**Exhibit 3.2**

LASALLE HOTEL PROPERTIES SECOND AMENDED AND RESTATED BYLAWS 

(amended as of February 15, 2007)

LaSalle Hotel Properties, a real estate investment trust organized under the laws of the State of Maryland (the “Trust”) having the CorporationTrust Incorporated as its resident agent located at 300 East Lombard Street, Baltimore, Maryland 21202, hereby adopts the following as the Bylaws (as the same may be amended from time to time, the “Bylaws”) of the Trust: 

ARTICLE I. 

OFFICES 

Section 1.01. PRINCIPAL OFFICE. The principal office of LaSalle Hotel Properties (the “Trust”) shall be located at such place or places asthe Trustees may designate. 

Section 1.02. ADDITIONAL OFFICES. The Trust may have additional offices at such places as the Trustee mayfrom time to time determine or the business of the Trust may require. 

ARTICLE II. 

MEETINGS OF SHAREHOLDERS 

Section 2.01. PLACE. All meetings of shareholders shallbe held at the principal office of the Trust or at such other place within the United States as shall be stated in the notice of the meeting. 

Section 2.02. ANNUAL MEETING. An annual meeting of the shareholders for the election of Trustees and the transaction of any business within the powers of the Trust shall be held during the second calendar quarter of each year, afterthe delivery of the annual report referred to in Section 12 of this Article II, at a convenient location and on proper notice, on a date and at the time set by the Trustees. Failure to hold an annual meeting does not invalidate the Trust’sexistence or affect any otherwise valid acts of the Trust. 

Section 2.03. SPECIAL MEETINGS. The Chairman of the Board or the Presidentor one-third of the Trustees may call special meetings of the shareholders. Special meetings of shareholders shall also be called by the Secretary upon the written request of the holders of shares entitled to cast not less than a majority of all thevotes entitled to be cast at such meeting. 

Such request shall state the purpose of such meeting and the matters proposed to be acted on atsuch meeting. Within ten (10) days of the receipt of such a request, the Secretary shall inform such shareholders of the reasonably estimated cost of preparing a mailing notice of the meeting (including all proxy materials that may be requiredin connection therewith) and, upon payment by such shareholders to the Trust of such costs, the Secretary shall, within thirty (30) days of such payment, or such longer period as may be necessitated by compliance with any applicable statutoryor regulatory requirements, give notice to each shareholder entitled to notice of the meeting. 

Unless requested by shareholders entitledto cast a majority of all the votes entitled to be cast at such meeting, a special meeting need not be called to consider any matter which is substantially the same as a matter voted on at any meeting of the shareholders held during the precedingtwelve months. 

Section 2.04. NOTICE. Not less than ten nor more than 90 days before each meeting of shareholders, the Secretary shallgive to each shareholder entitled to vote at such meeting and to each shareholder not entitled to vote who is entitled to notice of the meeting written or printed notice stating the time and place of the meeting and, in the case of a special meetingor as otherwise may be required by any statute, the purpose for which the meeting is called, either by mail or by presenting it to such shareholder personally or by leaving it at his residence or usual place of business. If mailed, such notice shallbe deemed to be given when deposited in the United States mail addressed to the shareholder at his post office address as it appears on the records of the Trust, with postage thereon prepaid. 

Section 2.05. SCOPE OF NOTICE. Any business of the Trust may be transacted at an annual meeting of shareholders without being specificallydesignated 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 shareholders except as specifically designated in the notice. 

Section 2.06. ORGANIZATION. At every meeting of the shareholders, theChairman of the Board, if there be one, shall conduct the meeting or, in the case of vacancy in office or absence of the Chairman of the Board, one of the following officers present shall conduct the meeting in the order stated: the Vice Chairman ofthe Board, if there be one, the Chief Executive Officer, if there be one, the President, the Vice Presidents in their order of rank and seniority, or a Chairman chosen by the shareholders entitled to cast a majority of the votes which allshareholders present in person or by proxy are entitled to cast, shall act as Chairman, and the Secretary, or, in his absence, an Assistant Secretary, or in the absence of both the Secretary and Assistant Secretaries, a person appointed by theChairman shall act as Secretary. 

Section 2.07. QUORUM. At any meeting of shareholders, the presence in person or by proxy ofshareholders entitled to cast a majority of all the votes entitled to be cast at such meeting shall constitute a quorum; but this section shall not affect any requirement under any statute or the declaration of trust (“Declaration ofTrust”) for the vote necessary for the adoption of any measure. If, however, such quorum shall not be present at any meeting of the shareholders, the shareholders entitled to vote at such meeting, present in person or by proxy, shall have thepower to adjourn the meeting from time to time to a date not more than 120 days after 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 betransacted which might have been transacted at the meeting as originally notified. 

Section 2.08. VOTING. Subject to the rights of theholders of any series of Preferred Shares (as defined in the Declaration of Trust) to elect additional Trustees under specified circumstances, a plurality of all the votes cast at a meeting of shareholders duly called and at which a quorum ispresent shall be sufficient to elect a Trustee. Each share may be voted for as many individuals as there are Trustees to be elected and for whose election the share is entitled to be voted. A majority of the votes cast at a meeting of shareholdersduly called and at which a quorum is present shall be sufficient to approve any other matter which may properly come before the meeting, unless more than a majority of the votes cast is required herein or by statute or by the Declaration of Trust.Unless otherwise provided in the Declaration of Trust, each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. 

At any meeting of shareholders at which Trustees are elected by the shareholders in an uncontested election, any nominee for Trustee who, of the votescast in such election with respect to such nominee, receives a greater number of votes “withheld” from his or her election than votes “for” such election shall submit to the Board of Trustees a written offer to resign from theBoard of Trustees no later than two weeks after the certification by the Trust of the voting results. An uncontested election is one in which the number of individuals who have been nominated for election as a Trustee is equal to, or less than, thenumber of Trustees to be elected. 

