**Exhibit 3.2**

** **

** **

**AMENDED AND RESTATEDBYLAWS**

**OF**

**U.S. RESTAURANT PROPERTIES, INC.**

 

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**TABLE OF CONTENTS**

 
| ARTICLE I   | OFFICES AND RECORDS |
|-------------|---------------------|
|        |
|        | Section 1.1.        | Principal Office |
|        | Section 1.2.        | Additional Offices |
|        | Section 1.3.        | Books and Records |
|        |                |
| ARTICLE II  | STOCKHOLDERS        |
|        |
|        | Section 2.1.        | Annual Meeting |
|        | Section 2.2.        | Special Meetings |
|        | Section 2.3.        | Notice of Meeting |
|        | Section 2.4.        | Scope of Notice |
|        | Section  2.5.       | Quorum |
|        | Section 2.6.        | Voting |
|        | Section  2.7.       | Proxies |
|        | Section  2.8.       | Notice of Stockholder Business and  Nominations. |
|        |                | A. | Annual Meeting of Stockholders. |
|        |                | B. | Special Meetings of Stockholders |
|        |                | C. | General. |
|        | Section 2.9.        | Voting by Ballet |
|        | Section 2.10.       | Inspectors |
|        | Section 2.11.       | Informal Action |
|        |                |
| ARTICLE III | BOARD OF DIRECTORS  |
|        |                |
|        | Section 3.1.        | General Powers |
|        | Section 3.2.        | Number, Tenure and Qualifications |
|        | Section 3.3.        | Annual and Regular Meetings |
|        | Section 3.4.        | Special Meetings |
|        | Section 3.5.        | Notice |
|        | Section 3.6.        | Quorum |
|        | Section  3.7.       | Voting |
|        | Section 3.8.        | Participation By Conference Telephone |
|        | Section 3.9.        | Informal Action |
|        | Section 3.10.       | Vacancies |
|        | Section 3.11.       | Compensation |
|        | Section 3.12.       | Removal |
|        | Section 3.13.       | Removal of Directors |
|        | Section 3.14.       | Loss of Deposit |
|        | Section 3.15.       | Surety Bonds |
|        | Section 3.16.       | Reliance |
|        | Section 3.17.       | Certain Rights of Directors, Officers, Employees and Agents |
|             |                     |  |  |  |  |

 

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| ARTICLE IV   | COMMITTEES                             |
|--------------|----------------------------------------|
|         |
|         | Section 4.1.                           | Number, Tenure and Qualifications |
|         | Section  4.2.                          | Powers |
|         | Section  4.3.                          | Meetings |
|         | Section 4.4.                           | Telephone Meetings |
|         | Section 4.5.                           | Informal Action by Committees |
|         |
| ARTICLE V    | OFFICERS                               |
|         |
|         | Section 5.1.                           | General Provisions |
|         | Section 5.2.                           | Removal and Resignation |
|         | Section 5.3.                           | Vacancies |
|         | Section 5.4.                           | Chief Executive Officer |
|         | Section 5.5.                           | Chief Operating Officer |
|         | Section 5.6.                           | Chief Financial Officer |
|         | Section 5.7.                           | Chairman of the Board |
|         | Section 5.8.                           | President |
|         | Section 5.9.                           | Vice President |
|         | Section 5.10.                          | Secretary |
|         | Section 5.11.                          | Treasurer |
|         | Section 5.12.                          | Assistant Secretaries and Assistant  Treasurers |
|         | Section 5.13.                          | Salaries |
|         |
| ARTICLE VI   | CONTRACTS, LOANS,  CHECKS AND DEPOSITS |
|         |
|         | Section  6.1.                          | Contracts |
|         | Section 6.2.                           | Checks and Drafts |
|         | Section  6.3.                          | Deposits |
|         |
| ARTICLE VII  | STOCK                                  |
|         |
|         | Section 7.1.                           | Certificates |
|         | Section 7.2.                           | Transfers |
|         | Section 7.3.                           | Lost Certificate |
|         | Section 7.4.                           | Closing of Transfer Books or Fixing of  Record Date |
|         | Section 7.5.                           | Stock Ledger |
|         | Section  7.6.                          | Fractional Stock; Issuance of Units |
|         |
| ARTICLE VIII | ACCOUNTING YEAR                        |
|         |
| ARTICLE IX   | DIVIDENDS                              |
|         |
|         | Section 9.1.                           | Declaration |
|         | Section  9.2.                          | Contingencies |
|         |
| ARTICLE X    | INVESTMENT POLICY                      |
|         |
| ARTICLE XI   | SEAL                                   |
|         |
|         | Section  11.1.                         | Seal |
|         | Section 11.2.                          | Affixing Seal |
|              |                                        |  |  |  |  |  |  |  |  |  |  |

