and the matters proposed to be acted on at it, shall be signed by one or more stockholders ofrecord as of the date of signature (or their agents duly authorized in a writing accompanying theRecord Date Request Notice), shall bear the date of signature of each such stockholder (or suchagent) and shall set forth all information relating to each such stockholder that would be requiredto be disclosed in connection with the solicitation of proxies for the election of directors in anelection contest (even if an election contest is not involved), or would otherwise be required, ineach case pursuant to Regulation 14A (or any successor provision) under the Securities Exchange Actof 1934, as amended (the “Exchange Act”). Upon receiving the Record Date Request Notice, the Boardof Directors may fix a Request Record Date. The Request Record Date shall not precede and shallnot be more than ten days after the close of business on the date on which the resolution fixingthe Request Record Date is adopted by the Board of Directors. If the Board of Directors, withinten days after the date on which a valid Record Date Request Notice is received, fails to adopt aresolution fixing the Request Record Date, the Request Record Date shall be the close of businesson the tenth day after the first date on which the Record Date Request Notice is received by thesecretary.          (2) In order for any stockholder to request a special meeting to act on any matter, one ormore written requests for a special meeting (collectively, the “Special Meeting Request”) signed bystockholders of record (or their agents duly authorized in a writing accompanying the request) asof the Request Record Date entitled to cast not less than a majority of all of the votes entitledto be cast on such matter at such meeting (the “Special Meeting Percentage”) shall be delivered tothe secretary. In addition, 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 limited to those lawfulmatters set forth in the Record Date Request Notice received by the secretary), (b) shall bear thedate of signature of each such stockholder (or such agent) signing the Special Meeting Request, (c)shall set forth the name and address, as they appear in the Corporation’s books, of eachstockholder signing such request (or on whose behalf the Special Meeting Request is signed), theclass, series and number of all shares of stock of the Corporation which are owned by each suchstockholder (beneficially or of record), and the nominee holder for, and number of, shares owned bysuch stockholder beneficially but not of record, (d) shall be sent to the secretary by registeredmail, return receipt requested, and (e) shall be received by the secretary within 60 days after theRequest Record Date. Any requesting stockholder (or agent duly authorized in a writingaccompanying the revocation or the Special Meeting Request) may revoke his, her or its request fora special meeting at any time by written revocation delivered to the secretary.          (3) The secretary shall inform the requesting stockholders of the reasonably estimated costof preparing and mailing the notice of meeting (including the Corporation’s proxy materials). Thesecretary shall not be required 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 Section3(b), the secretary receives payment of such reasonably estimated cost prior to the preparation andmailing of any notice of the meeting.          (4) Except as provided in the next sentence, any special meeting shall be held at such place,date and time as may be designated by the chairman of the board, chief executive officer, presidentor Board of Directors, whoever has called the meeting. In the case of any special meeting calledby the secretary upon the request of stockholders (a “Stockholder-Requested Meeting”), such meetingshall be held at such place, date and time as may be designated by the Board of Directors;
2

 
provided, however, that the date of any Stockholder-Requested Meeting shall be notmore than 90 days after the record date for such meeting (the “Meeting Record Date”); andprovidedfurther that if the Board of Directors fails to designate, within ten daysafter the date that a valid Special Meeting Request is actually received by the secretary (the“Delivery Date”), a date and time for a Stockholder-Requested Meeting, then such meeting shall beheld at 2:00 p.m. Pacific Time on the 90th day after the Meeting Record Date or, if such90th day is not a Business Day (as defined below), on the first preceding Business Day;and providedfurther that in the event that the Board of Directors fails todesignate a place for a Stockholder-Requested Meeting within ten days after the Delivery Date, thensuch meeting shall be held at the principal executive office of the Corporation. In fixing a datefor any special meeting, the chairman of the board, chief executive officer, president or Board ofDirectors may consider such factors as he, she or it deems relevant, including, without limitation,the nature of the matters to be considered, the facts and circumstances surrounding any request forthe meeting and any plan of the Board of Directors to call an annual meeting or a special meeting.In the case of any Stockholder-Requested Meeting, if the Board of Directors fails to fix a MeetingRecord Date that is a date within 30 days after the Delivery Date, then the close of business onthe 30th day after the Delivery Date shall be the Meeting Record Date. The Board ofDirectors may revoke the notice for any Stockholder-Requested Meeting in the event that therequesting stockholders fail to comply with the provisions of paragraph (3) of this Section 3(b).          (5) If written revocations of the Special Meeting Request have been delivered to thesecretary and the result is that stockholders of record (or their agents duly authorized inwriting), as of the Request Record Date, entitled to cast less than the Special Meeting Percentagehave delivered, and not revoked, requests for a special meeting to the secretary, the secretaryshall: (i) if the notice of meeting has not already been mailed, refrain from mailing the notice ofthe meeting and send to all requesting stockholders who have not revoked such requests writtennotice of any revocation of a request for the special meeting, or (ii) if the notice of meeting hasbeen mailed and if the secretary first sends to all requesting stockholders who have not revokedrequests for a special meeting written notice of any revocation of a request for the specialmeeting and written notice of the intention of the Corporation to revoke the notice of the meetingor for the chairman of the meeting to adjourn the meeting without action on the matter, (A) thesecretary may revoke the notice of the meeting at any time before ten days before the commencementof the meeting or (B) the chairman of the meeting may call the meeting to order and adjourn themeeting without acting on the matter. Any request for a special meeting received after arevocation by the 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 or Board of Directors mayappoint regionally or nationally recognized independent inspectors of elections to act as the agentof the Corporation for the purpose of promptly performing a ministerial review of the validity ofany purported Special Meeting Request received by the secretary. For the purpose of permitting theinspectors to perform such review, no such purported request shall be deemed to have been deliveredto the secretary until the earlier of (i) five Business Days after receipt by the secretary of suchpurported request and (ii) such date as the independent inspectors certify to the Corporation thatthe valid requests received by the secretary represent, as of the Request Record Date, stockholdersof record entitled to cast not less than the Special Meeting Percentage. Nothing contained in thisparagraph (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 aftersuch
3

