**Exhibit 3.1**

**SUNSTONE HOTEL INVESTORS, INC.**

**AMENDED AND RESTATED**

**BYLAWS**

**ARTICLE I**

**OFFICES**

Section 1.1Principal Office. The principal office of the Corporation in the State of Maryland shall be located at such place as provided in the charter of the Corporation or as the Board of Directors may otherwise designate. 

Section 1.2 Additional Offices. The Corporation may have additional offices, including a principal executive office, at such places as theBoard of Directors may from time to time determine or the business of the Corporation may require. 

**ARTICLE II**

**MEETINGS OF STOCKHOLDERS**

Section 2.1 Place. All meetings of stockholders shall be held at the principal executive office of the Corporation or at such other place as shall be set by the Board of Directors and stated in the notice of the meeting.

Section 2.2 Annual Meeting. An annual meeting of the stockholders for the election of directors and the transaction of anybusiness within the powers of the Corporation shall be held on a date and at the time set by the Board of Directors during the month of May in each year. 

Section 2.3 Special Meetings. 

(a) General. The chairman of the board, president, chiefexecutive officer or Board of Directors may call a special meeting of the stockholders. Subject to subsection (b) of this Section 2.3, a special meeting of stockholders shall also be called by the secretary of the Corporation upon thewritten request of stockholders entitled to cast not less than a majority of all the votes entitled to be cast at such meeting. 

(b) Stockholder Requested Special Meetings. 

(i) Any stockholder of record seeking to have stockholders request a special meeting shall, by sending written notice to the secretary(the “Record Date Request Notice”) by registered mail, return receipt requested, request the Board of Directors to fix a record date to determine the stockholders entitled to request a special meeting (the “Request Record Date”).The Record Date Request Notice shall set forth the purpose of the meeting and the matters proposed to be acted on at it, shall be signed by one or more stockholders of record as of the date of signature (or their agents duly authorized in a writingaccompanying the Record Date Request Notice), shall bear the date of signature of each such stockholder (or such agent) and shall set forth all information relating to each such stockholder that must be disclosed in solicitations of proxies forelection of directors in an election contest (even if an election contest is not involved), or is otherwise required, in each case pursuant to Regulation 14A (or any successor provision) under the Securities Exchange Act of 1934, as amended (the“Exchange Act”). Upon receiving the Record Date Request Notice, the Board of Directors may fix a Request Record Date. The Request Record Date shall not precede and shall not be more than ten days after the close of business on the date onwhich the resolution fixing the Request Record Date is adopted by the Board of Directors. If the Board of Directors, within ten days after the date on which a valid Record Date Request Notice is received, fails to adopt a resolution fixing theRequest Record Date, the Request Record Date shall be the close of business on the tenth day after the first date on which the Record Date Request Notice is received by the secretary. 

(ii) In order for any stockholder to request a special meeting, one or more written requests for a special meeting signed by stockholdersof record (or their agents duly authorized in a writing accompanying the request) as of the Request Record Date entitled to cast not less than a majority (the “Special Meeting Percentage”) of all of the votes entitled to be cast at suchmeeting (the “Special Meeting Request”) shall be delivered to the secretary. In addition, the Special Meeting Request (A) shall set forth the purpose of the meeting and the matters proposed to be acted on at it (which shall be limitedto those lawful matters set forth in the Record Date Request Notice received by the secretary), (B) shall bear the date of signature of each such stockholder (or such agent) signing the Special Meeting Request, (C) shall set forth the nameand address, as they appear in the Corporation’s books, of each stockholder signing such request (or on whose behalf the Special Meeting Request is signed), the class, series and number of all shares of stock of the Corporation which are ownedby each such stockholder, and the nominee holder for, and number of, shares owned by such stockholder beneficially but not of record, (D) shall be sent to the secretary by registered mail, return receipt requested, and (E) shall bereceived by the secretary within 60 days after the Request Record Date. Any requesting stockholder (or agent duly authorized in a writing accompanying the revocation or the Special Meeting Request) may revoke his, her or its request for a specialmeeting at any time by written revocation delivered to the secretary. 

 

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(iii) The secretary shall inform the requesting stockholders of the reasonably estimatedcost of preparing and mailing the notice of meeting (including the Corporation’s proxy materials). The secretary shall not be required to call a special meeting upon stockholder request and such meeting shall not be held unless, in addition tothe documents required by paragraph (ii) of this Section 2.3(b), the secretary receives payment of such reasonably estimated cost prior to the mailing of any notice of the meeting. 

(iv) Except as provided in the next sentence, any special meeting shall be held atsuch place, date and time as may be designated by the chairman of the board, chief executive officer, president or Board of Directors, whoever has called the meeting. In the case of any special meeting called by the secretary upon the request ofstockholders (a “Stockholder Requested Meeting”), such meeting shall be held at such place, date and time as may be designated by the Board of Directors; provided, however, that the date of any Stockholder Requested Meeting shall benot more than 90 days after the record date for such meeting (the “Meeting Record Date”); and providedfurther that if the Board of Directors fails to designate, within ten days after the date that a valid Special MeetingRequest is actually received by the secretary (the “Delivery Date”), a date and time for a Stockholder Requested Meeting, then such meeting shall be held at 2:00 p.m. local time on the 90th day after the Meeting Record Date or, if such 90th day is not a Business Day (asdefined below), on the first preceding Business Day; and providedfurther that in the event that the Board of Directors fails to designate a place for a Stockholder Requested Meeting within ten days after the Delivery Date, then suchmeeting shall be held at the principal executive office of the Corporation. In fixing a date for any special meeting, the chairman of the board, chief executive officer, president or Board of Directors may consider such factors as he, she or itdeems relevant within the good faith exercise of business judgment, including, without limitation, the nature of the matters to be considered, the facts and circumstances surrounding any request for the meeting and any plan of the Board of Directorsto 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 Meeting Record Date that is a date within 30 days after the Delivery Date, then the close of business on the30th day after the Delivery Date shall be the Meeting Record Date. The Board of Directors may revoke the notice for any Stockholder RequestedMeeting in the event that the requesting stockholders fail to comply with the provisions of paragraph (iii) of this Section 2.3(b). 