 

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| ARTICLE XII  | INDEMNIFICATION     |
|--------------|---------------------|
|         |
| ARTICLE XIII | WAIVER OF NOTICE    |
|         |
| ARTICLE XIV  | AMENDMENT OF BYLAWS |

 

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** **

**AMENDED AND RESTATEDBYLAWS**

**OF**

**U.S. RESTAURANTPROPERTIES, INC.**

 

**Incorporated underthe Laws of the State of Maryland**

# ** **

# **ARTICLE I**

# ** **

# **OFFICES AND RECORDS**

## ** **

## **Section1.1****.          ****Principal Office**. The principal office of the Corporation shall be located at such placeor places as the Board of Directors may designate.

## ** **

## **Section1.2.          ****Addition****al Offices**.  TheCorporation may have such other offices as the Board of Directors from time totime may designate or as the business of the Corporation from time to time mayrequire.

## ** **

## **Section1.3.          ****Books and Re****cords**.  The books andrecords of the Corporation may be kept, either within or without the State ofMaryland, at such place or places as the Board of Directors from time to timemay designate.

# ** **

# **ARTICLE II**

# ** **

# **STOCKHOLDERS**

## ** **

## **Section2.1.          ****Annual****Meeting**.  An annualmeeting of the stockholders of the Corporation shall be held on the firstTuesday of June of each year commencing with 1998, or such other date and atsuch time as may be fixed by resolution of the Board of Directors.

 

## **Section2.2.          ****Special****Meetings**.  Subject tothe rights of the holders of any class or series of preferred stock of the Corporation(“Preferred Stock”) to elect additional directors under specifiedcircumstances, special meetings of the stockholders may be called only by theChairman of the Board, the Chief Executive Officer, the President, the Board ofDirectors pursuant to a resolution adopted by a majority of the total number ofdirectors constituting the

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## whole Board of Directors (the “Whole Board”), or by written request tothe Secretary by the holders of not less than ten percent (10%) of all of theshares then outstanding and entitled to vote at such meeting (the “VotingStock”); provided that (i) the Secretary shall inform the stockholdersrequesting such meeting of the reasonably estimated cost of preparing and disseminatingnotice thereof and shall not be required to give such notice until theCorporation has received payment in such amount from such stockholders and(ii) unless requested by holders of a majority of the Voting Stock, theSecretary shall not be required to call a special meeting to consider anymatter which is substantially the same as a matter voted on at any specialmeeting of the stockholders held during the twelve (12) months preceding therequest to call such new special meeting.

 

## **Section2.3.          ****Notice of****Meeting**.  Written orprinted notice, stating the place, day and hour of the meeting and, in the caseof a special meeting, the purpose or purposes for which the meeting is called,shall be prepared and delivered by the Corporation, not less than ten (10) daysnor more than ninety (90) days before the date of the meeting, personally, bymail, or by leaving it at his residence or usual place of business, to eachstockholder of record entitled to vote at such meeting and to each otherstockholder or other person, if any, entitled to notice of the meeting.  If mailed, such notice shall be deemed to bedelivered when deposited in the United States mail with postage thereonprepaid, addressed to the stockholder at his or her address as it appears onthe stock transfer books of the Corporation. Any previously scheduled meeting of the stockholders may be postponed byresolution of the Board of Directors upon public notice given prior to the datescheduled for such meeting.

