and assets
          under management as of the beginning of such period; (ii) the Capital
          Market Fees accruing to such Person for such period shall be
          calculated as if the amount of such fees accrued during such period
          was equal to the amount of such fees accrued during the six month
          period immediately preceding the last day of such period (or the
          closest practicable date of determination), adjusted for the duration
          of such period; and (iii) the dividend rates and interest rates in
          effect with respect to payments accruing to such Person from its
          investees as of the last day of such period (or the closest
          practicable date of determination) shall be deemed to have been in
          effect as of the beginning of such period.

               "Non-Recourse" to a Person as applied to any Indebtedness (or
          portion thereof) means that such Person is not directly or indirectly
          liable to make any payments with respect to such Indebtedness (or
          portion thereof) and that no Guarantee of such Indebtedness (or
          portion thereof) has been made by such Person.

               "Permitted Liens" means (i) Liens on real property securing
          Indebtedness which is Non-Recourse to the Company or any of its
          Subsidiaries; or (ii) Liens on any asset securing Indebtedness (other
          than Indebtedness referred to in clause (i) above), provided that,
          after giving effect to the Incurrence of such Indebtedness (a) the
          aggregate principal amount of Indebtedness secured pursuant to this
          clause (ii) is less than 10% of the Total Capitalization of the
          Company and its Consolidated Subsidiaries and (b) the aggregate net
          book value of the assets of the Company and its Subsidiaries securing
          such Indebtedness shall not be greater than 200% of the principal
          amount of such secured Indebtedness. For purposes of the definition of
          Permitted Lien, the aggregate principal amount of Indebtedness shall
          mean the principal amount of such Indebtedness at maturity.

               "Portfolio Securities" means Securities (a) issued by a fund or
          company (an "Investment Company") either (i) registered under the
          Investment Company Act of 1940, as amended, and the rules and
          regulations of the Commission promulgated thereunder (the "Investment
          Company Act"), or (ii) which makes passive investments in companies or
          funds in which the Investment Company does not have representation on
          the board of directors or similar body or participate on a regular
          basis in the management ("Portfolio Investees") and which is exempt
          from registration under the Investment Company Act or (b) issued by
          Portfolio Investees.

               "Publicly Traded Security" means a security which is listed on
          the New York Stock Exchange, the American Stock Exchange or any other
          principal national securities exchange in the United States,
          Luxembourg, Amsterdam or other European country or whose prices are
          disseminated by means of an automated quotation system by the National
          Association of Securities Dealers, Inc.
<PAGE>
 
               As used in this definition only, "security" has the meaning given
          that term in Article 8 of the Uniform Commercial Code.

               "Strategic Investment" of any specified Person means any other
          Person in which an Investment has been made by the specified Person,
          other than Portfolio Securities, where either (a) the undepreciated
          book value, or (b) if the Strategic Investment is a Publicly Traded
          Security, the Market Value of the Investment exceeds $100 million.

               "Total Capitalization" means, with respect to any Person as of
          any date, the consolidated long-term Indebtedness and consolidated
          stockholders' equity of such Person and its Consolidated Subsidiaries
          less their consolidated Intangible Assets (to the extent reflected in
          determining consolidated stockholders' equity), all determined as of
          such date in accordance with GAAP, and excluding the cumulative effect
          of a change in accounting principles.

               "Trade Payables" means, with respect to any Person, (i) any
          accounts payable or any other Indebtedness or monetary obligation to
          trade creditors created, assumed or Guaranteed by such Person arising
          in the ordinary course of business in connection with the acquisition
          of goods or services, (ii) obligations Incurred in the ordinary course
          to pay the purchase price of securities so long as such obligations
          are paid within customary settlement periods and (iii) obligations to
          purchase securities pursuant to subscription or stock purchase
          agreements in the ordinary course of business. Notwithstanding the
          foregoing, for purposes of Section 1013, accounts payables (other than
          deferred compensation) of the Company in excess of 3.0% of the
          undepreciated book value (determined in accordance with GAAP) of the
          assets of the Company at any time outstanding shall be treated as
          Indebtedness to the extent of such excess.

               "Wholly Owned Subsidiary" means a Subsidiary of any Person all of
          the outstanding Capital Stock or other ownership interests of which
          (other than directors' qualifying shares or minimal interests issued
          to other Persons to satisfy legal requirements) are at the time owned
          by such Person or by one or more Wholly Owned Subsidiaries of such
          Person or by such Person and one or more Wholly Owned Subsidiaries of
          such Person.

1.  Solely for the benefit of the Holders of the Notes, the following shall be
an altered and restated Section 801 of the Indenture:

               SECTION 801 Consolidations and Mergers of Company and Sales,
          Leases and Conveyances. The Company will not consolidate or merge with
          or into (whether or not the Company is the surviving corporation), or
          sell, assign, transfer, lease, convey or otherwise dispose of all or
          substantially all of its properties or assets in one or more related
          transactions, to another Person unless (i) the surviving Person or the
          Person formed by or surviving such consolidation or merger (if other
          than the Company) or to which such sale, assignment, transfer, lease,
          conveyance or other disposition shall have been made (the "Surviving
          Entity") is a corporation organized or existing under the laws of the
          United States, any state thereof or the District of Columbia; (ii) the
          Surviving
<PAGE>
 
          Entity assumes all the obligations, including the due and punctual
          payment of the principal of (and premium or Make-Whole Amount, if any,
          on) and interest and Additional Amounts, if any, on all Securities,
          according to their tenor, and the due and punctual performance and
          observance of all covenants and conditions, of the Company under the
          Securities and the Indenture pursuant to a supplemental Indenture in
          form reasonably satisfactory to the Trustee; (iii) immediately before
          and after giving effect to such transaction and treating any
          indebtedness which becomes an obligation of the Company as a result of
          such transaction as having been incurred by the Company at the time of
          the transaction, no Event of Default and no event which, after notice
          or the lapse of time or both, would become an Event of Default shall
          have occurred and be continuing; and (iv) Security Capital or the
          Surviving Entity will, at the time of the transaction and after giving
          pro forma effect thereto as if the transaction had occurred at the
          beginning of the applicable four-quarter period, be permitted to Incur
          at least $1.00 of additional Indebtedness pursuant Section 1012
          hereof.
<PAGE>
 
          Capitalized terms used herein which are defined in the Indenture are
used herein as so defined.

Dated:  November 16, 1998


                                   SECURITY CAPITAL GROUP
                                        INCORPORATED


                                   By: /s/ JEFFREY A. KLOPF
                                       ------------------------
                                           Jeffrey A. Klopf
                                           Senior Vice President and Secretary


                                   By: /s/ MARK W. PEARSON
                                       ------------------------
                                           Mark W. Pearson
                                           Vice President