A Nominating and Corporate Governance Committee established by the Board of Trustees shall consider theresignation offer and, within 60 days after the certification by the Trust of the voting results, make a recommendation to the Board of Trustees concerning the acceptance or rejection of the resignation offer. In determining its recommendation tothe Board of Trustees, the Nominating and Corporate Governance Committee shall consider all factors it deems relevant, which may include (i) the stated reason or reasons why shareholders cast “withheld” votes for the Trustee,(ii) the qualifications of the Trustee, and (iii) whether the Trustee’s resignation from the Board of Trustees would be in the Trust’s best interest and the best interests of the shareholders. The Nominating and CorporateGovernance Committee shall also consider alternatives concerning the resignation offer as the Nominating and Corporate Governance Committee members deem appropriate, which may include (i) accepting the resignation offer, (ii) rejection ofthe resignation offer, and (iii) rejection of the resignation offer coupled with a commitment to seek to address the underlying cause or causes of the majority-withheld vote. 

The Board of Trustees shall act on the Nominating and Corporate Governance Committee’s recommendation no later than 90 days after the certificationby the Trust of the voting results. The Board of Trustees shall consider the information, factors and alternatives considered by the Nominating and Corporate Governance Committee and such additional information, factors and alternatives the Board ofTrustees deems relevant. 

Any Trustee who offers to resign as provided above shall not participate in the Nominating and CorporateGovernance Committee’s or the Board of Trustees’ consideration of whether to accept his or her resignation offer. 

If aTrustee’s resignation offer is accepted by the Board of Trustees, the Nominating and Corporate Governance Committee shall recommend to the Board of Trustees whether to fill the vacancy created by such resignation or to reduce the number ofTrustees constituting the whole Board of Trustees. 

If a majority of the members of the Nominating and Corporate Governance Committee wererequired to offer their resignations as described above, the Trustees whom the Board of Trustees has affirmatively determined to be independent in accordance with the applicable stock exchange listing standards and who were not required to offertheir resignations shall appoint a special committee of the Board of Trustees to consider the resignation offers and whether to accept the resignation offers, as otherwise described above. 

The Trust shall disclose publicly the Board of Trustees’ decision and an explanation of the process by which the decision was made and, ifapplicable, the reasons for rejecting the resignation offer, in a Current Report on Form 8-K filed with the Securities and Exchange Commission. 

Section 2.09. PROXIES. A shareholder may cast the votes entitled to be cast by the shares owned of record by him either in person or by proxy executed in writing by the shareholder or by his duly authorized attorney in fact. Such proxyshall be filed with the Secretary of the Trust before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. 

Section 2.10. VOTING OF SHARES BY CERTAIN HOLDERS. Shares of the Trustregistered in the name 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 hereof, as the case may be, or a proxy appointed by any of theforegoing individuals, unless some other person who has been appointed to vote such shares pursuant to a bylaw or a resolution of the governing board of such corporation or other entity or agreement of the partners of the partnership presents acertified copy of such bylaw, resolution or agreement, in which case such person may vote such shares. Any trustee or other fiduciary may vote shares registered in his name as such fiduciary, either in person or by proxy. 

 

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Shares of the Trust directly or indirectly owned by it shall not be voted at any meeting and shall not becounted in determining the total number 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 ofoutstanding shares at any given time. 

The Trustees may adopt by resolution a procedure by which a shareholder may certify in writing tothe Trust that any shares registered in the name of the shareholder are held for the account of a specified person other than the shareholder. The resolution shall set forth the class of shareholders who may make the certification, the purpose forwhich the certification 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 share transfer books, the time after the record date or closing of theshare transfer books within which the certification must be received by the Trust; and any other provisions with respect to the procedure which the Trustees consider necessary or desirable. On receipt of such certification, the person specified inthe certification shall be regarded as, for the purposes set forth in the certification, the shareholder of record of the specified shares in place of the shareholder who makes the certification. 

Notwithstanding any other provision contained herein or in the Declaration of Trust or these Bylaws, Title 3, Subtitle 7 of the Corporations andAssociations Article of the Annotated Code of Maryland (or any successor statute) shall not apply to any acquisition by any person of shares of beneficial interest of the Trust. This section may be repealed, in whole or in part, at any time, whetherbefore or after an acquisition of control shares and, upon such repeal, may, to the extent provided by any successor bylaw, apply to any prior or subsequent control share acquisition. 

Section 2.11. INSPECTORS. At any meeting of shareholders, the chairman of the meeting may appoint one or more persons as inspectors for suchmeeting. Such inspectors shall ascertain and report the number of shares represented at the meeting based upon their determination of the validity and effect of proxies, count all votes, report the results and perform such other acts as are properto conduct the election and voting with impartiality and fairness to all the shareholders. 

Each report of an inspector shall be in writingand signed by him or by a majority of them if 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 onthe number of shares represented at the meeting and the results of the voting shall be prima facie evidence thereof. 

Section 2.12.REPORTS TO SHAREHOLDERS. The Trustees shall submit to the shareholders at or before the annual meeting of shareholders a report of the business and operations of the Trust during the prior fiscal year, containing a balance sheet and a statement ofincome and surplus of the Trust, accompanied by the certification of an independent certified public accountant, and such further information as the Trustees may determine is required pursuant to any law or regulation to which the Trust is subject.

Within the earlier of 20 days after the annual meeting of shareholders or 120 days after the end of the fiscal year of the Trust, theTrustees shall place the annual report on file at the principal office of the Trust and with any governmental agencies as may be required by law and as the Trustees may deem appropriate. 