 
five Business Day period, or to take any other action (including, without limitation, thecommencement, prosecution or defense of any litigation with respect thereto, and the seeking ofinjunctive relief in such litigation).          (7) For purposes of these Bylaws, “Business Day” shall mean any day other than a Saturday, aSunday or a day on which 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 days before each meeting ofstockholders, the secretary shall give to each stockholder entitled to vote at such meeting and toeach stockholder not entitled 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 special meeting or asotherwise may be required by any statute, the purpose for which the meeting is called, by mail, bypresenting it to such stockholder personally, by leaving it at the stockholder’s residence or usualplace of business or by any other means permitted by Maryland law. If mailed, such notice shall bedeemed to be given when deposited in the United States mail addressed to the stockholder at thestockholder’s address as it appears on the records of the Corporation, with postage thereonprepaid. A single notice shall be effective as to all stockholders who share an address, except tothe extent that a stockholder at such address objects to such single notice. Failure to givenotice of any meeting to one or more stockholders, or any irregularity in such notice, shall notaffect the validity of any meeting fixed in accordance with this Article II, or the validity of anyproceedings at any such meeting.          Subject to Section 11(a) of this Article II, any business of the Corporation may be transactedat an annual meeting of stockholders without being specifically designated in the notice, exceptsuch business as is required by any statute to be stated in such notice. No business shall betransacted at a special meeting of stockholders except as specifically designated in the notice.The Corporation may postpone or cancel a meeting of stockholders by making a “public announcement”(as defined in Section 11(c)(3) of this Article II) of such postponement or cancellation prior tothe meeting.          Section 5. ORGANIZATION AND CONDUCT. Every meeting of stockholders shall be conductedby an individual appointed by the Board of Directors to be chairman of the meeting or, in theabsence of such appointment, by the chairman of the board or, in the case of a vacancy in theoffice or absence of the chairman of the board, by one of the following officers present at themeeting: the vice chairman of the board, if there is one, the president, the vice presidents intheir order of rank and seniority, or, in the absence of such officers, a chairman chosen by thestockholders by the vote of a majority of the votes cast by stockholders present in person or byproxy. The secretary, or, in the secretary’s absence, an assistant secretary, or in the absence ofboth the secretary and assistant secretaries, a person appointed by the Board of Directors or, inthe absence of such appointment, a person appointed by the chairman of the meeting shall act assecretary. In the event that the secretary presides at a meeting of the stockholders, an assistantsecretary, or in the absence of assistant secretaries, an individual appointed by the Board ofDirectors or the chairman of the meeting, shall record the minutes of the meeting. The order ofbusiness and all other matters of procedure at any meeting of stockholders shall be determined bythe chairman of the meeting. The chairman of the meeting may prescribe such rules, regulations andprocedures and take such action as, in the discretion of the chairman and without any action by thestockholders, are appropriate for
4

 
the proper conduct of the meeting, including, without limitation, (a) restricting admission tothe time set for the commencement of the meeting; (b) limiting attendance at the meeting tostockholders of record of the Corporation, their duly authorized proxies and other such individualsas the chairman of the meeting may determine; (c) limiting participation at the meeting on anymatter to stockholders of record of the Corporation entitled to vote on such matter, their dulyauthorized proxies and other such individuals as the chairman of the meeting may determine; (d)limiting the time allotted to questions or comments by participants; (e) determining when the pollsshould be opened and closed; (f) maintaining order and security at the meeting; (g) removing anystockholder or any other individual who refuses to comply with meeting procedures, rules orguidelines as set forth by the chairman of the meeting; (h) concluding a meeting or recessing oradjourning the meeting to a later date and time and at a place announced at the meeting; and (i)complying with any state and local laws and regulations concerning safety and security. Unlessotherwise determined by the chairman of the meeting, meetings of stockholders shall not be requiredto be held in accordance with the rules of parliamentary procedure.          Section 6. QUORUM. At any meeting of stockholders, the presence in person or by proxyof stockholders entitled to cast a majority of all the votes entitled to be cast at such meeting onany matter shall constitute a quorum; but this section shall not affect any requirement under anystatute or the charter of the 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 ofthe meeting may adjourn the meeting from time to time to a date not more than 120 days after theoriginal record date without notice other than announcement at the meeting. At such adjournedmeeting at which a quorum shall be present, any business may be transacted which might have beentransacted at the meeting as originally notified.          The stockholders present either in person or by proxy, at a meeting which has been duly calledand at which a quorum was established, may continue to transact business until adjournment,notwithstanding the withdrawal of enough stockholders to leave less than a quorum.          Section 7. VOTING. A plurality of all the votes cast at a meeting of stockholdersduly called and at which a quorum is present shall be sufficient to elect a director. Each sharemay be voted for as many individuals as there are directors to be elected and for whose electionthe share is entitled to be voted. A majority of the votes cast at a meeting of stockholders dulycalled and at which a quorum is present shall be sufficient to approve any other matter which mayproperly come before the meeting, unless more than a majority of the votes cast is required bystatute or by the charter of the Corporation. Unless otherwise provided by statute or by thecharter, each outstanding share, regardless of class, shall be entitled to one vote on each mattersubmitted to a vote at a meeting of stockholders. Voting on any question or in any election may beviva voce unless the chairman of the meeting shall order that voting be by ballot.          Section 8. PROXIES. A stockholder may cast the votes entitled to be cast by theshares of stock owned of record by the stockholder in person or by proxy executed by thestockholder or by the stockholder’s duly authorized agent in any manner permitted by law. Suchproxy or evidence of authorization of such proxy shall be filed with the secretary of theCorporation before or at the meeting. No proxy shall be valid more than eleven months after itsdate unless otherwise provided in the proxy.
5

