AMERICAN
COMMUNITY PROPERTIES TRUST





AMENDED
AND RESTATED BYLAWS








These Amended and Restated Bylaws of
American Community Properties Trust are effective this 1st day of
January 2009.





ARTICLE
I





OFFICES


Section
1. Principal
Office. The principal office of the Trust shall be located in St.
Charles, Maryland.





Section
2. Additional
Offices. The Trust may have additional offices at such places as the
Trustees may from time to time determine or the business of the Trust may
require.





Section
3.Fiscal and Taxable
Years. The fiscal and taxable years of the Trust shall begin
on January 1
and end on December 31.








ARTICLE
II


MEETINGS
OF SHAREHOLDERS








Section
1. Place. All
meetings of shareholders shall be 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. Meetings of
Shareholders. Time and Place. The annual meeting of shareholders as
provided in Article VII, Section 1 of the Declaration of Trust shall be held
between March 1 and June 30 each year. The hour and location of each meeting
shall be fixed by the Trustees and included in the Notice of the meeting. If for
any reason the annual meeting is not held on the date herein provided, a
subsequent meeting may be held in place thereof, and any business transacted or
elections held at such meeting shall be as valid as if transacted or held at the
annual meetings.





Section
3.Special Meetings. The
Chairman of the Board or the President or 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 twenty-five percent (25%) of all the votes
entitled to be cast at such meeting. Such request shall state the purpose of
such meeting and the matters proposed to be acted on at such meting. The
Secretary shall inform such shareholders of the reasonably estimated cost of
preparing and mailing Notice of the meeting and, upon payment by such
shareholders to the Trust of such costs, the Secretary shall give notice to each
shareholder entitled to notice of the meeting.  Unless requested by
shareholders entitled to 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 preceding twelve months.





Section
4. Notice. Not
less than ten nor more than 90 days before each meeting of shareholders, the
Secretary shall give 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 meeting or 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 shall be 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
5. Scope of
Notice. Any business of the Trust may be transacted at an annual meeting
of shareholders 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 shareholders except as specifically
designated in the notice.





Section
6. Organization. At
every meeting of the shareholders, the Chairman 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 of the Board, 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 all shareholders 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 Secretary a person
appointed by the Chairman shall act as Secretary.





Section
7. Quorum. At
any meeting of shareholders, the presence in person or by proxy of shareholders
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 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 the power 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 be transacted which might
have been transacted at the meeting as originally notified.





Section
8. Voting. A
plurality of all the votes cast at a meeting of shareholders duly called and at
which a quorum is present shall be sufficient to elect a Trustee.  A
majority of the votes cast at a meeting of shareholders duly 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, each outstanding share, regardless of
class, shall be entitled to one vote on each matter submitted to a vote at a
meeting of shareholders.


Section
9. 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 proxy shall 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
10. Voting of Shares
by Certain Holders. Shares of the Trust registered 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
thereof, as the case may be, or a proxy appointed by any of the foregoing
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 a
certified 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.





Shares of
the Trust directly or indirectly owned by it shall not be voted at any meeting
and shall not be counted 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 of outstanding shares at any given
time.





Section
11. Inspectors.
At any meeting of shareholders, the Chairman of the meeting may, or upon the
request of any shareholder shall, appoint one or more persons as inspectors for
such meeting. 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 proper to conduct the election and voting with impartiality and
fairness to all the shareholders.





Each
report of an inspector shall be in writing and 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 on the number of shares
represented at the meeting and the results of the voting shall be prima facie
evidence thereof.





Section
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 such fiscal year, containing a balance sheet and a statement of
income 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, the
Trustees 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.


Section
13. Nominations and
Shareholder Business.