 

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Section 2.13. NOMINATIONS AND PROPOSALS BY SHAREHOLDERS. 

(a) Annual Meetings of Shareholders. (1) Nominations of persons for election to the Board of Trustees and the proposal of business to be consideredby the shareholders may be made at an annual meeting of the shareholders (i) pursuant to the Trust’s notice of meeting, (ii) by or at the direction of the Trustees or (iii) by any shareholder of the Trust who was a shareholder ofrecord both at the time of giving of notice provided for in this Section 13(a) and at the time of the annual meeting, who is entitled to vote at the meeting and who complied with the notice procedures set forth in this Section 13(a).

(2) For nominations or other business to be properly brought before an annual meeting by a shareholder pursuant to clause (iii) ofparagraph (a) (1) of this Section 13, the shareholder must have given timely notice thereof in writing to the Secretary of the Trust and such other business must otherwise be a proper matter for action by shareholders. To be timely, ashareholder’s notice shall be delivered to the Secretary at the principal executive offices of the Trust not later than the close of business on the 60th day nor earlier than the close of business on the 90th day prior to the first anniversaryof the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced by more than 30 days or delayed by more than 60 days from such anniversary date or if the Trust has not previously heldan annual meeting, notice by the shareholder to be timely must be so delivered not earlier than the close of business on the 90th day prior to such annual meeting and not later than the close of business on the later of 60th day prior to such annualmeeting or the tenth day following the day on which public announcement of the date of such meeting is first made by the Trust. In no event shall the public announcement of a postponement or adjournment of an annual meeting to a later date or timecommence a new time period for the giving of a shareholder’s notice as described above. Such shareholder’s notice shall set forth as to each person whom the shareholder proposes to nominate for election or reelection as a Trustee allinformation relating to such person that is required to be disclosed in solicitations of proxies for election of Trustees in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of1934, as amended (the “Exchange Act”) (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a Trustee if elected); (ii) as to any other business that the shareholderproposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such shareholder and of thebeneficial owner, if any, on whose behalf the proposal is made; and (iii) as to the shareholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made, (x) the name and address of suchshareholder, as they appear on the Trust’s books, and of such beneficial owner and (y) the number of each class of shares of the Trust which are owned beneficially and of record by such shareholder and such beneficial owner. 

(3) Notwithstanding anything in the second sentence of paragraph (a)(2) of this Section 13 to the contrary, in the event that the number ofTrustees to be elected to the Board of Trustees is increased and there is no public announcement by the Trust naming all of the nominees for Trustee or specifying the size of the increased Board of Trustees at least 70 days prior to the firstanniversary of the preceding year’s annual meeting, a shareholder’s notice required by this Section 13(a) shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shallbe delivered to the Secretary at the principal executive offices of the Trust not later than the close of business on the tenth day following the day on which such public announcement is first made by the Trust. 

(b) Special Meetings of the Shareholders. Only such business shall be conducted at a special meeting of shareholders as shall have been brought beforethe meeting pursuant to the Trust’s notice of meeting. 

Nominations of persons for election to the Board of Trustees may be made at aspecial meeting of shareholders at which Trustees are to be elected (i) pursuant to the Trust’s notice of meeting (ii) by or at the direction of the Board of Trustees or (iii) provided that the Board of Trustees has determinedthat Trustees shall be elected at such special meeting, by any shareholder of the Trust who was a shareholder of record both at the time of giving of notice provided for in this Section 13(b) and at the time of the special meeting, who isentitled to vote at the meeting and who complied with the notice procedures set forth in this Section 13(b). In addition to the foregoing requirements, for nominations or other business to be properly brought before a special meeting by ashareholder, such shareholder’s notice containing the information required by paragraph (a) (2) of this Section 13 must be delivered to the Secretary at the principal executive offices of the Trust not earlier than the close ofbusiness on the 90th day prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or the tenth day following the day on which public announcement is first made of the date ofthe special meeting. In no event shall the public announcement of a postponement or adjournment of a special meeting to a later date or time commence a new time period for the giving of a shareholder’s notice as described above. 

(c) General. (1) Only such persons who are nominated in accordance with the procedures set forth in this Section 13 shall be eligible to serveas Trustees and only such business shall be conducted at a meeting of shareholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 13. The chairman of the meeting 

 

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shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the casemay be, in accordance with the procedures set forth in this Section 13 and, if any proposed nomination or business is not in compliance with this Section 13, to declare that such nomination or proposal shall be disregarded. 

(2) For purposes of this Section 13, “public announcement” shall mean disclosure in a press release reported by the Dow Jones NewsService, Associate Press or comparable news service or in a document publicly filed by the Trust with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act. 

(3) Notwithstanding the foregoing provisions of this Section 13, a shareholder shall also comply with all applicable requirements of state law and ofthe Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 13. Nothing in this Section 13 shall be deemed to affect any rights of shareholders to request inclusion of proposals in, norany of the rights of the Trust to omit a proposal from, the Trust’s proxy statement pursuant to Rule 14a-8 under the Exchange Act. 

Section 2.14. INFORMAL ACTION BY SHAREHOLDERS. Subject to the rights of the holders of any series of Preferred Shares to elect additional Trustees under specified circumstances and notwithstanding the provisions of Section 13 ofthis Article II, any action required or permitted to be taken at a meeting of shareholders may be taken without a meeting if a consent in writing, setting forth such action, is signed by all shareholders entitled to vote on such matters; provided,that all shareholders entitled to notice of any such meeting but not entitled to vote on such matter shall have made a written waiver of any right to dissent to such action taken without a meeting. 