 
          Section 9. VOTING OF STOCK BY CERTAIN HOLDERS. Stock of the Corporation registered inthe name of a corporation, partnership, trust or other entity, if entitled to be voted, may bevoted by the president or a vice president, a general partner or trustee thereof, as the case maybe, or a proxy appointed by any of the foregoing individuals, unless some other person who has beenappointed to vote such stock pursuant to a bylaw or a resolution of the governing body of suchcorporation or other entity or agreement of the partners of a partnership presents a certified copyof such bylaw, resolution or agreement, in which case such person may vote such stock. Anydirector or other fiduciary may vote stock registered in his or her name as such fiduciary, eitherin person or by proxy.          Shares of stock of the Corporation directly or indirectly owned by it shall not be voted atany meeting and shall not be counted in determining the total number of outstanding shares entitledto be voted at any given time, unless they are held by it in a fiduciary capacity, in which casethey may be voted and shall be counted in determining the total number of outstanding shares at anygiven time.          The Board of Directors may adopt by resolution a procedure by which a stockholder may certifyin writing to the Corporation that any shares of stock registered in the name of the stockholderare held for the account of a specified person other than the stockholder. The resolution shallset forth the class of stockholders who may make the certification, the purpose for which thecertification may be made, the form of certification and the information to be contained in it; ifthe certification is with respect to a record date, the time after the record date within which thecertification must be received by the Corporation; and any other provisions with respect to theprocedure which the Board of Directors considers necessary or desirable. On receipt of suchcertification, the person specified in the certification shall be regarded as, for the purposes setforth in the certification, the stockholder of record of the specified stock in place of thestockholder who makes the certification.          Section 10. INSPECTORS. The Board of Directors or the chair of the meeting mayappoint, before or at the meeting, one or more inspectors for the meeting and any successorthereto. The inspectors, if any, shall (i) determine the number of shares of stock represented atthe meeting, in person or by proxy and the validity and effect of proxies, (ii) receive andtabulate all votes, ballots or consents, (iii) report such tabulation to the chair of the meeting,(iv) hear and determine all challenges and questions arising in connection with the right to vote,and (v) do such acts as are proper to fairly conduct the election or vote. Each such report shallbe in writing and signed by him or her or by a majority of them if there is more than one inspectoracting at such meeting. If there is more than one inspector, the report of a majority shall be thereport of the inspectors. The report of the inspector or inspectors on the number of sharesrepresented at the meeting and the results of the voting shall be primafacieevidence thereof.          Section 11. ADVANCE NOTICE OF STOCKHOLDER NOMINEES FOR DIRECTOR AND OTHER STOCKHOLDERPROPOSALS.          (a) Annual Meetings of Stockholders. (1) Nominations of individuals for election tothe Board of Directors and the proposal of other business to be considered by the stockholders may
6

 
be made at an annual meeting of stockholders (i) pursuant to the Corporation’s notice ofmeeting, (ii) by or at the direction of the Board of Directors or (iii) by any stockholder of theCorporation who was a stockholder of record both at the time of giving of notice by the stockholderas provided for in this Section 11(a) and at the time of the annual meeting, who is entitled tovote at the meeting in the election of directors or on the proposal of other business, as the casemay be, and who has complied with this Section 11(a).          (2) For nominations or other business to be properly brought before an annual meeting by astockholder pursuant to clause (iii) of paragraph (a)(1) of this Section 11, the stockholder musthave given timely notice thereof in writing to the secretary of the Corporation and such otherbusiness must otherwise be a proper matter for action by the stockholders. To be timely, astockholder’s notice shall set forth all information required under this Section 11 and shall bedelivered to the secretary at the principal executive office of the Corporation not earlier thanthe 150th day nor later than 5:00 p.m., Pacific Time, on the 120th day priorto the first anniversary of the date of the proxy statement for the preceding year’s annualmeeting; provided, however, that in the event that the date of the annual meeting is advanced ordelayed by more than 30 days from the first anniversary of the date of the preceding year’s annualmeeting, notice by the stockholder to be timely must be so delivered not earlier than the150th day prior to the date of such annual meeting and not later than 5:00 p.m., PacificTime, on the later of the 120th day prior to the date of such annual meeting or thetenth day following the day on which public announcement of the date of such meeting is first made.The public announcement of a postponement or adjournment of an annual meeting shall not commence anew time period for the giving of a stockholder’s notice as described above.          (3) Such stockholder’s notice shall set forth:               (i) as to each individual whom the stockholder proposes to nominate for election or reelectionas a director (each, a “Proposed Nominee”), all information relating to the Proposed Nominee thatwould be required to be disclosed in connection with the solicitation of proxies for the electionof the Proposed Nominee as a director in an election contest (even if an election contest is notinvolved), or would otherwise be required in connection with such solicitation, in each casepursuant to Regulation 14A (or any successor provision) under the Exchange Act and the rulesthereunder (including the Proposed Nominee’s written consent to being named in the proxy statementas a nominee and to serving as a director if elected);               (ii) as to any other business that the stockholder proposes to bring before the meeting, adescription of such business, the stockholder’s reasons for proposing such business at the meetingand any material interest in such business of such stockholder or any Stockholder Associated Person(as defined below), individually or in the aggregate, including any anticipated benefit to thestockholder or the Stockholder Associated Person therefrom;               (iii) as to the stockholder giving the notice, any Proposed Nominee and any StockholderAssociated Person,                    (A) the class, series and number of all shares of stock or other securities of the Corporationor any affiliate thereof (collectively, the “Company Securities”), if any, which are owned(beneficially or of record) by such stockholder, Proposed Nominee or Stockholder
7

 
Associated Person, the date on which each such Company Security was acquired and theinvestment intent of such acquisition, and any short interest (including any opportunity to profitor share in any benefit from any decrease in the price of such stock or other security) in anyCompany Securities of any such person,                    (B) the nominee holder for, and number of, any Company Securities owned beneficially but notof record by such stockholder, Proposed Nominee or Stockholder Associated Person,                    (C) any interest, direct or indirect, of such stockholder, Proposed Nominee or StockholderAssociated Person, individually or in the aggregate, in the Corporation or any affiliate thereof,other than an interest arising from the ownership of Company Securities where such stockholder,Proposed Nominee or Stockholder Associated Person receives no extra or special benefit not sharedon a *pro rata*basis by all holders of the same class or series, and                    (D) whether and the extent to which, during the past six months, such stockholder, ProposedNominee or Stockholder Associated Person has, directly or indirectly (through brokers, nominees orotherwise), engaged in any hedging, derivative or other transaction or series of transactions orentered into any other agreement, arrangement or understanding (including any short interest, anyborrowing or lending of securities or any proxy or voting agreement), the effect or intent of whichis to manage risk of or benefit from changes in the price of Company Securities for suchstockholder, Proposed Nominee or Stockholder Associated Person or to increase or decrease thevoting power of such stockholder, Proposed Nominee or Stockholder Associated Person in theCorporation or any affiliate thereof disproportionately to such person’s economic interest therein;               (iv) as to the stockholder giving the notice, any Stockholder Associated Person with aninterest or ownership referred to in clauses (ii) or (iii) of this paragraph (3) of this Section11(a) and any Proposed Nominee,                    (A) the name and address of such stockholder, as they appear on the Corporation’s stock ledgerand the current name, business address, if different, and residence address of each suchStockholder Associated Person and any Proposed Nominee, and                    (B) the investment strategy or objective, if any, of such stockholder, each such StockholderAssociated Person and any Proposed Nominee and a copy of the prospectus, offering memorandum orsimilar document, if any, provided to investors or potential investors in such stockholder, eachsuch Stockholder Associated Person and any Proposed Nominee; and               (v) to the extent known by the stockholder giving the notice, the name and address of anyother stockholder supporting the nominee for election or reelection as a director or the proposalof other business on the date of such stockholder’s notice.          (4) Notwithstanding anything in this subsection (a) of this Section 11 to the contrary, in theevent the number of directors to be elected to the Board of Directors is increased, and there is nopublic announcement of such action at least 130 days prior to the first anniversary of the
8