(v) If written revocations of requests for the special meeting have been delivered to the secretary and the result is that stockholders of record (or their agents duly authorized in writing), as of the Request RecordDate, entitled to cast less than the Special Meeting Percentage have delivered, and not revoked, requests for a special meeting to the secretary, the secretary shall: (A) if 

 

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the notice of meeting has not already been mailed, refrain from mailing the notice of the meeting and send to all requesting stockholders who have notrevoked such requests written notice of any revocation of a request for the special meeting, or (B) if the notice of meeting has been mailed and if the secretary first sends to all requesting stockholders who have not revoked requests for aspecial meeting written notice of any revocation of a request for the special meeting and written notice of the secretary’s intention to revoke the notice of the meeting, revoke the notice of the meeting at any time before ten days before thecommencement of the meeting. Any request for a special meeting received after a revocation by the secretary of a notice of a meeting shall be considered a request for a new special meeting. 

(vi) The chairman of the board, chief executive officer, president or Board of Directors may appoint regionally or nationally recognizedindependent inspectors of elections to act as the agent of the Corporation for the purpose of promptly performing a ministerial review of the validity of any purported Special Meeting Request received by the secretary. For the purpose of permittingthe inspectors to perform such review, no such purported request shall be deemed to have been delivered to the secretary until the earlier of (A) five Business Days after receipt by the secretary of such purported request and (B) such dateas the independent inspectors certify to the Corporation that the valid requests received by the secretary represent at least a majority of the issued and outstanding shares of stock that would be entitled to vote at such meeting. Nothing containedin this paragraph (vi) shall in any way be construed to suggest or imply that the Corporation or any stockholder shall not be entitled to contest the validity of any request, whether during or after such five Business Day period, or to take anyother action (including, without limitation, the commencement, prosecution or defense of any litigation with respect thereto, and the seeking of injunctive relief in such litigation). 

(vii) For purposes of these Bylaws, “Business Day” shall mean any day other than a Saturday, a Sunday or a day on which bankinginstitutions in the State of California are authorized or obligated by law or executive order to close. 

Section 2.4 Notice.Not less than ten nor more than 90 days before each meeting of stockholders, the secretary shall give to each stockholder entitled to vote at such meeting and to each stockholder not entitled to vote who is entitled to notice of the meeting writtenor printed notice stating the time and place of the meeting and, in the case of a special meeting or as otherwise may be required by any statute, the purpose for which the meeting is called, either by mail, by presenting it to such stockholderpersonally, by leaving it at the stockholder’s residence or usual place of business or by any other means permitted by Maryland law. If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed to thestockholder at the stockholder’s address as it appears on the records of the Corporation, with postage thereon prepaid. 

 

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Subject to Section 2.11(a) of this Article II, any business of the Corporation may be transacted atan annual meeting of stockholders without being specifically designated in the notice, except such business as is required by any statute to be stated in such notice. No business shall be transacted at a special meeting of stockholders except asspecifically designated in the notice. 

Section 2.5 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 the absence of such appointment, by the chairman of the board or, in the case of a vacancy in the office or absence of the chairman of the board, by one of thefollowing officers present at the meeting: the vice chairman of the board, if there is one, the president, the vice presidents in their order of rank and seniority, or, in the absence of such officers, a chairman chosen by the stockholders by thevote of a majority of the votes cast by stockholders present in person or by proxy. The secretary, or, in the secretary’s absence, an assistant secretary, or in the absence of both the secretary and assistant secretaries, a person appointed bythe Board of Directors or, in the absence of such appointment, a person appointed by the chairman of the meeting shall act as secretary. In the event that the secretary presides at a meeting of the stockholders, an assistant secretary, or in theabsence of assistant secretaries, an individual appointed by the Board of Directors or the chairman of the meeting, shall record the minutes of the meeting. The order of business and all other matters of procedure at any meeting of stockholdersshall be determined by the chairman of the meeting. The chairman of the meeting may prescribe such rules, regulations and procedures and take such action as, in the discretion of such chairman, are appropriate for the proper conduct of the meeting,including, without limitation, (A) restricting admission to the time set for the commencement of the meeting; (B) limiting attendance at the meeting to stockholders of record of the Corporation, their duly authorized proxies and other suchindividuals as the chairman of the meeting may determine; (C) limiting participation at the meeting on any matter to stockholders of record of the Corporation entitled to vote on such matter, their duly authorized proxies and other suchindividuals as the chairman of the meeting may determine; (D) limiting the time allotted to questions or comments by participants; (E) determining when the polls should be opened and closed; (F) maintaining order and security at themeeting; (G) removing any stockholder or any other individual who refuses to comply with meeting procedures, rules or guidelines as set forth by the chairman of the meeting; and (H) concluding a meeting or recessing or adjourning themeeting to a later date and time and at a place announced at the meeting. Unless otherwise determined by the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

 

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Section 2.6 Quorum. At any meeting of stockholders, the presence in person or by proxy ofstockholders entitled to cast a majority of all the votes entitled to be cast at such meeting on any matter shall constitute a quorum; but this section shall not affect any requirement under any statute or the charter of the Corporation for the votenecessary for the adoption of any measure. If, however, such quorum shall not be present at any meeting of the stockholders, the chairman of the meeting shall have the power to adjourn the meeting from time to time to a date not more than 120 daysafter the original record date without notice other than announcement at the meeting. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originallynotified. 

The stockholders present either in person or by proxy, at a meeting which has been duly called and convened, may continue totransact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. 