(a)
Annual Meetings of Shareholders. (1) Nominations of persons for election to the
Board of Trustees and the proposal of business to be considered by the
shareholders may be made at an annual meeting of 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 of record at the time of giving
of notice provided for in this Section 13(a), 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) of paragraph (a)(1) of this Section 13,
the shareholder must have given timely notice thereof in writing to the
Secretary of the Trust. To be timely, a shareholder’s notice shall be delivered
to the Secretary at the principal executive offices of the Trust not less than
60 days nor more than 90 days prior to the first anniversary of 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, notice by the shareholder to be timely must be so
delivered not earlier than the 90th day prior to such annual meeting and not
later than the close of business on the later of the 60th day prior to such
annual meeting or the tenth day following the day on which public announcement
of the date of such meeting is first made. Such shareholder’s notice shall set
forth (i) as to each person whom the shareholder proposes to nominate for
election or reelection as a Trustee all information relating to such person that
is required to be disclosed in solicitations of proxies for election of
Trustees, or is otherwise required, in each case pursuant to Regulation 14A
under the Securities Exchange Act of 1934, 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 shareholder proposes 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 the beneficial 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 such shareholder, 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 of Trustees to be
elected to the Board of Trustees is increased and there is no public
announcement naming all of the nominees for Trustee or specifying the size of
the increased Board of Trustees made by the Trust at least 70 days prior to the
first anniversary 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 shall
be 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 Shareholders. Only such business shall be conducted at a special
meeting of shareholders as shall have been brought before the meeting pursuant
to the Trust’s notice of meeting. Nominations of persons for election to the
Board of Trustees may be made at a
special 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 determined that
Trustees shall be elected at such special meeting, by any shareholder of the
Trust who was a shareholder of record at the time of giving of notice provided
for in this Section 13(b) and at the time of the special meeting, who is
entitled to vote at the meeting and who complied with the notice procedures set
forth in this Section 13(b). In the event the Trust calls a special meeting of
shareholders for the purpose of electing one or more Trustees to the Board of
Trustees, any such shareholder may nominate a person or persons (as the case may
be) for election to such position as specified in the Trust’s notice of meeting,
if the shareholder’s notice containing the information required by paragraph
(a)(2) of this Section 13 shall be delivered to the Secretary at the principal
executive offices of the Trust not earlier than 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 of the special meeting and
of the nominees proposed by the Trustees to be elected at such
meeting.





(c)
General. (1) Only such persons who are nominated in accordance with the
procedures set forth in this Section 13 shall be eligible to serve as 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 presiding officer of the meeting shall have the power
and duty to determine whether a nomination or any business proposed to be
brought before the meeting was made 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 defective nomination or
proposal be disregarded.





(2)  For
purposes of this Section 13, “public announcement” shall mean disclosure in a
press release reported by the Dow Jones News Service, Associated Press or
comparable news service or in a document publicly filed by the Trust with the
Securities and Exchange Commission pursuant to Sections 12, 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 of the 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 the Trust’s proxy statement
pursuant to Rule 14a-8 under the Exchange Act.





Section
14. Informal Action by
Shareholders. 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 each shareholder entitled to vote on the matter
and any other shareholder entitled to notice of a meeting of shareholders (but
not to vote thereat) has waived in writing any right to dissent from such
action, and such consent and waiver are filed with the minutes of proceedings of
the shareholders.





Section
15. Voting by
Ballot. Voting on any question or in any election may be viva voce unless
the presiding officer shall order or any shareholder shall demand that voting be
by ballot.


Section
16. Control Share
Acquisition Act.  Effective October 8, 2007, the Trust elects
not to be bound by Subtitle 7 of Title of the Corporations and Associations
Article of the Annotated Code of Maryland.








ARTICLE
III


TRUSTEES








Section
1. 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
2. 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 may provide, 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. Special
Meetings. Special meetings of the Trustees may be called by or at the
request of the Chairman of the Board 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 holding any special meeting of the Trustees called
by them.





Section
4. Notice.
Notice of any special meeting shall be given by written notice delivered
personally, telegraphed 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 shall be 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 properly addressed,
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 notice in
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
indicating receipt. 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
5. Quorum. A
majority of the entire Board of Trustees shall constitute a quorum for
transaction of business at any meeting of the Trustees, provided that, if less
than a majority of such Trustees are present at said meeting, a majority of the
Trustees present may adjourn the meeting from time to time without 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
Trustees is required for action, a quorum must also include a majority of such
group.





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





Section
6. Voting. (a)
Except as provided in subsection (b) of this Section 6, the action of the
majority of the Trustees present at a meeting at which a quorum is present shall
be the action of the Trustees, unless the concurrence of a greater proportion is
required for such action by applicable statute.





(b)
Notwithstanding anything in these Bylaws to the contrary, any action pertaining
to any transaction involving the Trust, including the purchase, sale, lease, or
mortgage of any real estate asset or any other transaction, in which a Trustee
or officer of the Trust, or any Affiliate (as defined in the Declaration of
Trust of the Trust) of any of the foregoing persons, has any direct or indirect
interest other than solely as a result of his status as a Trustee, officer, or
shareholder of the Trust, must be approved by a majority of the Independent
Trustees (as defined in the Declaration of Trust), even if the Independent
Trustees constitute less than a quorum.