 
date of the proxy statement for the preceding year’s annual meeting, a stockholder’s noticerequired by this Section 11(a) shall also be considered timely, but only with respect to nomineesfor any new positions created by such increase, if it shall be delivered to the secretary at theprincipal executive office of the Corporation not later than 5:00 p.m., Pacific Time, on the tenthday following the day on which such public announcement is first made by the Corporation.          (5) For purposes of this Section 11, “Stockholder Associated Person” of any stockholder means(i) any person acting in concert with such stockholder, (ii) any beneficial owner of shares ofstock of the Corporation owned of record or beneficially by such stockholder (other than astockholder that is a depositary) and (iii) any person that directly, or indirectly through one ormore intermediaries, controls, or is controlled by, or is under common control with, suchstockholder or such Stockholder Associated Person.          (b) Special Meetings of Stockholders. Only such business shall be conducted at aspecial meeting of stockholders as shall have been brought before the meeting pursuant to theCorporation’s notice of meeting. Nominations of individuals for election to the Board of Directorsmay be made at a special meeting of stockholders at which directors are to be elected (i) pursuantto the Corporation’s notice of meeting, (ii) by or at the direction of the Board of Directors or(iii) provided that the Board of Directors has determined that directors shall be elected at suchspecial meeting, by any stockholder of the Corporation who is a stockholder of record both at thetime of giving of notice provided for in this Section 11 and at the time of the special meeting,who is entitled to vote at the meeting and who complied with the notice procedures set forth inthis Section 11. In the event the Corporation calls a special meeting of stockholders for thepurpose of electing one or more individuals to the Board of Directors, any such stockholder maynominate an individual or individuals (as the case may be) for election as a director as specifiedin the Corporation’s notice of meeting, if the stockholder’s notice, containing the informationrequired by paragraph (3) of this Section 11(a), shall be delivered to the secretary at theprincipal executive office of the Corporation not earlier than the 120th day prior tosuch special meeting and not later than 5:00 p.m., Pacific Time on the later of the 90thday prior to such special meeting or the tenth day following the day on which public announcementis first made of the date of the special meeting and of the nominees proposed by the Board ofDirectors to be elected at such meeting. The public announcement of a postponement or adjournmentof a special meeting shall not commence a new time period for the giving of a stockholder’s noticeas described above.          (c) General.          (1) If information submitted pursuant to this Section 11 by any stockholder proposing anominee for election as a director or any proposal for other business at a meeting of stockholdersshall be inaccurate to a material extent, such information may be deemed not to have been providedin accordance with this Section 11. Any such stockholder shall notify the Corporation of anyinaccuracy or change (within two Business Days of becoming aware of such inaccuracy or change) inany such information. Upon written request by the Secretary or the Board of Directors, any suchstockholder shall provide, within five Business Days of delivery of such request (or such otherperiod as may be specified in such request), (A) written verification, satisfactory, in thediscretion of the Board of Directors or any authorized officer of the Corporation, to demonstratethe accuracy of any information submitted by the stockholder pursuant to this Section 11, and (B) awritten update of any
9

 
information submitted by the stockholder pursuant to this Section 11 as of an earlier date.If a stockholder fails to provide such written verification or written update within such period,the information as to which written verification or a written update was requested may be deemednot to have been provided in accordance with this Section 11.          (2) Only such individuals who are nominated in accordance with this Section 11 shall beeligible for election by stockholders as directors, and only such business shall be conducted at ameeting of stockholders as shall have been brought before the meeting in accordance with thisSection 11. The chairman of the meeting shall have the power to determine whether a nomination orany other business proposed to be brought before the meeting was made or proposed, as the case maybe, in accordance with this Section 11.          (3) “Public announcement” shall mean disclosure (i) in a press release reported by the DowJones News Service, Associated Press, Business Wire, PR Newswire or other widely circulated news orwire service or (ii) in a document publicly filed by the Corporation with the Securities andExchange Commission pursuant to the Exchange Act.          (4) Notwithstanding the foregoing provisions of this Section 11, a stockholder shall alsocomply with all applicable requirements of state law and of the Exchange Act and the rules andregulations thereunder with respect to the matters set forth in this Section 11. Nothing in thisSection 11 shall be deemed to affect any right of a stockholder to request inclusion of a proposalin, nor the right of the Corporation to omit a proposal from, the Corporation’s proxy statementpursuant to Rule 14a-8 (or any successor provision) under the Exchange Act. Nothing in thisSection 11 shall require disclosure of revocable proxies received by the stockholder or StockholderAssociated Person pursuant to a solicitation of proxies after the filing of an effective Schedule14A under Section 14(a) of the Exchange Act.          Section 12. CONTROL SHARE ACQUISITION ACT. Notwithstanding any other provision of thecharter of the Corporation or these Bylaws, Title 3, Subtitle 7 of the Maryland General CorporationLaw (or any successor statute) (the “MGCL”) shall not apply to any acquisition by any person ofshares of stock of the Corporation. This section may be repealed, in whole or in part, at anytime, whether before or after an acquisition of control shares and, upon such repeal, may, to theextent provided by any successor bylaw, apply to any prior or subsequent control share acquisition.**ARTICLE III****DIRECTORS**          Section 1. GENERAL POWERS. The business and affairs of the Corporation shall bemanaged under the direction of its Board of Directors.          Section 2. NUMBER, TENURE AND QUALIFICATIONS. At any regular meeting or at anyspecial meeting called for that purpose, a majority of the entire Board of Directors may establish,increase or decrease the number of directors, provided that the number thereof shall never be lessthan the minimum number required by the MGCL, nor more than 15, and further
10