Section 2.7Voting. A plurality of all the votes cast at a meeting of stockholders duly called and at which a quorum is present shall be sufficient to elect a director.****Each share may be voted for as many individuals as there are directors to beelected and for whose election the share is entitled to be voted. A majority of the votes cast at a meeting of stockholders duly called and at which a quorum is present shall be sufficient to approve any other matter which may properly come beforethe meeting, unless more than a majority of the votes cast is required by statute or by the charter of the Corporation. Unless otherwise provided by statute or by the charter, each outstanding share, regardless of class, shall be entitled to onevote on each matter submitted to a vote at a meeting of stockholders. Voting on any question or in any election may be viva voce unless the chairman of the meeting shall order that voting be by ballot. 

Section 2.8 Proxies. A stockholder may cast the votes entitled to be cast by the shares of stock owned of record by the stockholder in personor by proxy executed by the stockholder or by the stockholder’s duly authorized agent in any manner permitted by law. Such proxy or evidence of authorization of such proxy shall be filed with the secretary of the Corporation before or at themeeting. No proxy shall be valid more than eleven months after its date unless otherwise provided in the proxy. 

 

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Section 2.9 Voting Of Stock By Certain Holders. Stock of the Corporation registered in thename of a corporation, partnership, trust or other entity, if entitled to be voted, may be voted by the president or a vice president, a general partner or trustee thereof, as the case may be, or a proxy appointed by any of the foregoingindividuals, unless some other person who has been appointed to vote such stock pursuant to a bylaw or a resolution of the governing body of such corporation or other entity or agreement of the partners of a partnership presents a certified copy ofsuch bylaw, resolution or agreement, in which case such person may vote such stock. Any director or other fiduciary may vote stock registered in his or her name as such fiduciary, either in person or by proxy. 

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

The Board of Directors may adopt by resolution a procedure by which a stockholder may certify in writing to the Corporation that anyshares of stock registered in the name of the stockholder are held for the account of a specified person other than the stockholder. The resolution shall set 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; if the certification is with respect to a record date or closing of the stock transfer books, the time after the record date or closing of the stocktransfer books within which the certification must be received by the Corporation; and any other provisions with respect to the procedure which the Board of Directors considers necessary or desirable. On receipt of such certification, the personspecified in the certification shall be regarded as, for the purposes set forth in the certification, the stockholder of record of the specified stock in place of the stockholder who makes the certification. 

Section 2.10 Inspectors. The Board of Directors, in advance of any meeting, may, but need not, appoint one or more individual inspectors orone or more entities that designate individuals as inspectors to act at the meeting or any adjournment thereof. If an inspector or inspectors are not appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors.In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the Board of Directors in advance of the meeting or at the meeting by the chairman of the meeting. The inspectors, ifany, shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear anddetermine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to allstockholders. Each such report shall be in writing and signed by him or her or by a majority of them if 

 

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there is more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors.The report of the inspector or inspectors on the number of shares represented at the meeting and the results of the voting shall be primafacie evidence thereof. 

Section 2.11 Advance Notice of Stockholder Nominees For Director and Other Stockholder Proposals. 

(a) Annual Meetings of Stockholders. 

(i) Nominations of individuals for election to the Board of Directors and the proposal of other business to be considered by the stockholders may be made at an annual meeting of stockholders (A) pursuant to theCorporation’s notice of meeting, (B) by or at the direction of the Board of Directors or (C) by any stockholder of the Corporation who was a stockholder of record both at the time of giving of notice by the stockholder as provided forin this Section 2.11(a) and at the time of the annual meeting, who is entitled to vote at the meeting and who has complied with this Section 2.11(a). 

(ii) For nominations or other business to be properly brought before an annualmeeting by a stockholder pursuant to clause (C) of paragraph (a)(i) of this Section 2.11, the stockholder must have given timely notice thereof in writing to the secretary of the Corporation and such other business must otherwise be aproper matter for action by the stockholders. To be timely, a stockholder’s notice shall set forth all information required under this Section 2.11 and shall be delivered to the secretary at the principal executive office of theCorporation not earlier than the 150th day nor later than 5:00 p.m., Pacific Time, on the 120th day prior to the first anniversary of the date of mailing of the notice for the preceding year’s annual meeting; provided, however, that in the event that the date of theannual meeting is advanced or delayed by more than 30 days from the first anniversary of the date of the preceding year’s annual meeting, notice by the stockholder to be timely must be so delivered not earlier than the 150th day prior to the date of such annual meeting and not later than 5:00 p.m., Pacific Time, on the later of the 120th day prior to the date of such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made. The public announcement of apostponement or adjournment of an annual meeting shall not commence a new time period for the giving of a stockholder’s notice as described above. Such stockholder’s notice shall set forth (A) as to each individual whom thestockholder proposes to nominate for election or reelection as a director, (1) the name, age, business address and residence address of such individual, (2) the class, series and number of any shares of stock of the Corporation that arebeneficially owned by such individual, (3) the date such shares were acquired and the investment intent of such acquisition and (4) all other information relating to such individual that is required to be disclosed in solicitations ofproxies for election of directors in an 

 

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election contest (even if an election contest is not involved), or is otherwise required, in each case pursuant to Regulation 14A (or any successorprovision) under the Exchange Act and the rules thereunder (including such individual’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected); (B) as to any other business that thestockholder proposes to bring before the meeting, a description of such business, the reasons for proposing such business at the meeting and any material interest in such business of such stockholder and any Stockholder Associated Person (as definedbelow), individually or in the aggregate, including any anticipated benefit to the stockholder and the Stockholder Associated Person therefrom; (C) as to the stockholder giving the notice and any Stockholder Associated Person, the class, seriesand number of all shares of stock of the Corporation which are owned by such stockholder and by such Stockholder Associated Person, if any, and the nominee holder for, and number of, shares owned beneficially but not of record by such stockholderand by any such Stockholder Associated Person; (D) as to the stockholder giving the notice and any Stockholder Associated Person covered by clauses (B) or (C) of this paragraph (ii) of this Section 2.11(a), the name andaddress of such stockholder, as they appear on the Corporation’s stock ledger and current name and address, if different, and of such Stockholder Associated Person; and (E) to the extent known by the stockholder giving the notice, the nameand address of any other stockholder supporting the nominee for election or reelection as a director or the proposal of other business on the date of such stockholder’s notice. 