Section 2.15. VOTING BY BALLOT. Voting on any question or in any election at a meeting of shareholders may be viva voce unless the presiding officershall order or any shareholder present at such meeting in person or by proxy shall demand that voting be by ballot. 

ARTICLE III.

TRUSTEES 

Section 3.01.GENERAL POWERS; QUALIFICATIONS; TRUSTEES HOLDING OVER. The business and affairs of the Trust shall be managed under the direction of its Board of Trustees. A Trustee shall be an individual at least 21 years of age who is not under legal disability.In case of failure to elect Trustees at an annual meeting of the shareholders, the Trustees holding over shall continue to direct the management of the business and affairs of the Trust until their successors are elected and qualify. 

Section 3.02. NUMBER. At any regular meeting or at any special meeting called for that purpose, a majority of the entire Board of Trustees mayestablish, increase or decrease the number of Trustees, subject to any limitations on the number of Trustees set forth in the Declaration of Trust. 

Section 3.03. ANNUAL AND REGULAR MEETINGS. An annual meeting of the Trustees shall be held immediately after and at the same place as the annual meeting of shareholders, no notice other than this Bylaw being necessary. The Trustees mayprovide, by resolution, the time and place, either within or without the State of Maryland, for the holding of regular meetings of the Trustees without other notice than such resolution. 

Section 3.04. SPECIAL MEETINGS. Special meetings of the Trustees may be called by or at the request of the Chairman of the Board, the ChiefExecutive Officer or the President or by a majority of the Trustees then in office. The person or persons authorized to call special meetings of the Trustees may fix any place, either within or without the State of Maryland, as the place for holdingany special meeting of the Trustees called by them. 

Section 3.05. NOTICE. Notice of any special meeting shall be given by writtennotice delivered personally, telegraphed, facsimile-transmitted or mailed to each Trustee at his business or residence address. Personally delivered or telegraphed notices shall be given at least two days prior to the meeting. Notice by mail shallbe given at least five days prior to the meeting. Telephone or facsimile-transmission notice shall be given at least 24 hours prior to the meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail properlyaddressed, with postage thereon prepaid. If given by telegram, such notice shall be deemed to be given when the telegram is delivered to the telegraph company. Telephone notice shall be deemed given when the Trustee is personally given such noticein a telephone call to which he is a party. Facsimile-transmission notice shall be deemed given upon completion of the transmission of the message to the number given to the Trust by the Trustee and receipt of a completed answer-back indicatingreceipt. Neither the business to be transacted at, nor the purpose of, any annual, regular or special meeting of the Trustees need be stated in the notice, unless specifically required by statute or these Bylaws. 

Section 3.06. QUORUM. A majority of the Trustees shall constitute a quorum for convening any meeting of the Trustees, provided that, if less than amajority of such Trustees are present at said meeting, a majority of the Trustees present may adjourn the meeting from time to time without 

 

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further notice, and provided further that if, pursuant to the Declaration of Trust or these Bylaws, the vote of a majority of a particular group of Trusteesis required for action, a quorum must also include a majority of such group. 

The Trustees present at a meeting which has been duly calledand convened may continue to transact business until adjournment, notwithstanding the withdrawal of enough Trustees to leave less than a quorum. 

Section 3.07. VOTING. The action of the majority of the Trustees present at a meeting at which a quorum is present when such meeting is convened shall be the action of the Trustees, unless the concurrence of a greater proportion isrequired for such action by applicable statute, the Declaration of Trust or these Bylaws. 

Section 3.08. TELEPHONE MEETINGS. Trusteesmay participate in a meeting by means of a conference telephone or similar 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 presencein person at the meeting. 

Section 3.09. INFORMAL ACTION BY TRUSTEES. Any action required or permitted to be taken at any meeting ofthe Trustees may be taken without a meeting, if a consent in writing to such action is signed by each Trustee and such written consent is filed with the minutes of proceedings of the Trustees. 

Section 3.10. VACANCIES. If for any reason any or all of the Trustees cease to be Trustees, such event shall not terminate the Trust or affect theseBylaws or the powers of the remaining Trustees hereunder (even if fewer than two Trustees remain). Any vacancy (including a vacancy created by an increase in the number of Trustees) shall be filled, at any regular meeting or at any special meetingcalled for that purpose, by a majority of the Trustees. Any individual so elected as Trustee shall hold office until the next annual meeting of Shareholders and until his successor is elected and qualifies. 

Section 3.11. CHAIRMAN AND VICE CHAIRMAN OF THE BOARD. The Trustees may from time to time appoint a Chairman of the Board and a Vice Chairman of theBoard. The Chairman of the Board shall preside over the meetings of the Trustees and of the shareholders at which he shall be present and shall in general oversee all the business and affairs of the Trust. In the absence of the Chairman of theBoard, the Vice Chairman of the Board shall preside at such meetings at which he shall be present. The Chairman and the Vice Chairman of the Board may execute any deed, mortgage, bond, contract or other instrument, except in cases where theexecution thereof shall be expressly delegated by the Trustees or by these Bylaws to an officer or some other agent of the Trust or shall be required by law to be otherwise executed. The Chairman of the Board and the Vice Chairman of the Board shallperform such other duties as may be assigned to him or them by the Trustees. 

Section 3.12. COMPENSATION. Trustees shall not receiveany stated salary for their services as Trustees but, by resolution of the Trustees, may receive fixed sums per year or per meeting or per visit to real property owned or to be acquired by the Trust and for any service or activity they perform orengage in as Trustees. Such fixed sums may be paid either in cash or in shares of the Trust. Trustees may be reimbursed for expenses of attendance, if any, at each annual, regular or special meeting of the Trustees or of any committee thereof; andfor their expenses, if any, in connection with each property visit and any other service or activity performed or engaged in as Trustees; but nothing herein contained shall be construed to preclude any Trustees from serving the Trust in any othercapacity and receiving compensation therefor. 