 
provided that the tenure of office of a director shall not be affected by any decrease in thenumber of directors.          Section 3. ANNUAL AND REGULAR MEETINGS. An annual meeting of the Board of Directorsshall be held immediately after and at the same place as the annual meeting of stockholders, nonotice other than this Bylaw being necessary. In the event such meeting is not so held, themeeting may be held at such time and place as shall be specified in a notice given as hereinafterprovided for special meetings of the Board of Directors. The Board of Directors may provide, byresolution, the time and place for the holding of regular meetings of the Board of Directorswithout other notice than such resolution.          Section 4. SPECIAL MEETINGS. Special meetings of the Board of Directors may be calledby or at the request of the chairman of the board, the chief executive officer, the president or bya majority of the directors then in office. The person or persons authorized to call specialmeetings of the Board of Directors may fix any place as the place for holding any special meetingof the Board of Directors called by them. The Board of Directors may provide, by resolution, thetime and place for the holding of special meetings of the Board of Directors without other noticethan such resolution.          Section 5. NOTICE. Notice of any special meeting of the Board of Directors shall bedelivered personally or by telephone, electronic mail, facsimile transmission, United States mailor courier to each director at his or her business or residence address. Notice by personaldelivery, telephone, electronic mail or facsimile transmission shall be given at least 24 hoursprior to the meeting. Notice by United States mail shall be given at least three days prior to themeeting. Notice by courier shall be given at least two days prior to the meeting. Telephonenotice shall be deemed to be given when the director or his or her agent is personally given suchnotice in a telephone call to which the director or his or her agent is a party. Electronic mailnotice shall be deemed to be given upon transmission of the message to the electronic mail addressgiven to the Corporation by the director. Facsimile transmission notice shall be deemed to begiven upon completion of the transmission of the message to the number given to the Corporation bythe director and receipt of a completed answer-back indicating receipt. Notice by United Statesmail shall be deemed to be given when deposited in the United States mail properly addressed, withpostage thereon prepaid. Notice by courier shall be deemed to be given when deposited with ordelivered to a courier properly addressed. Neither the business to be transacted at, nor thepurpose of, any annual, regular or special meeting of the Board of Directors need be stated in thenotice, unless specifically required by statute or these Bylaws.          Section 6. QUORUM. A majority of the directors shall constitute a quorum fortransaction of business at any meeting of the Board of Directors, provided that, if less than amajority of such directors are present at said meeting, a majority of the directors present mayadjourn the meeting from time to time without further notice, and provided further that if,pursuant to applicable law, the charter of the Corporation or these Bylaws, the vote of a majorityor other percentage of a particular group of directors is required for action, a quorum must alsoinclude a majority of such group.
11

 
          The directors present at a meeting which has been duly called and at which a quorum wasestablished may continue to transact business until adjournment, notwithstanding the withdrawal ofenough directors to leave less than a quorum.          Section 7. VOTING. The action of the majority of the directors present at a meetingat which a quorum is present shall be the action of the Board of Directors, unless the concurrenceof a greater proportion is required for such action by applicable law, the charter or these Bylaws.If enough directors have withdrawn from a meeting to leave less than a quorum but the meeting isnot adjourned, the action of the majority of that number of directors necessary to constitute aquorum at such meeting shall be the action of the Board of Directors, unless the concurrence of agreater proportion is required for such action by applicable law, the charter or these Bylaws.          Section 8. ORGANIZATION. At each meeting of the Board of Directors, the chairman ofthe board or, in the absence of the chairman, the vice chairman of the board, if any, shall act aschairman of the meeting. 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, the president or in theabsence of the president, a director chosen by a majority of the directors present, shall act aschairman of the meeting. The secretary or, in his or her absence, an assistant secretary of theCorporation, or in the absence of the secretary and all assistant secretaries, a person appointedby the chairman of the meeting, shall act as secretary of the meeting.          Section 9. TELEPHONE MEETINGS. Directors may participate in a meeting by means of aconference telephone or other communications equipment if all persons participating in the meetingcan hear each other at the same time. Participation in a meeting by these means shall constitutepresence in person at the meeting.          Section 10. CONSENT BY DIRECTORS WITHOUT A MEETING. Any action required or permittedto be taken at any meeting of the Board of Directors may be taken without a meeting, if a consentin writing or by electronic transmission to such action is given by each director and is filed withthe minutes of proceedings of the Board of Directors.          Section 11. VACANCIES*.*If for any reason any or all the directors cease to bedirectors, such event shall not terminate the Corporation or affect these Bylaws or the powers ofthe remaining directors hereunder. Except as may be provided by the Board of Directors in settingthe terms of any class or series of preferred stock, any vacancy on the Board of Directors may befilled only by a majority of the remaining directors, even if the remaining directors do notconstitute a quorum. Any director elected to fill a vacancy shall serve for the remainder of thefull term of the class in which the vacancy occurred and until a successor is elected andqualifies.          Section 12. COMPENSATION. Directors shall not receive any stated salary for theirservices as directors but, by resolution of the Board of Directors, may receive compensation peryear and/or per meeting and/or per visit to real property or other facilities owned or leased bythe Corporation and for any service or activity they performed or engaged in as directors.Directors may be reimbursed for expenses of attendance, if any, at each annual, regular or specialmeeting of the Board of Directors or of any committee thereof and for their expenses, if any, inconnection with each property visit and any other service or activity they performed or engaged inas directors; but nothing
12

 
herein contained shall be construed to preclude any directors from serving the Corporation inany other capacity and receiving compensation therefor.          Section 13. LOSS OF DEPOSITS. No director shall be liable for any loss which mayoccur by reason of the failure of the bank, trust company, savings and loan association, or otherinstitution with whom moneys or stock have been deposited.          Section 14. SURETY BONDS. Unless required by law, no director shall be obligated togive any bond or surety or other security for the performance of any of his or her duties.          Section 15. RELIANCE. Each director and officer of the Corporation shall, in theperformance of his or her duties with respect to the Corporation, be entitled to rely on anyinformation, opinion, report or statement, including any financial statement or other financialdata, prepared or presented by an officer or employee of the Corporation whom the director orofficer reasonably believes to be reliable and competent in the matters presented, by a lawyer,certified public accountant or other person, as to a matter which the director or officerreasonably believes to be within the person’s professional or expert competence, or, with respectto a director, by a committee of the Board of Directors on which the director does not serve, as toa matter within its designated authority, if the director reasonably believes the committee tomerit confidence.          Section 16. RATIFICATION. The Board of Directors or the stockholders may ratify andmake binding on the Corporation any action or inaction by the Corporation or its officers to theextent that the Board of Directors or the stockholders could have originally authorized the matter.Moreover, any action or inaction questioned in any stockholders’ derivative proceeding or anyother proceeding on the ground of lack of authority, defective or irregular execution, adverseinterest of a director, officer or stockholder, non-disclosure, miscomputation, the application ofimproper principles or practices of accounting, or otherwise, may be ratified, before or afterjudgment, by the Board of Directors or by the stockholders, and if so ratified, shall have the sameforce and effect as if the questioned action or inaction had been originally duly authorized, andsuch ratification shall be binding upon the Corporation and its stockholders and shall constitute abar to any claim or execution of any judgment in respect of such questioned action or inaction.          Section 17. CERTAIN RIGHTS OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS. Thedirectors shall have no responsibility to devote their full time to the affairs of the Corporation.Any director or officer, employee or agent of the Corporation, in his or her personal capacity orin a capacity as an affiliate, employee, or agent of any other person, or otherwise, may havebusiness interests and engage in business activities similar to, in addition to or in competitionwith those of or relating to the Corporation.
13