(iii) Notwithstanding anything in this subsection (a) of this Section 2.11 to the contrary, in the event the Board of Directorsincreases or decreases the maximum or minimum number of directors in accordance with Section 3.2 of these Bylaws, and there is no public announcement of such action at least 130 days prior to the first anniversary of the date of mailing of thenotice of the preceding year’s annual meeting, a stockholder’s notice required by this Section 2.11(a) shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall bedelivered to the secretary at the principal executive office of the Corporation not later than 5:00 p.m., Pacific Time, on the tenth day following the day on which such public announcement is first made by the Corporation. 

(iv) For purposes of this Section 2.11, “Stockholder Associated Person” of any stockholder shall mean (A) any personcontrolling, directly or indirectly, or acting in concert with, such stockholder, (B) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder and (C) any person controlling, controlledby or under common control with such Stockholder Associated Person. 

 

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(b) Special Meetings of Stockholders. Onlysuch business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of individuals for election to the Board of Directors may be madeat a special meeting of stockholders at which directors are to be elected (i) pursuant to the Corporation’s notice of meeting, (ii) by or at the direction of the Board of Directors or (iii) provided that the Board of Directorshas determined that directors shall be elected at such special meeting, by any stockholder of the Corporation who is a stockholder of record both at the time of giving of notice provided for in this Section 2.11 and at the time of the specialmeeting, who is entitled to vote at the meeting and who complied with the notice procedures set forth in this Section 2.11. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individualsto the Board of Directors, any such stockholder may nominate an individual or individuals (as the case may be) for election as a director as specified in the Corporation’s notice of meeting, if the stockholder’s notice required byparagraph (ii) of this Section 2.11(a) shall be delivered to the secretary at the principal executive office of the Corporation not earlier than the 120th day prior to such special meeting and not later than 5:00 p.m**.**, Pacific Time on the later of the 90th dayprior to such special meeting or the tenth day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. The publicannouncement of a postponement or adjournment of a special meeting shall not commence a new time period for the giving of a stockholder’s notice as described above. 

(c) General. 

(i) Upon written request by the secretary or the Board of Directors orany committee thereof, any stockholder proposing a nominee for election as a director or any proposal for other business at a meeting of stockholders shall provide, within five Business Days of delivery of such request (or such other period as maybe specified in such request), written verification, satisfactory, in the discretion of the Board of Directors or any committee thereof or any authorized officer of the Corporation, to demonstrate the accuracy of any information submitted by thestockholder pursuant to this Section 2.11. If a stockholder fails to provide such written verification within such period, the information as to which written verification was requested may be deemed not to have been provided in accordance withthis Section 2.11. 

(ii) Only such individuals who are nominated in accordance with this Section 2.11 shall beeligible for election by stockholders as directors, and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with this Section 2.11. The chairman of the meeting shallhave the power to determine whether a nomination or any other business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with this Section 2.11. 

 

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(iii) For purposes of this Section 2.11, (A) the “date of mailing of thenotice” shall mean the date of the proxy statement for the solicitation of proxies for election of directors and (B) “public announcement” shall mean disclosure (1) in a press release reported by the Dow Jones News Service,Associated Press, Business Wire, PR Newswire or comparable news service or (2) in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to the Exchange Act. 

(iv) Notwithstanding the foregoing provisions of this Section 2.11, a stockholder shall also comply with all applicable requirementsof state law and of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 2.11. Nothing in this Section 2.11 shall be deemed to affect any right of a stockholder to requestinclusion of a proposal in, nor the right of the Corporation to omit a proposal from, the Corporation’s proxy statement pursuant to Rule 14a-8 (or any successor provision) under the Exchange Act. 

Section 2.12 Telephone Meetings. The Board of Directors or chairman of the meeting may permit stockholders to participate in meetings of thestockholders by means of a conference telephone or other communications equipment by which all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means constitutes presence in person at themeeting. 

Section 2.13 Stockholders’ Consent In Lieu Of Meeting. Any action required or permitted to be taken at anymeeting of stockholders may be taken without a meeting (a) if a unanimous consent setting forth the action is given in writing or by electronic transmission by each stockholder entitled to vote on the matter and filed with the minutes ofproceedings of the stockholders, (b) if the action is advised, and submitted to the stockholders for approval, by the Board of Directors and a consent in writing or by electronic transmission of stockholders entitled to cast not less than theminimum number of votes that would be necessary to authorize or take the action at a meeting of stockholders is delivered to the Corporation in accordance with the MGCL or (c) in any manner set forth in the terms of any class of series ofpreferred stock of the Corporation. The Corporation shall give notice of any action taken by less than unanimous consent to each stockholder not later than ten days after the effective time of such action. 

Section 2.14 Control Share Acquisition Act.****Notwithstanding any other provision of the charter of the Corporation or these Bylaws,Title 3, Subtitle 7 of the Maryland General Corporation Law (or any successor statute) shall not apply to any acquisition by any person of shares of stock of the Corporation. Any amendment, alteration or repeal of this section shall bevalid only if approved by the affirmative vote of a majority of votes cast by stockholders entitled to vote generally in the election of directors. 

 

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Section 2.15 Business Combination Act. The Board of Directors has adopted a resolutionexempting all business combinations between the Corporation and any person from the provisions of Title 3, Subtitle 6 of the Maryland General Corporation Law (or any successor statute). Pursuant to such resolution, any rescission, amendment,alteration or repeal of such resolution by the Board of Directors shall be valid only if approved by the affirmative vote of a majority of votes cast by stockholders entitled to vote generally in the election of directors. Any amendment, alterationor repeal of this section shall be valid only if approved by the affirmative vote of a majority of votes cast by stockholders entitled to vote generally in the election of directors. 