Section 3.13. REMOVAL OF TRUSTEES. The shareholders may at any time, remove any Trusteein the manner provided in the Declaration of Trust. Subject to the rights of the holders of any series of Preferred Shares to elect additional Trustees resulting from the removal of one or more Trustees or under other specified circumstances, theshareholders may elect a successor to fill a vacancy on the Board of Trustees which results from the removal of a Trustee. 

Section 3.14. LOSS OF DEPOSITS. No Trustee shall be liable for any loss which may occur by reason of the failure of the bank, trust company, savings and loan association, or other institution with whom moneys or shares have beendeposited. 

Section 3.15. SURETY BONDS. Unless required by law, no Trustee shall be obligated to give any bond or surety or othersecurity for the performance of any of his duties. 

Section 3.16. RELIANCE. Each Trustee, officer, employee and agent of the Trustshall, in the performance of his duties with respect to the Trust, 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 Trust, upon an opinion ofcounsel or upon reports made to the Trust by any of its officers or employees or by the adviser, accountants, appraisers or other experts or consultants selected by the Trustees or officers of the Trust, regardless of whether such counsel or expertmay also be a Trustee. 

Section 3.17. INTERESTED TRUSTEE TRANSACTIONS. Section 2-419 of the Maryland General Corporation Law (the“MGCL”) shall be available for and apply to any contract or other transaction between the Trust and any of its Trustees or between the Trust and any other trust, corporation, firm or other entity in which any of its Trustees is a trusteeor director or has a material financial interest. 

 

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Section 3.18. CERTAIN RIGHTS OF TRUSTEES, OFFICERS, EMPLOYEES AND AGENTS. The Trustees shall have noresponsibility to devote their full time to the affairs of the Trust. Any Trustee or officer, employee or agent of the Trust (other than a full-time officer, employee or agent of the Trust), in his personal capacity or in a capacity as an affiliate,employee, or agent of any other person, or otherwise, may have business interests and engage in business activities similar or in addition to those of or relating to the Trust. 

ARTICLE IV. 

COMMITTEES 

Section 4.01. NUMBER, TENURE AND QUALIFICATION. The Trustees may appoint from among its members an Executive Committee, an Audit Committee and aCompensation Committee, each composed of at least two Trustees, and other committees, each composed of one or more Trustees, to serve at the pleasure of the Trustees; provided, that the membership of the Compensation Committee shall consist of amajority of Independent Trustees and the membership of the Audit Committee shall consist only of Independent Trustees so long as they continue in office. An individual shall be deemed to be an “Independent Trustee” hereunder if suchindividual is not an affiliate of the Trust and is not an employee of the Trust. 

Section 4.02. POWERS. The Trustees may delegate tocommittees appointed under Section 1 of this Article IV any of the powers of the Trustees, except as prohibited by law. 

Section 4.03. MEETINGS. Notice of committee meetings shall be given in the same manner as notice for special meetings of the Board of Trustees. One-third, but not less than two (except for one-member committees), of the members of anycommittee shall be present in person at any meeting of such committee in order to constitute a quorum for the transaction of business at such meeting, and the act of a majority present shall be the act of such committee. The Board of Trustees maydesignate a chairman of any committee, and such chairman or any two members of any committee (except for one-member committees) may fix the time and place of its meetings unless the Board shall otherwise provide. In the absence or disqualificationof any member of any such committee, the members thereof present at any meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another Trustee to act at the meeting in the place of such absent ordisqualified members. 

Each Committee shall keep minutes of its proceedings and shall report the same to the Board of Trustees at the nextsucceeding meeting, and any action by the committee shall be subject to revision and alteration by the Board of Trustees, provided that no rights of third persons shall be affected by any such revision or alteration. 

Section 4.04. TELEPHONE MEETINGS. Members of a committee of the Trustees may participate in a meeting by means of a conference telephone or similarcommunications 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 4.05. INFORMAL ACTION BY COMMITTEES. Any action required or permitted to be taken at any meeting of a committee of the Trustees may be takenwithout a meeting, if a consent in writing to such action is signed by each member of the committee and such written consent is filed with the minutes of proceedings of such committee. 

Section 4.06. VACANCIES. Subject to the provisions hereof, the Board of Trustees shall have the power at any time to change the membership of anycommittee, to fill all vacancies, to designate alternate members to replace any absent or disqualified member or to dissolve any such committee. 

Section 4.07. EMERGENCY. In the event of a state of disaster of sufficient severity to prevent the conduct and management of the affairs and business of the Trust by its Trustees and officers as contemplated by the Declaration of Trustand these Bylaws, any two or more available members of the then incumbent Executive Committee shall constitute a quorum of that Committee for the full conduct and management of the affairs and business of the Trust in accordance with the provisionsof this Article IV. In the event of the unavailability, at such time, of a minimum of two members of the then incumbent Executive Committee, the available Trustees shall elect an Executive Committee composed of any two members of the Board ofTrustees, whether or not they be officers of the Trust, which two members shall constitute the Executive Committee for the full conduct and management of the affairs of the Trust in accordance with the foregoing provisions of this Section 7.This Section 7 shall be subject to implementation by resolution of the Board of Trustees passed from time to time for that purpose, and any provisions of the Bylaws (other than this Section 7) and any resolutions which are contrary to theprovisions of this Section 7 or to the provisions of any such implementing resolutions shall be suspended until it shall be determined by any interim Executive Committee acting under this Section 7 that it shall be to the advantage of theTrust to resume the conduct and management of its affairs and business under all the other provisions of these Bylaws. 