Section
7. Telephone
Meetings. Trustees may 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 presence in person at the meeting.





Section
8. Informal Action by
Trustees. Any action required or permitted to be taken at any meeting of
the Trustees may be taken without a meeting, if a consent to such action is
given in writing or by electronic transmission and signed by each Trustee (by
electronic means or otherwise), and such written consent is filed in paper or
electronic form with the minutes of proceedings of the Trustees.





Section
9. Vacancies.
If for any reason any or all the Trustees cease to be Trustees, such event shall
not terminate the Trust or affect these Bylaws or the powers of the remaining
Trustees hereunder (even if fewer than two Trustees remain). Any vacancy
(excluding a vacancy created by the removal of a Trustee by shareholder vote)
shall be filled, at any regular meeting or at any special meeting called for
that purpose, by a majority of the remaining Trustees. Any individual so elected
as Trustee shall hold office for the unexpired term of the Trustee he is
replacing.





Section
10. Compensation.
Trustees that are not employees of the Trust or any of its affiliates shall each
receive a fee of $10,000 per quarter. Additionally, the Chairman of the Audit
Committee shall receive an additional $2,500 per quarter; the Chairman of the
Compensation Committee shall receive an additional $750 per quarter; and the
Chairman of the Nominating Committee shall receive an additional $750 per
quarter. All such quarterly fees shall be paid in arrears on the last business
day of the quarter. 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, and for 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 other capacity and receiving compensation
therefor. Trustees are eligible to participate in any share incentive plan
adopted for such purpose by the Trust, and shall each receive, immediately
following each annual meeting of shareholders, an annual grant of restricted
shares valued at $30,000 based on the terms of the Company's share incentive
plan, which shall entitle the holder to any dividends declared on the Trust's
common shares and shall become fully vested on the first anniversary of the
grant date.





Section
11. Resignation and
Removal of Trustees. (a) Any Trustee may resign by providing written
notice to that effect to the Secretary, the President or the Board of
Trustees.





(b) The
shareholders may, at any time, remove any Trustee in the manner provided in the
Declaration of Trust.





Section
12. 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 been
deposited.





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





Section
14. Reliance.
Each Trustee, officer, employee and agent of the Trust shall, 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 of counsel 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 expert may also
be a Trustee.





Section
15. Number and
Qualifications. The number of Trustees of the Trust shall not be less
than three (3) nor more than nine (9). The Trustees shall be classified, with
respect to the terms for which they severally hold office, into separate
classes, in the manner prescribed in the Trust’s Declaration of Trust. At any
regular meeting or at any special meeting called for that purpose, at least two
thirds of the members of the Board of Trustees shall establish, increase or
decrease the number of Trustees, provided that the number thereof shall never be
less than required by Maryland law and further provided that the tenure of
office of a Trustee shall not be affected by any decrease in the number of
Trustees. Trustees need not be shareholders of the Trust.





Section
16. 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
trustee or director or has a material financial interest.


ARTICLE
IV


COMMITTEES








Section
1. Number. Tenure and
Qualifications: Vacancies. The Board of Trustees may appoint from among
its members an Audit Committee, Compensation Committee and other committees
comprised of two or more Trustees. Notice of committee meetings shall be given
in the same manner as notice for special meetings of the Board of
Trustees.





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





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





Section
3.Meetings. 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 Trustee to
act in the place of such absent member.





One-third,
but not less than two, of the members of any committee 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 may designate a chairman of
any committee, and such chairman or any two members of any committee may fix the
time and place of its meetings unless the Board shall otherwise provide. In the
absence or disqualification of 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 or disqualified members; provided, however,
that in the event of the absence or disqualification of an Independent Trustee,
such appointee shall be an Independent Trustee.





Each
committee shall keep minutes of its proceedings and shall report the same to the
Board of Trustees at the meeting next succeeding, and any action by the
committees 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. Telephone
Meetings. Members of a committee of the Trustees may 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 presence in
person at the meeting.





Section
5. Informal Action by
Committees. Any action required or permitted to be taken at any meeting
of a committee of the Trustees may be taken without a meeting, if a consent to
such action is given in writing or by electronic transmission and signed by each
member of the committee (by electronic means or otherwise), and such written
consent is filed in paper or electronic form with the minutes of proceedings of
such committee.