**ARTICLE III**

**DIRECTORS**

Section 3.1 General Powers. The business and affairs of the Corporation shall be managed under the direction of its Board of Directors.

******Section 3.2 Number, Tenure And Qualifications. At any regular meeting or at any special meeting called for thatpurpose, 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 less than the minimum number required by the Maryland General Corporation Law, nor morethan 15, and further provided that the tenure of office of a director shall not be affected by any decrease in the number of directors.******

Section 3.3 Annual And Regular Meetings. An annual meeting of the Board of Directors shall be held immediately after and at the same place as the annual meeting of stockholders, no notice other than thisBylaw being necessary. In the event such meeting is not so held, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors. The Board of Directorsmay provide, by resolution, the time and place for the holding of regular meetings of the Board of Directors without other notice than such resolution. 

Section 3.4 Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the chairman of the board, the chief executive officer, the president or by a majority of thedirectors then in office. The person or persons authorized to call special meetings of the Board of Directors may fix any place as the place for holding any special meeting of the Board of Directors called by them. The Board of Directors mayprovide, by resolution, the time and place for the holding of special meetings of the Board of Directors without other notice than such resolution. 

 

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Section 3.5 Notice. Notice of any special meeting of the Board of Directors shall bedelivered personally or by telephone, electronic mail, facsimile transmission, United States mail or courier to each director at his or her business or residence address. Notice by personal delivery, telephone, electronic mail or facsimiletransmission shall be given at least 24 hours prior to the meeting. Notice by United States mail shall be given at least three days prior to the meeting. Notice by courier shall be given at least two days prior to the meeting. Telephone notice shallbe deemed to be given when the director or his or her agent is personally given such notice in a telephone call to which the director or his or her agent is a party. Electronic mail notice shall be deemed to be given upon transmission of the messageto the electronic mail address given to the Corporation by the director. Facsimile transmission notice shall be deemed to be given upon completion of the transmission of the message to the number given to the Corporation by the director and receiptof a completed answer-back indicating receipt. Notice by United States mail shall be deemed to be given when deposited in the United States mail properly addressed, with postage thereon prepaid. Notice by courier shall be deemed to be given whendeposited with or delivered to a courier properly addressed. Neither the business to be transacted at, nor the purpose of, any annual, regular or special meeting of the Board of Directors need be stated in the notice, unless specifically required bystatute or these Bylaws. 

Section 3.6 Quorum. A majority of the directors shall constitute a quorum for transaction of businessat any meeting of the Board of Directors, provided that, if less than a majority of such directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice, and providedfurther that if, pursuant to applicable law, the charter of the Corporation or these Bylaws, the vote of a majority of a particular group of directors is required for action, a quorum must also include a majority of such group. 

The directors present at a meeting which has been duly called and convened may continue to transact business until adjournment, notwithstanding thewithdrawal of enough directors to leave less than a quorum. 

Section 3.7 Voting. The action of the majority of the directorspresent at a meeting at which a quorum is present shall be the action of the Board of Directors, unless the concurrence of a greater proportion is required for such action by applicable law, the charter or these Bylaws. If enough directors havewithdrawn from a meeting to leave less than a quorum but the meeting is not adjourned, the action of the majority of that number of directors necessary to constitute a quorum at such meeting shall be the action of the Board of Directors, unless theconcurrence of a greater proportion is required for such action by applicable law, the charter or these Bylaws. 

 

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Section 3.8 Organization. At each meeting of the Board of Directors, the chairman of theboard or, in the absence of the chairman, the vice chairman of the board, if any, shall act as chairman of the meeting. In the absence of both the chairman and vice chairman of the board, the chief executive officer or in the absence of the chiefexecutive officer, the president or in the absence of the president, a director chosen by a majority of the directors present, shall act as chairman of the meeting. The secretary or, in his or her absence, an assistant secretary of the Corporation,or in the absence of the secretary and all assistant secretaries, a person appointed by the Chairman, shall act as secretary of the meeting. 

Section 3.9 Telephone Meetings. Directors may participate in a meeting by means of a conference telephone or other communications equipment if all persons participating in the meeting can hear each other at the same time.Participation in a meeting by these means shall constitute presence in person at the meeting. 

Section 3.10 Consent By DirectorsWithout A Meeting. Any action required or permitted to be taken at any meeting 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 director and is filedwith the minutes of proceedings of the Board of Directors. 

Section 3.11 Vacancies. If for any reason any or all the directorscease to be directors, such event shall not terminate the Corporation or affect these Bylaws or the powers of the remaining directors hereunder (even if fewer than three directors remain). Except as may be provided by the Board of Directors insetting the terms of any class or series of preferred stock, any vacancy on the Board of Directors may be filled only by a majority of the remaining directors, even if the remaining directors do not constitute a quorum. Any director elected to filla vacancy shall serve until the next annual meeting of stockholders and until a successor is elected and qualifies. 

Section 3.12Compensation. Directors shall not receive any stated salary for their services as directors but, by resolution of the Board of Directors, may receive compensation per year and/or per meeting and/or per visit to real property or otherfacilities owned or leased by the 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 special meeting of the Board ofDirectors or of any committee thereof and for their expenses, if any, in connection with each property visit and any other service or activity they performed or engaged in as directors; but nothing herein contained shall be construed to preclude anydirectors from serving the Corporation in any other capacity and receiving compensation therefor. 

 

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Section 3.13 Loss Of Deposits. No director shall be liable for any loss which may occur byreason of the failure of the bank, trust company, savings and loan association, or other institution with whom moneys or stock have been deposited. 