 

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ARTICLE V. 

OFFICERS 

Section 5.01. GENERAL PROVISIONS. The officers of the Trust shall include a President, aSecretary and a Treasurer and may include a Chief Executive Officer, a Chief Operating Officer, a Chief Financial Officer, a Chief Legal Counsel, one or more Vice Presidents, one or more Assistant Secretaries and one or more Assistant Treasurers. Inaddition, the Trustees may from time to time appoint such other officers with such powers and duties as they shall deem necessary or desirable. The officers of the Trust shall be elected annually by the Trustees at the first meeting of the Trusteesheld after each annual meeting of shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as may be convenient. Each officer shall hold office until his successor is elected andqualifies or until his death, resignation or removal in the manner hereinafter provided. Any two or more offices except President and Vice President may be held by the same person. In their discretion, the Trustees may leave unfilled any officeexcept that of President and Secretary. Election of an officer or agent shall not of itself create contract rights between the Trust and such officer or agent. 

Section 5.02. REMOVAL AND RESIGNATION. Any officer or agent of the Trust may be removed at any time by the Trustees if in their judgment the best interests of the Trust would be served thereby, but such removalshall be without prejudice to the contract rights, if any, of the person so removed. 

Any officer of the Trust may resign at any time bygiving written notice of his resignation to the Trustees, the Chairman of the Board, the President or the Secretary. Any resignation shall take effect at any time subsequent to the time specified therein or, if the time when it shall becomeeffective is not specified therein, immediately upon its receipt. The acceptance of a resignation shall not be necessary to make it effective unless otherwise stated in the resignation. Such resignation shall be without prejudice to the contractrights, if any, of the Trust. 

Section 5.03. VACANCIES. A vacancy in any office may be filled by the Trustee for the balance of theterm. 

Section 5.04. CHIEF EXECUTIVE OFFICER. The Trustees may designate a Chief Executive Officer from among the elected officers.The Chief Executive Officer shall have responsibility for implementation of the policies of the Trust, as determined by the Trustees, and for the administration of the business affairs of the Trust. In the absence of both the Chairman and ViceChairman of the Board, the Chief Executive Officer shall preside over the meetings of the Trustees and of the shareholders at which he shall be present. 

Section 5.05. PRESIDENT. In the absence of the Chairman, the Vice Chairman of the Board and the Chief Executive Officer, the President shall preside over the meetings of the Trustees and of the shareholders atwhich he shall be present. In the absence of a designation of a Chief Executive Officer by the Trustees, the President shall be the Chief Executive Officer and shall be ex officio a member of all committees that may, from time to time, beconstituted by the Trustees. The President may execute any deed, mortgage, bond, contract or other instrument, except in cases where the execution thereof shall be expressly delegated by the Trustees or by these Bylaws to some other officer or agentof the Trust or shall be required by law to be otherwise executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Chief Executive Officer or the Trustees from time totime. 

Section 5.06. CHIEF OPERATING OFFICER. The Trustees may designate a Chief Operating Officer from among the elected officers.Said officer will have the responsibilities and duties as set forth by the Chief Executive Officer, the President or the Trustees. 

Section 5.07. VICE PRESIDENTS. 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 thetime of their election or, in the 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 other duties as from time to time may be assigned to him or her by the Chief Executive Officer, the President or the Trustees. The Trustees may designate one or more Vice Presidents as Executive Vice President, Senior VicePresident or as Vice President for particular areas of responsibility. 

Section 5.08. TREASURER. The Treasurer shall have the custodyof the funds and securities of the Trust and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Trust and shall deposit all moneys and other valuable effects in the name and to the credit of the Trust insuch depositories as may be designated by the Trustees. 

The Treasurer shall disburse the funds of the Trust as may be ordered by theTrustees, taking proper vouchers for such disbursements, and shall render to the Chief Executive Officer, the President and the Trustees, at the regular meetings of the Trustees or whenever they may require it, an account of all his or hertransactions as Treasurer and of the financial condition of the Trust. 

If required by the Trustees, the Treasurer shall give the Trust a bond in such sum and with such surety or sureties as shall be satisfactory to the Trustees for the faithful performance of the duties of his or her office and for therestoration of the Trust, 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 theTrust. 

Section 5.09. CHIEF FINANCIAL OFFICER. The Trustees may designate a Chief Financial Officer from among the elected officers.Said officer will have the responsibilities and duties as set forth by the Chief Executive Officer, the President or the Trustees. 

Section 5.10. CHIEF LEGAL COUNSEL. The Trustees may designate a Chief Legal Counsel from among the elected officers. Said officer will have the responsibilities and duties as set forth by the Chief Executive Officer, the President orthe Trustees. 

 

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Section 5.11. SECRETARY. The Secretary shall (a) keep the minutes of the proceedings of theshareholders, the Trustees and committees of the Trustees 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 as required by law; (c) be custodian ofthe Trust records and of the seal of the Trust; (d) keep a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder; (e) have general charge of the share transfer books of theTrust; 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 the Trustees. 

Section 5.12. 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, or by the Chief Executive Officer, the President or the Trustees. The Assistant Treasurers shall, if required by the Trustees, give bonds for the faithful performance of their duties in such sums and with such surety or sureties asshall be satisfactory to the Trustees. 

Section 5.13. SALARIES. The salaries and other compensation of the officers shall be fixedfrom time to time by the Trustees and no officer shall be prevented from receiving such salary or other compensation by reason of the fact that he or she is also a Trustee. 

ARTICLE VI. 