 
**ARTICLE IV****COMMITTEES**          Section 1. NUMBER, TENURE AND QUALIFICATIONS. The Board of Directors may appoint fromamong its members an Executive Committee, an Audit Committee, a Compensation Committee, aNominating and Corporate Governance Committee and other committees, composed of one or moredirectors, to serve at the pleasure of the Board of Directors.          Section 2. POWERS. The Board of Directors may delegate to committees appointed underSection 1 of this Article any of the powers of the Board of Directors, except as prohibited by law.          Section 3. MEETINGS. Notice of committee meetings shall be given in the same manneras notice for special meetings of the Board of Directors. A majority of the members of thecommittee shall constitute a quorum for the transaction of business at any meeting of thecommittee. The act of a majority of the committee members present at a meeting shall be the act ofsuch committee. The Board of Directors may designate a chairman of any committee, and suchchairman or, in the absence 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 unless the Board shallotherwise provide. In the absence of any member of any such committee, the members thereof presentat any meeting, whether or not they constitute a quorum, may appoint another director to act in theplace of such absent member. Each committee shall keep minutes of its proceedings.          Section 4. TELEPHONE MEETINGS. Members of a committee of the Board of Directors mayparticipate in a meeting by means of a conference telephone or other communications equipment ifall persons participating in the meeting can hear each other at the same time. Participation in ameeting by these means shall constitute presence in person at the meeting.          Section 5. CONSENT BY COMMITTEES WITHOUT A MEETING. Any action required or permittedto be taken at any meeting of a committee of the Board of Directors may be taken without a meeting,if a consent in writing or by electronic transmission to such action is given by each member of thecommittee and is filed with the minutes of proceedings of such committee.          Section 6. VACANCIES. Subject to the provisions hereof, the Board of Directors shallhave the power at any time to change the membership of any committee, to fill all vacancies, todesignate alternate members to replace any absent or disqualified member or to dissolve any suchcommittee.**ARTICLE V****OFFICERS**          Section 1. GENERAL PROVISIONS. The officers of the Corporation shall include apresident, a secretary and a treasurer and may include a chairman of the board, a vice
14

 
chairman of the board, a chief executive officer, one or more vice presidents, a chiefoperating officer, a chief financial officer, one or more assistant secretaries and one or moreassistant treasurers. In addition, the Board of Directors may from time to time elect such otherofficers with such powers and duties as they shall deem necessary or desirable. The officers ofthe Corporation shall be elected annually by the Board of Directors, except that the chiefexecutive officer or president may from time to time appoint one or more vice presidents, assistantsecretaries and assistant treasurers or other officers. Each officer shall hold office until hisor her successor is elected and qualifies or until his or her death, or his or her resignation orremoval in the manner hereinafter provided. Any two or more offices except president and vicepresident may be held by the same person. Election of an officer or agent shall not of itselfcreate contract rights between the Corporation and such officer or agent.          Section 2. REMOVAL AND RESIGNATION. Any officer or agent of the Corporation may beremoved, with or without cause, by the Board of Directors if in its judgment the best interests ofthe Corporation would be served thereby, but such removal shall be without prejudice to thecontract rights, if any, of the person so removed. Any officer of the Corporation may resign atany time by giving written notice of his or her resignation to the Board of Directors, the chairmanof the board, the president or the secretary. Any resignation shall take effect immediately uponits receipt or at such later time specified in the notice of resignation. The acceptance of aresignation shall not be necessary to make it effective unless otherwise stated in the resignation.Such resignation shall be without prejudice to the contract rights, if any, of the Corporation.          Section 3. VACANCIES. A vacancy in any office may be filled by the Board of Directorsfor the balance of the term.          Section 4. CHIEF EXECUTIVE OFFICER. The Board of Directors may designate a chiefexecutive officer. In the absence of such designation, the chairman of the board shall be thechief executive officer of the Corporation. The chief executive officer shall have generalresponsibility for implementation of the policies of the Corporation, as determined by the Board ofDirectors, and for the management of the business and affairs of the Corporation. He or she mayexecute any deed, mortgage, bond, contract or other instrument, except in cases where the executionthereof shall be expressly delegated by the Board of Directors or by these Bylaws to some otherofficer or agent of the Corporation or shall be required by law to be otherwise executed; and ingeneral shall perform all duties incident to the office of chief executive officer and such otherduties as may be prescribed by the Board of Directors from time to time.          Section 5. CHIEF OPERATING OFFICER. The Board of Directors may designate a chiefoperating officer. The chief operating officer shall have the responsibilities and duties as setforth by the Board of Directors or the chief executive officer.          Section 6. CHIEF FINANCIAL OFFICER. The Board of Directors may designate a chieffinancial officer. The chief financial officer shall have the responsibilities and duties as setforth by the Board of Directors or the chief executive officer.          Section 7. CHAIRMAN OF THE BOARD. The Board of Directors shall designate a chairmanof the board. The chairman of the board shall preside over the meetings of the
15