Section 3.14 Surety Bonds. Unless required by law, no director shall be obligated to give any bond or surety or other security for the performance of any of his or her duties. 

Section 3.15 Reliance. Each director, officer, employee and agent of the Corporation shall, in the performance of his or her duties withrespect to the Corporation, be fully justified and protected with regard to any act or failure to act in reliance in good faith upon the books of account or other records of the Corporation, upon an opinion of counsel or upon reports made to theCorporation by any of its officers or employees or by the adviser, accountants, appraisers or other experts or consultants selected by the Board of Directors or officers of the Corporation, regardless of whether such counsel or expert may also be adirector. 

Section 3.16 Certain Rights Of Directors, Officers, Employees And Agents. The directors shall have no responsibilityto 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 or in a capacity as an affiliate, employee, or agent of any other person, or otherwise, mayhave business interests and engage in business activities similar to, in addition to or in competition with those of or relating to the Corporation. 

**ARTICLE IV**

**COMMITTEES**

Section 4.1 Number, Tenure And Qualifications. The Board of Directors may appoint from among its members an Executive Committee, an Audit Committee, a Compensation Committee, a Nominating and CorporateGovernance Committee and other committees, composed of one or more directors, to serve at the pleasure of the Board of Directors. 

Section 4.2 Powers. The Board of Directors may delegate to committees appointed under Section 1 of this Article any of the powers of the Board of Directors, except as prohibited by law. 

 

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Section 4.3 Meetings. Notice of committee meetings shall be given in the same manner asnotice for special meetings of the Board of Directors. A majority of the members of the committee shall constitute a quorum for the transaction of business at any meeting of the committee. The act of a majority of the committee members present at ameeting shall be the act of such committee. The Board of Directors may designate a chairman of any committee, and such chairman or, in the absence of a chairman, any two members of any committee (if there are at least two members of the Committee)may fix the time and place of its meeting unless the Board shall otherwise provide. In the absence of any member of any such committee, the members thereof present at any meeting, whether or not they constitute a quorum, may appoint another directorto act in the place of such absent member. Each committee shall keep minutes of its proceedings. 

Section 4.4 TelephoneMeetings. Members of a committee of the Board of Directors may participate in a meeting by means of a conference telephone or other communications equipment if all persons participating in the meeting can hear each other at the same time.Participation in a meeting by these means shall constitute presence in person at the meeting. 

Section 4.5 Consent By CommitteesWithout A Meeting. Any action required or permitted to 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 memberof the committee and is filed with the minutes of proceedings of such committee. 

Section 4.6 Vacancies. Subject to theprovisions hereof, the Board of Directors shall have the power at any time to change the membership of any committee, to fill all vacancies, to designate alternate members to replace any absent or disqualified member or to dissolve any suchcommittee. 

**ARTICLE V**

**OFFICERS**

Section 5.1 General Provisions. The officers of the Corporation shall include a president, asecretary and a treasurer and may include a chairman of the board, a vice chairman of the board, a chief executive officer, one or more vice presidents, a chief operating officer, a chief financial officer, a chief investment officer and one or moreassistant secretaries and one or more assistant treasurers. In addition, the Board of Directors may from time to time elect such other officers with such powers and duties as they shall deem necessary or desirable. The officers of the Corporationshall be elected annually by the Board of Directors, except that the chief executive officer or 

 

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president may from time to time appoint one or more vice presidents, assistant secretaries and assistant treasurers or other officers. Each officer shallhold office until his or her successor is elected and qualifies or until his or her death, or his or her resignation or removal in the manner hereinafter provided. Any two or more offices except president and vice president may be held by the sameperson. Election of an officer or agent shall not of itself create contract rights between the Corporation and such officer or agent. 

Section 5.2 Removal And Resignation. Any officer or agent of the Corporation may be removed, with or without cause, by the Board of Directors if in its judgment the best interests of the Corporation would be served thereby, butsuch removal shall be without prejudice to the contract rights, if any, of the person so removed. Any officer of the Corporation may resign at any time by giving written notice of his or her resignation to the Board of Directors, the chairman of theboard, the president or the secretary. Any resignation shall take effect immediately upon its receipt or at such later time specified in the notice of resignation. The acceptance of a resignation shall not be necessary to make it effective unlessotherwise stated in the resignation. Such resignation shall be without prejudice to the contract rights, if any, of the Corporation. 

Section 5.3 Vacancies. A vacancy in any office may be filled by the Board of Directors for the balance of the term. 

Section 5.4 Chief Executive Officer. The Board of Directors may designate a chief executive officer. In the absence of such designation, the chairman of the board shall be the chief executive officer of the Corporation. Thechief executive officer shall have general responsibility for implementation of the policies of the Corporation, as determined by the Board of Directors, and for the management of the business and affairs of the Corporation. He or she may executeany deed, mortgage, bond, contract or other instrument, except in cases where the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or shall be required bylaw to be otherwise executed; and in general shall perform all duties incident to the office of chief executive officer and such other duties as may be prescribed by the Board of Directors from time to time. 

Section 5.5 Chief Operating Officer. The Board of Directors may designate a chief operating officer. The chief operating officer shall havethe responsibilities and duties as set forth by the Board of Directors or the chief executive officer. 

Section 5.6 Chief FinancialOfficer. The Board of Directors may designate a chief financial officer. The chief financial officer shall have the responsibilities and duties as set forth by the Board of Directors or the chief executive officer. 

 

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Section 5.7 Chairman Of The Board. The Board of Directors shall designate a chairman of theboard. The chairman of the board shall preside over the meetings of the Board of Directors and of the stockholders at which he shall be present. The chairman of the board shall perform such other duties as may be assigned to him or her by the Boardof Directors. 

Section 5.8 President. In the absence of a chief executive officer, the president shall in general supervise andcontrol all of the business and affairs of the Corporation. In the absence of a designation of a chief operating officer by the Board of Directors, the president shall be the chief operating officer. He or she may execute any deed, mortgage, bond,contract or other instrument, except in cases where the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or shall be required by law to be otherwiseexecuted; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors from time to time. 