ARTICLE
V


OFFICERS








Section
1. General
Provisions. The officers of the Trust (who may be employed by any
affiliate thereof) shall consist of a Chairman of the Board (who shall be a
Trustee), one or more Chief Operating Officers, a President, one or more Vice
Presidents, a Treasurer, one or more Assistant Treasurers, a Secretary, and one
or more Assistant Secretaries. In addition, 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 Trustees held 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 and qualified 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 office except 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
2. Removal and
Resignation. Any officer or agent of the Trust may be removed by the
Trustees if in their judgment the best interests of the Trust would be served
thereby, but such removal shall be without prejudice to the contract rights, if
any, of the person so removed. Any officer of the Trust may resign at any time
by giving 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
become effective 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 contract rights, if any, of the Trust.





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





Section
4. 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
the Chairman the Chief Executive Officer shall preside over the meetings of the
Trustees and of the shareholders at which he shall be present.





Section
5. Chief Operating
Officer. The Trustees may designate one or more Chief Operating Officers
from among the elected officers. Said officer will have the responsibilities and
duties as set forth by the Trustees.





Section
6. 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 Trustees or the Chief Executive Officer.


Section
7. Chairman of the
Board. 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 of the business and affairs of the Trust. In the absence of
the Chairman of the Board, the Chief Executive Officer shall preside at such
meetings at which he shall be present. The Chairman 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 agent of the Trust or shall be required by law
to be otherwise executed. The Chairman of the Board shall perform such other
duties as may be assigned to him or them by the Trustees.





Section
8. President.
In the absence of the Chairman and the Chief Executive Officer, the President
shall preside over the meetings of the Trustees and of the shareholders at which
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, be
constituted 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 agent of 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 Trustees from time to
time.





Section
9. Vice
President. 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, 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 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
by the President or by the Trustees. The Trustees may designate one or more Vice
Presidents as Executive Vice President or as Vice President for particular areas
of responsibility.





Section
10. Secretary.
The Secretary shall (i) keep the minutes of the proceedings of the shareholders,
the Trustees and committees of the Trustees in one or more books provided for
that purpose; (ii) see that all notices are duly given in accordance with the
provisions of these Bylaws or as required by law; (iii) be custodian of the
trust records and of the seal of the Trust; (iv) keep a register of the post
office address of each shareholder which shall be furnished to the Secretary by
such shareholder; (v) have general charge of the share transfer books of the
Trust; and (vi) 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
Trustees.





Section
11. Treasurer.
The Treasurer shall have the custody of 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 in such depositories as may be
designated by the Trustees.


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





If
required by the Trustees, he 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 office and for the restoration to the
Trust, in case of his death, resignation, retirement or removal from office, of
all books, papers, vouchers, moneys and other property of whatever kind in his
possession or under his control belonging to the Trust.





Section
12. Salaries.
The salaries of the officers shall be fixed from time to time by the Trustees
and no officer shall be prevented from receiving such salary by reason of the
fact that he is also a Trustee.








ARTICLE
VI


CONTRACTS,
LOANS, CHECKS AND DEPOSITS








Section
1. Contracts.
The Trustees 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 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 and binding upon the Trustees and upon
the Trust when authorized or ratified by action of the Trustees.





Section
2. 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 officers, agent or agents of the Trust in such
manner as shall from time to time be determined by the Trustees.





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








ARTICLE
VII


SHARES






Section 1.  Certificated and
Uncertificated Shares. Shares of beneficial interest in the Trust may be
certificated or uncertificated, as provided under Maryland law. All certificates
of beneficial interest of the Trust shall be numbered and shall be entered in
the books of the Trust as they are issued.  They shall exhibit the
holder’s name and number of shares and shall be signed by the Chief Executive
Officer, the President or the Vice President, countersigned by the Secretary or
an Assistant Secretary, the Treasurer or an Assistant Treasurer and may be
sealed with the seal, if any, of the Trust.  Any or all of the
signatures on the certificate may be manual or facsimile.  In case any
officer, transfer agent or registrar who has signed or whose facsimile signature
has been placed upon a certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, it may be issued
by the Trust with the same effect as if he were such officer, transfer agent or
registrar.  Each certificate representing shares which are restricted
as to their beneficial ownership or transferability or voting 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 any shareholder, upon request and without charge, a full statement of
such information.  At the time of issue or transfer of shares without
certificates, the Trust shall send the shareholder a written statement of
information required on the certificates by Section 8-203 of the Maryland REIT
Law.