 
Board of Directors and of the stockholders at which he shall be present. The chairman of theboard shall perform such other duties as may be assigned to him or her by the Board of Directors.          Section 8. PRESIDENT. In the absence of a chief executive officer, the presidentshall in general supervise and control all of the business and affairs of the Corporation. In theabsence of a designation of a chief operating officer by the Board of Directors, the presidentshall be the chief operating officer. He or she may execute any deed, mortgage, bond, contract orother instrument, except in cases where the execution thereof shall be expressly delegated by theBoard of Directors or by these Bylaws to some other officer or agent of the Corporation or shall berequired by law to be otherwise executed; and in general shall perform all duties incident to theoffice of president and such other duties as may be prescribed by the Board of Directors from timeto time.          Section 9. VICE PRESIDENTS. In the absence of the president or in the event of avacancy in such office, the vice president (or in the event there be more than one vice president,the vice presidents in the order designated at the time of their election or, in the absence of anydesignation, then in the order of their election) shall perform the duties of the president andwhen so acting shall 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 be assigned to such vicepresident by the president or by the Board of Directors. The Board of Directors may designate oneor more vice presidents as executive vice president, senior vice president, or as vice presidentfor particular areas of responsibility.          Section 10. SECRETARY. The secretary shall (a) keep the minutes of the proceedings ofthe stockholders, the Board of Directors and committees of the Board of Directors in one or morebooks provided for that purpose; (b) see that all notices are duly given in accordance with theprovisions of these Bylaws or as required by law; (c) be custodian of the corporate records and ofthe seal of the Corporation; (d) keep a register of the post office address of each stockholderwhich shall be furnished to the secretary by such stockholder; (e) have general charge of the stocktransfer books of the Corporation; and (f) in general perform such other duties as from time totime may be assigned to him by the chief executive officer, the president or by the Board ofDirectors.          Section 11. TREASURER. The treasurer shall have the custody of the funds andsecurities of the Corporation and shall keep full and accurate accounts of receipts anddisbursements in books belonging to the Corporation and shall deposit all moneys and other valuableeffects in the name and to the credit of the Corporation in such depositories as may be designatedby the Board of Directors. In the absence of a designation of a chief financial officer by theBoard of Directors, the treasurer shall be the chief financial officer of the Corporation.          The treasurer shall disburse the funds of the Corporation as may be ordered by the Board ofDirectors, taking proper vouchers for such disbursements, and shall render to the president andBoard of Directors, at the regular meetings of the Board of Directors or whenever it may sorequire, an account of all his or her transactions as treasurer and of the financial condition ofthe Corporation.
16

 
          Section 12. ASSISTANT SECRETARIES AND ASSISTANTTREASURERS. The assistantsecretaries and assistant treasurers, in general, shall perform such duties as shall be assigned tothem by the secretary or treasurer, respectively, or by the president or the Board of Directors.          Section 13. COMPENSATION.The compensation of the officers shall be fixed from time totime by or under the authority of the Board of Directors and no officer shall be prevented fromreceiving such compensation by reason of the fact that he is also a director.**ARTICLE VI****CONTRACTS, LOANS, CHECKS AND DEPOSITS**          Section 1. CONTRACTS. The Board of Directors, the Executive Committee or anothercommittee of the Board of Directors within the scope of its delegated authority may authorize anyofficer or agent to enter into any contract or to execute and deliver any instrument in the name ofand on behalf of the Corporation and such authority may be general or confined to specificinstances. Any agreement, deed, mortgage, lease or other document shall be valid and binding uponthe Corporation when duly authorized or ratified by action of the Board of Directors, the ExecutiveCommittee or such other committee and executed by an authorized person.          Section 2. CHECKS AND DRAFTS. All checks, drafts or other orders for the payment ofmoney, notes or other evidences of indebtedness issued in the name of the Corporation shall besigned by such officer or agent of the Corporation in such manner as shall from time to time bedetermined by the Board of Directors.          Section 3. DEPOSITS. All funds of the Corporation not otherwise employed shall bedeposited or invested from time to time to the credit of the Corporation as the Board of Directors,the chief executive officer, the chief financial officer, treasurer or any other officer designatedby the Board of Directors may determine.**ARTICLE VII****STOCK**          Section 1. CERTIFICATES. Except as may be otherwise provided by the Board ofDirectors, stockholders of the Corporation are not entitled to certificates representing the sharesof stock held by them. In the event that the Corporation issues shares of stock represented bycertificates, such certificates shall be in such form as prescribed by the Board of Directors or aduly authorized officer, shall contain the statements and information required by the MGCL andshall be signed by the officers of the Corporation in the manner permitted by the MGCL. In theevent that the Corporation issues shares of stock without certificates, to the extent then requiredby the MGCL, the Corporation shall provide to the record holders of such shares a written statementof the information
17

 
required by the MGCL to be included on stock certificates. There shall be no differences inthe rights and obligations of stockholders based on whether or not their shares are represented bycertificates.          Section 2. TRANSFERS. All transfers of shares of stock shall be made on the books ofthe Corporation, by the holder of the shares, in person or by his or her attorney, in such manneras the Board of Directors or any officer of the Corporation may prescribe and, if such shares arecertificated, upon surrender of certificates duly endorsed. The fact that any class of shares areuncertificated shall not affect shares of the class that are already represented by certificatesuntil such certificates are surrendered to the Corporation for transfer; provided, however, theBoard of Directors or an officer of the Corporation may, upon the request of a transferringstockholder, authorize the issuance of the certificate to the transferee. Upon the transfer ofuncertificated shares, to the extent then required by the MGCL, the Corporation shall provide torecord holders of such shares a written statement of the information required by the MGCL to beincluded on stock certificates.          The Corporation shall be entitled to treat the holder of record of any share of stock as theholder in fact thereof and, accordingly, shall not be bound to recognize any equitable or otherclaim to or interest in such share or on the part of any other person, whether or not it shall haveexpress or other notice thereof, except as otherwise provided by the laws of the State of Maryland.          Notwithstanding the foregoing, transfers of shares of any class or series of stock will besubject in all respects to the charter of the Corporation and all of the terms and conditionscontained therein.          Section 3. REPLACEMENT CERTIFICATE. Any officer of the Corporation may direct a newcertificate or certificates to be issued in place of any certificate or certificates theretoforeissued by the Corporation alleged to have been lost, destroyed, stolen or mutilated, upon themaking of an affidavit of that fact by the person claiming the certificate to be lost, destroyed,stolen or mutilated; provided, however, if such shares have ceased to be certificated, no newcertificate shall be issued unless requested in writing by such stockholder and the Board ofDirectors or an officer of the Corporation has determined that such certificates may be issued.Unless otherwise determined by an officer of the Corporation, the owner of such lost, destroyed,stolen or mutilated certificate or certificates, or his or her legal representative, shall berequired, as a condition precedent to the issuance of a new certificate or certificates, to givethe Corporation a bond in such sums as it may direct as indemnity against any claim that may bemade against the Corporation.          Section 4. FIXING OF RECORD DATE. The Board of Directors may set, in advance, arecord date for the purpose of determining stockholders entitled to notice of or to vote at anymeeting of stockholders or determining stockholders entitled to receive payment of any dividend orthe allotment of any other rights, or in order to make a determination of stockholders for anyother proper purpose. Such date, in any case, shall not be prior to the close of business on theday the record date is fixed and shall be not more than 90 days and, in the case of a meeting ofstockholders, not less than ten days, before the date on which the meeting or particular actionrequiring such determination of stockholders of record is to be held or taken.          When a determination of stockholders entitled to vote at any meeting of stockholders has beenmade as provided in this section, such determination shall apply to any adjournment or
18