Section 5.9 Chief Investment Officer. The Board of Directors may designate a chief investment officer. The chief investment officer shallhave the responsibilities and duties as set forth by the Board of Directors or the chief executive officer. 

Section 5.10 VicePresidents. In the absence of the president or in the event of a vacancy 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, inthe absence of any designation, then in the order of their election) shall perform the duties of the president and when so acting shall have all the powers of and be subject to all the restrictions upon the president; and shall perform such otherduties as from time to time may be assigned to such vice president by the president or by the Board of Directors. The Board of Directors may designate one or more vice presidents as executive vice president, senior vice president, or as vicepresident for particular areas of responsibility. 

Section 5.11 Secretary. The secretary shall (a) keep the minutes of theproceedings of the stockholders, the Board of Directors and committees of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or asrequired by law; (c) be custodian of the corporate records and of the seal of the Corporation; (d) keep a register of the post office address of each stockholder which shall be furnished to the secretary by such stockholder; (e) havegeneral charge of the stock transfer books of the Corporation; and (f) in general perform such other duties as from time to time may be assigned to him by the chief executive officer, the president or by the Board of Directors. 

 

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Section 5.12 Treasurer. The treasurer shall have the custody of the funds and securities ofthe Corporation and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in suchdepositories as may be designated by the Board of Directors. In the absence of a designation of a chief financial officer by the Board 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 of Directors, taking proper vouchers for such disbursements, andshall render to the president and Board of Directors, at the regular meetings of the Board of Directors or whenever it may so require, an account of all his or her transactions as treasurer and of the financial condition of the Corporation.

If required by the Board of Directors, the treasurer shall give the Corporation a bond in such sum and with such surety or sureties asshall be satisfactory to the Board of Directors for the faithful performance of the duties of his or her office and for the restoration to the Corporation, in case of his or her death, resignation, retirement or removal from office, of all books,papers, vouchers, moneys and other property of whatever kind in his or her possession or under his or her control belonging to the Corporation. 

Section 5.13 Assistant Secretaries And Assistant Treasurers. The assistant secretaries and assistant treasurers, in general, shall perform such duties as shall be assigned to them by the secretary or treasurer, respectively, orby the president or the Board of Directors. The assistant treasurers shall, if required by the Board of Directors, give bonds for the faithful performance of their duties in such sums and with such surety or sureties as shall be satisfactory to theBoard of Directors. 

Section 5.14 Salaries. The salaries and other compensation of the officers shall be fixed from time totime by the Board of Directors or determined by procedures approved from time to time by the Board of Directors and no officer shall be prevented from receiving such salary or other compensation by reason of the fact that he is also a director.

 

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**ARTICLE VI**

**CONTRACTS, LOANS, CHECKS AND DEPOSITS**

Section 6.1 Contracts. The Board of Directors,the Executive Committee or another committee of the Board of Directors within the scope of its delegated authority may authorize any officer or agent to enter into any contract or to execute and deliver any instrument in the name of and on behalf ofthe Corporation and such authority may be general or confined to specific instances. Any agreement, deed, mortgage, lease or other document shall be valid and binding upon the Corporation when duly authorized or ratified by action of the Board ofDirectors or the Executive Committee or such other committee and executed by an authorized person. 

Section 6.2 Checks AndDrafts. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or agent of the Corporation in such manner as shall from time totime be determined by the Board of Directors. 

Section 6.3 Deposits. All funds of the Corporation not otherwise employed shallbe deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may designate. 

**ARTICLE VII**

**STOCK**

Section 7.1 Certificates. The Corporation may issue some or all of the shares of any or all of the Corporation’s classes or series ofstock without certificates if authorized by the Board of Directors. In the event that the Corporation issues shares of stock represented by certificates, such certificates shall be in such form as prescribed by the Board of Directors or a dulyauthorized officer, shall contain the statements and information required by the MGCL and shall be signed by the officers of the Corporation in the manner permitted by the MGCL. In the event that the Corporation issues shares of stock withoutcertificates, to the extent then required by the MGCL, the Corporation shall provide to the record holders of such shares a written statement of the information required by the MGCL to be included on stock certificates. There shall be no differencesin the rights and obligations of stockholders based on whether or not their shares are represented by certificates. If a class or series of stock is authorized by the Board of Directors to be issued without certificates, no stockholder shall beentitled to a certificate or certificates representing any shares of such class or series of stock held by such stockholder unless otherwise determined by the Board of Directors and then only upon written request by such stockholder to the secretaryof the Corporation.****

 

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Section 7.2 Transfers. All transfers of stock shall be made on the books of the Corporation,by the holder of the shares, in person or by his or her attorney, in such manner as the Board of Directors or any officer of the Corporation may prescribe and, if such shares are certificated, upon surrender of certificates duly endorsed. Theissuance of a new certificate upon the transfer of certificated shares is subject to the determination of the Board of Directors that such shares shall no longer be represented by certificates. Upon the transfer of uncertificated shares, to theextent then required by the MGCL, the Corporation shall provide to record holders of such shares a written statement of the information required by the MGCL to be included on stock certificates. 

The Corporation shall be entitled to treat the holder of record of any share of stock as the holder in fact thereof and, accordingly, shall not be boundto recognize any equitable or other claim to or interest in such share or on the part of any other person, whether or not it shall have express 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 be subject in all respects to the charter of the Corporationand all of the terms and conditions contained therein. 

Section 7.3 Replacement Certificate. Any officer of the Corporation maydirect a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, destroyed, stolen or mutilated, upon the making of an affidavit of that fact by theperson claiming the certificate of stock to be lost, destroyed, stolen or mutilated; provided, however, if such shares have ceased to be certificated, no new certificate shall be issued unless requested in writing by such stockholder and the Boardof Directors has determined 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, shallbe required, as a condition precedent to the issuance of a new certificate or certificates, to give the Corporation a bond in such sums as it may direct as indemnity against any claim that may be made against the Corporation. 