CONTRACTS, LOANS, CHECKS AND DEPOSITS 

Section 6.01. CONTRACTS. The Trustees may authorize any officer or agent to enter into any contract or to execute and deliver any instrument in thename of and on behalf of the Trust and such authority may be general or confined to specific instances. Any agreement, deed, mortgage, lease or other document executed by one or more of the Trustees or by an authorized person shall be valid andbinding upon the Trustees and upon the Trust when authorized or ratified by action of the Trustees. 

Section 6.02. CHECKS AND DRAFTS.All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Trust shall be signed by such officer or agent of the Trust in such manner as shall from time to time be determined bythe Trustees. 

Section 6.03. DEPOSITS. All funds of the Trust not otherwise employed shall be deposited from time to time to thecredit of the Trust in such banks, trust companies or other depositories as the Trustees may designate. 

ARTICLE VII. 

SHARES 

Section 7.01. CERTIFICATES.Each shareholder shall be entitled to a certificate or certificates which shall represent and certify the number of shares of each class of beneficial interest held by him in the Trust. Each certificate shall be signed by the Chief ExecutiveOfficer, the President or a Vice President and countersigned by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer and may be sealed with the seal, if any, of the Trust. The signatures may be either manual orfacsimile. 

Certificates shall be consecutively numbered; and if the Trust shall, from time to time, issue several classes of shares, eachclass may have its own number series. A certificate is valid and may be issued whether or not an officer who signed it is still an officer when it is issued. Each certificate representing shares which are restricted as to their transferability orvoting powers, which are preferred or limited as to their dividends or as to their allocable portion of the assets upon liquidation or which are redeemable at the option of the Trust, shall have a statement of such restriction, limitation,preference or redemption provision, or a summary thereof, plainly stated on the certificate. In lieu of such statement or summary, the Trust may set forth upon the face or back of the certificate a statement that the Trust will furnish to anyshareholder, upon request and without charge, a full statement of such information. 

Section 7.02. TRANSFERS. Certificates shall betreated as negotiable and title thereto and to the shares they represent shall be transferred by delivery thereof to the same extent as those of a Maryland stock corporation. 

Upon surrender to the Trust or the transfer agent of the Trust of a share certificate duly endorsed or accompanied by proper evidence of succession,assignment or authority to transfer, the Trust shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. 

The Trust shall be entitled to treat the holder of record of any share or shares as the holder in fact thereof and, accordingly, shall not be bound torecognize any equitable or other claim to or interest in such share or shares 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 beneficial interest of the Trust will be subject in all respects to the Declarationof Trust and all of the terms and conditions contained therein. 

Section 7.03. REPLACEMENT CERTIFICATE. Any officer designated by theTrustees may direct a 

 

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new certificate to be issued in place of any certificate previously issued by the Trust alleged to have been lost, stolen or destroyed upon the making of anaffidavit of that fact by the person claiming the certificate to be lost, stolen or destroyed. When authorizing the issuance of a new certificate, an officer designated by the Trustees may, in his discretion and as a condition precedent to theissuance thereof, require the owner of such lost, stolen or destroyed certificate or the owner’s legal representative to advertise the same in such manner as he shall require or to give bond, with sufficient surety, to the Trust to indemnify itagainst any loss or claim which may arise as a result of the issuance of a new certificate. 

Section 7.04. CLOSING OF TRANSFER BOOKSOR FIXING OF RECORD DATE. The Trustees may set, in advance, a record date for the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or determining shareholders entitled to receive payment of anydividend or the allotment of any other rights, or in order to make a determination of shareholders 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 notmore than 90 days and, in the case of a meeting of shareholders not less than ten days, before the date on which the meeting or particular action requiring such determination of shareholders of record is to be held or taken. 

In lieu of fixing a record date, the Trustees may provide that the share transfer books shall be closed for a stated period but not longer than 20 days.If the share transfer books are closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days before the date of such meeting. 

If no record date is fixed and the share transfer books are not closed for the determination of shareholders, (a) the record date for thedetermination of shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day on which the notice of meeting is mailed or the 30th day before the meeting, whichever is the closer date to themeeting; and (b) the record date for the determination of shareholders entitled to receive payment of a dividend or an allotment of any other rights shall be the close of business on the day on which the resolution of the Trustees, declaringthe dividend or allotment of rights, is adopted. 

When a determination of shareholders entitled to vote at any meeting of shareholders hasbeen made as provided in this section, such determination shall apply 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 after the record date fixed for the original meeting, in either of which case a new record date shall be determined as set forth herein. 

Section 7.05. SHARE LEDGER. The Trust shall maintain at its principal office or at the office of its counsel, accountants or transfer agent, anoriginal or duplicate share ledger containing the name and address of each shareholder and the number of shares of each class held by such shareholder. 

Section 7.06. FRACTIONAL SHARES; ISSUANCE OF UNITS. The Trustees may issue fractional shares 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 Declaration of Trust or these Bylaws, the Trustees may issue units consisting of different securities of the Trust. Any security issued in a unit shall have the same characteristics as any identicalsecurities issued by the Trust, except that the Trustees may provide that for a specified period securities of the Trust issued in such unit may be transferred on the books of the Trust only in such unit. 

ARTICLE VIII. 

FISCAL YEAR 

The Trustees shall have the power, from time to time, to fix the fiscal year of the Trust by a duly adopted resolution. 

ARTICLE IX. 

DISTRIBUTIONS 

Section 9.01. AUTHORIZATION. Dividends and other distributions upon the shares of beneficial interest of the Trust may be authorized and declared bythe Trustees, subject to the provisions of law and the Declaration of Trust. Dividends and other distributions may be paid in cash, property or shares of the Trust, subject to the provisions of law and the Declaration of Trust. 