 
postponement thereof, except when the meeting is adjourned or postponed to a date more than120 days after the record date fixed for the original meeting, in which case a new record dateshall be determined as set forth herein.          Section 5. STOCK LEDGER. The Corporation shall maintain at its principal office or atthe office of its counsel, accountants or transfer agent, an original or duplicate stock ledgercontaining the name and address of each stockholder and the number of shares of each class held bysuch stockholder.          Section 6. FRACTIONAL STOCK; ISSUANCE OF UNITS. The Board of Directors may issuefractional stock or provide for the issuance of scrip, all on such terms and under such conditionsas they may determine. Notwithstanding any other provision of the charter or these Bylaws, theBoard of Directors may issue units consisting of different securities of the Corporation. Anysecurity issued in a unit shall have the same characteristics as any identical securities issued bythe Corporation, except that the Board of Directors may provide that for a specified periodsecurities of the Corporation issued in such unit may be transferred on the books of theCorporation only in such unit.**ARTICLE VIII****ACCOUNTING YEAR**          The Board of Directors shall have the power, from time to time, to fix the fiscal year of theCorporation by a duly adopted resolution.**ARTICLE IX****DISTRIBUTIONS**          Section 1. AUTHORIZATION. Dividends and other distributions upon the stock of theCorporation may be authorized by the Board of Directors, subject to the provisions of law and thecharter of the Corporation. Dividends and other distributions may be paid in cash, property orstock of the Corporation, subject to the provisions of law and the charter.          Section 2. CONTINGENCIES. Before payment of any dividends or other distributions,there may be set aside out of any assets of the Corporation available for dividends or otherdistributions such sum or sums as the Board of Directors may from time to time, in its absolutediscretion, think proper as a reserve fund for contingencies, for equalizing dividends, forrepairing or maintaining any property of the Corporation or for such other purpose as the Board ofDirectors shall determine, and the Board of Directors may modify or abolish any such reserve.
19

 
**ARTICLE X****INVESTMENT POLICY**          Subject to the provisions of the charter of the Corporation, the Board of Directors may fromtime to time adopt, amend, revise or terminate any policy or policies with respect to investmentsby the Corporation as it shall deem appropriate in its sole discretion.**ARTICLE XI****SEAL**          Section 1. SEAL. The Board of Directors may authorize the adoption of a seal by theCorporation. The seal shall contain the name of the Corporation and the year of its incorporationand the words “Incorporated Maryland.” The Board of Directors may authorize one or more duplicateseals and provide for the custody thereof.          Section 2. AFFIXING SEAL. Whenever the Corporation is permitted or required to affixits seal to a document, it shall be sufficient to meet the requirements of any law, rule orregulation relating to a seal to place the word “(SEAL)” adjacent to the signature of the personauthorized to execute the document on behalf of the Corporation.**ARTICLE XII****INDEMNIFICATION AND ADVANCE OF EXPENSES**          To the maximum extent permitted by Maryland law in effect from time to time, the Corporationshall indemnify and, without requiring a preliminary determination of the ultimate entitlement toindemnification, shall pay or reimburse reasonable expenses in advance of final disposition of aproceeding to (a) any individual who is a present or former director or officer of the Corporationand who is made or threatened to be made a party to the proceeding by reason of his or her servicein that capacity or (b) any individual who, while a director or officer of the Corporation and atthe request of the Corporation, serves or has served as a director, officer, partner or trustee ofanother corporation, real estate investment trust, partnership, joint venture, trust, employeebenefit plan or other enterprise and who is made or threatened to be made a party to the proceedingby reason of his or her service in that capacity. The Corporation may, with the approval of itsBoard of Directors, 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 anyemployee or agent of the Corporation or a predecessor of the Corporation. The indemnification andpayment or reimbursement of expenses provided in these Bylaws shall not be deemed exclusive of orlimit in any way other rights to which any person seeking indemnification or payment orreimbursement of expenses may be or may become entitled under any bylaw, regulation, insurance,agreement or otherwise.          Neither the amendment nor repeal of this Article, nor the adoption or amendment of any otherprovision of the Bylaws or charter of the Corporation inconsistent with this Article, shall apply
20

 
to or affect in any respect the applicability of the preceding paragraph with respect to anyact or failure to act which occurred prior to such amendment, repeal or adoption.**ARTICLE XIII****WAIVER OF NOTICE**          Whenever any notice of a meeting is required to be given pursuant to the charter of theCorporation or these Bylaws or pursuant to applicable law, a waiver thereof in writing, signed bythe person or persons entitled to such notice, whether before or after the time stated therein,shall be deemed equivalent to the giving of such notice. Neither the business to be transacted atnor the purpose of any meeting need be set forth in the waiver of notice, unless specificallyrequired by statute. The attendance of any person at any meeting shall constitute a waiver ofnotice of such meeting, except where such person attends a meeting for the express purpose ofobjecting to the transaction of any business on the ground that the meeting is not lawfully calledor convened.**ARTICLE XIV****AMENDMENT OF BYLAWS**          The Board of Directors shall have the exclusive power to adopt, alter or repeal any provisionof these Bylaws and to make new Bylaws.***THIS IS TO CERTIFY:     That I am the duly elected, qualified and acting Secretary of BioMed Realty Trust, Inc. andthat the foregoing Bylaws were adopted as the Bylaws of the Corporation as of October 29, 2008 bythe Board of Directors of the Corporation.Dated: October 29, 2008         By:                        /s/ GARY A. KREITZER    Gary A. Kreitzer, Secretary       
21