 

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Section 7.4 Fixing Of Record Date. The Board of Directors may set, in advance, a record datefor the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or determining stockholders entitled to receive payment of any dividend or the allotment of any other rights, or in order to make adetermination of stockholders for any other proper purpose. Such date, in any case, shall not be prior to the close of business on the day the record date is fixed and shall be not more than 90 days and, in the case of a meeting of stockholders, notless than ten days, before the date on which the meeting or particular action requiring such determination of stockholders of record is to be held or taken. 

If no record date is fixed, (a) the record date for the determination of stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day on which the noticeof meeting is mailed or the 30th day before the meeting, whichever is the closer date to the meeting; and (b) the record date for the determination of stockholders entitled to receive payment of a dividend or an allotment of any other rightsshall be the close of business on the day on which the resolution of the directors, declaring the dividend or allotment of rights, is adopted, or as otherwise required by the MGCL. 

When a determination of stockholders entitled to vote at any meeting of stockholders has been made as provided in this section, such determination shallapply to any adjournment thereof, except when (i) the determination has been made through the closing of the transfer books and the stated period of closing has expired or (ii) the meeting is adjourned to a date more than 120 days afterthe record date fixed for the original meeting, in either of which case a new record date shall be determined as set forth herein. 

Section 7.5 Stock Ledger. The Corporation shall maintain at its principal office or at the office of its counsel, accountants or transfer agent, an original or duplicate share ledger containing the name and address of eachstockholder and the number of shares of each class held by such stockholder. 

Section 7.6 Fractional Stock; Issuance Of Units.The Board of Directors may issue fractional stock or provide for the issuance of scrip, all on such terms and under such conditions as they may determine. Notwithstanding any other provision of the charter or these Bylaws, the Board of Directors mayissue units consisting of different securities of the Corporation. Any security issued in a unit shall have the same characteristics as any identical securities issued by the Corporation, except that the Board of Directors may provide that for aspecified period securities of the Corporation issued in such unit may be transferred on the books of the Corporation only in such unit. 

 

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**ARTICLE VIII**

**ACCOUNTING YEAR**

The Board of Directors shall have the power, from time to time, to fix the fiscalyear of the Corporation by a duly adopted resolution. 

**ARTICLE IX**

**DISTRIBUTIONS**

Section 9.1 Authorization. Dividends and otherdistributions upon the stock of the Corporation may be authorized by the Board of Directors, subject to the provisions of law and the charter of the Corporation. Dividends and other distributions may be paid in cash, property or stock of theCorporation, subject to the provisions of law and the charter. 

Section 9.2 Contingencies. Before payment of any dividends orother distributions, there may be set aside out of any assets of the Corporation available for dividends or other distributions such sum or sums as the Board of Directors may from time to time, in its absolute discretion, think proper as a reservefund for contingencies, for equalizing dividends or other distributions, for repairing or maintaining any property of the Corporation or for such other purpose as the Board of Directors shall determine to be in the best interest of the Corporation,and the Board of Directors may modify or abolish any such reserve. 

**ARTICLE X**

**INVESTMENT POLICY**

Subject to theprovisions of the charter of the Corporation, the Board of Directors may from time to time adopt, amend, revise or terminate any policy or policies with respect to investments by the Corporation as it shall deem appropriate in its sole discretion.

**ARTICLE XI**

**SEAL**

Section 11.1 Seal. The Board of Directors may authorize the adoption of a seal by the Corporation. If adopted, the sealshall contain the name of the Corporation and the year of its incorporation and the words “Incorporated Maryland.” The Board of Directors may authorize one or more duplicate seals and provide for the custody thereof. 

 

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Section 11.2 Affixing Seal. Whenever the Corporation is permitted or required to affix itsseal to a document, it shall be sufficient to meet the requirements of any law, rule or regulation relating to a seal to place the word “(SEAL)” adjacent to the signature of the person authorized to execute the document on behalf of theCorporation. 

**ARTICLE XII**

**INDEMNIFICATION AND ADVANCE OF EXPENSES**

To the maximum extent permitted by Maryland law in effect from time to time, theCorporation shall indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, shall pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (a) any individual whois a present or former director or officer of the Corporation and who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity or (b) any individual who, while a director or officer of theCorporation and at the request of the Corporation, serves or has served as a director, officer, partner, trustee, employee or agent of such corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan or otherenterprise and who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity. The Corporation may, with the approval of its Board of Directors or any duly authorized committee thereof, provide suchindemnification and advance for expenses to a person who served a predecessor of the Corporation in any of the capacities described in (a) or (b) above and to any employee or agent of the Corporation or a predecessor of the Corporation.The indemnification and payment of expenses provided in these Bylaws shall not be deemed exclusive of or limit in any way other rights to which any person seeking indemnification or payment 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 anyother provision of the Bylaws or charter of the Corporation inconsistent with this Article, shall apply to or affect in any respect the applicability of the preceding paragraph with respect to any act or failure to act which occurred prior to suchamendment, repeal or adoption. 

 

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**ARTICLE XIII**

**WAIVER OF NOTICE**

Whenever any notice 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 by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of suchnotice. Neither the business to be transacted at nor the purpose of any meeting need be set forth in the waiver of notice, unless specifically required by statute. The attendance of any person at any meeting shall constitute a waiver of notice ofsuch meeting, except where such person attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. 

**ARTICLE XIV**

**AMENDMENT OF BYLAWS**

Except as otherwise provided in Sections 2.14 and 2.15 of these Bylaws, the Board of Directors shall have the exclusive power toadopt, alter or repeal any provision of these Bylaws and to make new Bylaws. 

 

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