Section 2.  Transfers. Each
certificate for shares of beneficial interest which are subject to any
restriction on transfer pursuant to the Declaration of Trust, these Bylaws,
applicable securities laws or any agreement among any number of shareholders or
among such holders and the Trust shall have conspicuously noted on the face or
back the certificate either the full text of the restriction or a statement of
the existence of such a restriction.





Except as
otherwise established by rules and regulations established by the Board of
Trustees, and subject to applicable law, transfers of shares of beneficial
interest shall be made on the books of the Trust by the surrender to the Trust
or its transfer agent of a share certificate representing such shares, in the
case of shares of beneficial interest represented by a certificate, or
uncertificated security, in either case, properly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, a written
assignment or power of attorney properly executed, and with such proof of
authority or authenticity of signature as the Trust or its transfer agent may
reasonably require.  Except as may be otherwise required by law, the
Declaration of Trust or these Bylaws, the Trust shall be entitled to treat the
record holder of beneficial interest as shown on its books as the owner of such
beneficial interest for all purposes, including the payment of dividends and the
right to vote with respect to such beneficial interest, regardless of any
transfer, pledge or other disposition of such beneficial interest, until the
shares have been transferred on the books of the Trust in accordance with the
requirements of these Bylaws.




Section 3.Replacement
Certificate. Any officer designated by the Trustees may direct a 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 an
affidavit of that fact by the person claiming the certificate to be lost, stolen
or destroyed. When authorizing the issuance of a new certificate, the officer
designated by the Trustees may, in his discretion and as a condition precedent
to the issuance 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 and/or to give bond, with sufficient surety, to the
Trust to indemnify it against any loss or claim which may arise as a result of
the issuance of a new certificate.




Section 4. Closing of
Transfer Books or 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 any dividend or the allotment of any other
rights, or in order to make a determination of shareholders for any other
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 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, (i) the record date for the determination 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 the meeting;
and (ii) 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, declaring
the dividend or allotment of rights, is adopted.




When a determination of shareholders entitled to vote at any meeting of
shareholders has been 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 5. Stock
Ledger. The Trust 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 each shareholder and the number of
shares of each class held by such shareholder.




Section 6. 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 identical securities 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


SEAL








Section
1. 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 or more duplicate seals and provide for the custody
thereof.





Section
2. Affixing
Seal. Whenever the Trust is required to place 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 on behalf of the Trust.








ARTICLE
IX


INDEMNIFICATION
AND ADVANCE FOR EXPENSES








To the maximum extent permitted by
Maryland law in effect from time to time, the Trust, without requiring a
preliminary determination of the ultimate entitlement to indemnification, shall
indemnify (i) any Trustee, officer or shareholder or any former Trustee, officer
or shareholder (including among the foregoing, for all purposes of this Article
X and without limitation, any individual who, while a 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 or trustee 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
such capacity, against reasonable expenses incurred by him in connection with
the proceeding, (ii) 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 is established that (a) 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, (b) he actually received an improper
personal benefit in money, property or services or (c) in the case of a criminal
proceeding, he had reasonable cause to believe that his act or omission was
unlawful and (iii) each shareholder or former shareholder against any claim or
liability to which he may become subject by reason of such status. In addition,
the Trust shall pay or reimburse, in advance of final disposition of a
proceeding, reasonable expenses incurred by a Trustee, officer or shareholder or
former Trustee, officer or shareholder made a party to a proceeding by reason
such status, provided that, in the case of a Trustee or officer, the Trust shall
have received (a) a written 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 (b) a written
undertaking by or on its behalf 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 or reimbursement 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 nor repeal 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 any act or failure to
act which occurred prior to such amendment, repeal or adoption.





Any
indemnification or payment or reimbursement of the expenses 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 Maryland corporations. 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 MCCL, as in effect from time to time, for
directors of Maryland corporations.








ARTICLE
X


WAIVER
OF NOTICE








Whenever
any notice is required to be given pursuant to the Declaration of Trust or
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 such notice. 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 of
such 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
XI


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
XII


MISCELLANEOUS








All
references to the Declaration of Trust shall include any amendments
thereto.