Section 9.02. CONTINGENCIES. Before payment of any dividends or other distributions, there may be set aside out of any funds of the Trust availablefor dividends or other distributions such sum or sums as the Trustees may from time to time, in their absolute discretion, think proper as a reserve fund for contingencies, for equalizing dividends or other distributions, for repairing ormaintaining any property of the Trust or for such other purpose as the Trustees shall determine to be in the best interest of the Trust, and the Trustees may modify or abolish any such reserve in the manner in which it was created. 

 

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ARTICLE X. 

PROHIBITED INVESTMENTS AND ACTIVITIES; 

INVESTMENT POLICIES 

Notwithstanding anything to the contrary in the Declaration of Trust, the Trust shall not enter into any transaction referred to in (i), (ii) or(iii) below which it does not believe is in the best interests of the Trust, and will not, without the approval of a majority of the disinterested Trustees (other than in connection with the initial public offering of shares by the Trust orpursuant to agreements entered into in connection with such offering), (i) acquire from or sell to any Trustee, officer or employee of the Trust, any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise inwhich a Trustee, officer or employee of the Trust owns more than a one percent interest or any affiliate of any of the foregoing, any of the assets or other property of the Trust, (ii) make any loan to or borrow from any of the foregoingpersons or (iii) engage in any other transaction with any of the foregoing persons. Each such transaction will be in all respects on such terms as are, at the time of the transaction and under the circumstances then prevailing, fair andreasonable to the Trust. 

Subject to the foregoing and the provisions of the Declaration of Trust, the Board of Trustees may from time totime adopt, amend, revise or terminate any policy or policies with respect to investments by the Trust as it shall deem appropriate in its sole discretion. 

ARTICLE XI. 

SEAL 

Section 11.01. SEAL. The Trustees may authorize the adoption of a seal by the Trust. The seal shall have inscribed thereon the name of the Trust and the year of its formation. The Trustees may authorize one ormore duplicate seals and provide for the custody thereof. 

Section 11.02. AFFIXING SEAL. Whenever the Trust is permitted or requiredto affix its seal 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 onbehalf of the Trust. 

 

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ARTICLE XII. 

INDEMNIFICATION AND ADVANCE OF EXPENSES 

To the maximum extent permitted by Maryland law in effect fromtime to time, the Trust shall indemnify (a) any Trustee, officer or shareholder or any former Trustee, officer or shareholder (including among the foregoing, for all purposes of this Article XII and without limitation, any individual who, whilea Trustee, officer or shareholder and at the express request of the Trust, serves or has served another corporation, partnership, joint venture, trust, employee benefit plan or any other enterprise as a director, officer, shareholder, partner ortrustee of such corporation, partnership, joint venture, trust, employee benefit plan or other enterprise) who has been successful, on the merits or otherwise, in the defense of a proceeding to which he was made a party by reason of service in suchcapacity, against reasonable expenses incurred by him in connection with the proceeding, (b) any Trustee or officer or any former Trustee or officer against any claim or liability to which he may become subject by reason of such status unless it isestablished that (i) his act or omission was material to the matter giving rise to the proceeding and was committed in bad faith or was the result of active and deliberate dishonesty, (ii) he actually received an improper personal benefitin money, property or services or (iii) in the case of a criminal proceeding, he had reasonable cause to believe that his act or omission was unlawful and (c) each shareholder or former shareholder against any claim or liability to whichhe may become subject by reason of such status. In addition, the Trust shall, without requiring a preliminary determination of the ultimate entitlement to indemnification, pay or reimburse, in advance of final disposition of a proceeding, reasonableexpenses incurred by a Trustee, officer or shareholder or former Trustee, officer or shareholder made a party to a proceeding by reason of such status, provided that, in the case of a Trustee or officer, the Trust shall have received (i) awritten affirmation by the Trustee or officer of his good faith belief that he has met the applicable standard of conduct necessary for indemnification by the Trust as authorized by these Bylaws and (ii) a written undertaking by or on hisbehalf to repay the amount paid or reimbursed by the Trust if it shall ultimately be determined that the applicable standard of conduct was not met. The Trust may, with the approval of its Trustees, provide such indemnification or payment orreimbursement of expenses to any Trustee, officer or shareholder or any former Trustee, officer or shareholder who served a predecessor of the Trust and to any employee or agent of the Trust or a predecessor of the Trust. Neither the amendment norappeal of this Article, nor the adoption or amendment of any other provision of the Declaration of Trust or these Bylaws inconsistent with this Article, shall apply to or affect in any respect the applicability of this Article with respect to anyact or failure to act which occurred prior to such amendment, repeal or adoption. 

Any indemnification or payment or reimbursement of theexpenses permitted by these Bylaws shall be furnished in accordance with the procedures provided for indemnification or payment or reimbursement of expenses, as the case may be, under Section 2-418 of the MGCL for directors of Marylandcorporations. The Trust may provide to Trustees, officers and shareholders such other and further indemnification or payment or reimbursement of expenses, as the case may be, to the fullest extent permitted by the MGCL, as in effect from time totime, for directors of Maryland corporations. 

ARTICLE XIII. 

WAIVER OF NOTICE 

Whenever any notice is required to be given pursuant to the Declaration of Trust orBylaws 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 such notice. Neither thebusiness 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 of such meeting, exceptwhere 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 

The Trustees shall have the exclusive power to adopt, alter or repeal any provision of these Bylaws and to make new Bylaws. 

ARTICLE XV. 

MISCELLANEOUS 

All references to the Declaration of Trust shall include any amendments thereto. In these Bylaws, unless the context otherwise requires, words used inthe singular or in the plural include both the plural and singular and words denoting any gender include all genders. 

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