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## **Section2.4.          ****Scope****of Notice**.  Anybusiness of the Corporation may be transacted at an annual meeting ofstockholders without being specifically designated in the notice, except suchbusiness as is required by statute to be stated in such notice.  No business shall be transacted at a specialmeeting of stockholders except as specifically designated in the notice.

## ** **

## **Section2.5.****          ****Quorum**.  Exceptas otherwise provided by law or by the Articles of Incorporation of theCorporation, as the same may be amended or restated from time to time (the“Charter”), the holders of a majority of the Voting Stock, represented inperson or by proxy, shall constitute a quorum at a meeting of stockholders,except that when specified business is to be voted on by a class or seriesvoting as a class, the holders of a majority of the shares of such class orseries shall constitute a quorum for the transaction of such business.  If, however, such quorum shall not bepresent at any meeting of the stockholders, the stockholders entitled to voteat such meeting, present in person or by proxy, shall have power to adjourn themeeting from time to time to a date not more than 120 days after the originalrecord date without notice other than announcement at the meeting, present inperson or by proxy, shall have power to adjourn the meeting from time to timeto a date not more than 120 days after the original record date without noticeother than announcement at the meeting. At such adjourned meeting at which a quorum shall be present, anybusiness may be transacted which might have been transacted at the meeting asoriginally notified.

## ** **

## **Section2.6.          ****Voti****ng**.  A plurality ofall the votes cast at a meeting of stockholders duly called and at which aquorum is present shall be sufficient to elect a director.  Each share may be voted for as manyindividuals as there are directors to be elected and for whose election theshare is entitled to be voted.  Amajority of the votes cast at a meeting of stockholders duly called and at whicha quorum is present shall be sufficient to approve any other matter which mayproperly

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## come before the meeting, unless more than a majority of the votes castis required by statute or by the Charter of the Corporation.  Subject to the rights of the holders of anyclass or series of Preferred Stock to elect directors under specifiedcircumstances, and to the laws of the State of Maryland, each outstandingshare, regardless of class, shall be entitled to one vote on each mattersubmitted to a vote at a meeting of stockholders.

## ** **

## **Section2.7****.          ****Proxies**.  Atall meetings of stockholders, a stockholder entitled to vote may vote in personor by proxy executed in writing thereby or by his duly authorized attorney-in-fact.  A proxy shall not be valid after eleven (11)months from the date of its execution unless a longer period is expresslystated therein.  Each proxy must befiled with the Secretary of the Corporation or his representative at or beforethe time of the meeting to which it relates.

## ** **

## **Section2.8****.          ****Notice of Stockholder Business and Nominations**.

### ** **

### **A.            Annual Meeting of****Stockholders.**

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#### (1)           Nominationsof persons for election to the Board of Directors of the Corporation and theproposal of business to be considered by the stockholders may be made at anannual meeting of stockholders (i) pursuant to the Corporation’s notice ofmeeting delivered pursuant to Section 2.4 of these Bylaws; (ii) by orat the direction of the Chairman of the Board of Directors; or (iii) byany stockholder of the Corporation who is entitled to vote at the meeting, whohas complied with the notice procedures set forth in clauses (2) and (3) ofthis Paragraph  A and who was a stockholder of record at the timesuch notice is delivered to the Secretary of the Corporation.

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#### (2)           Fornominations or other business to be properly brought before an annual meetingby a stockholder pursuant to clause (iii) of Paragraph  A(1) of thisSection 2.9, the stockholder must have given timely notice thereof inwriting to the Secretary of the Corporation. To be timely, a stockholder’s notice shall be delivered to the Secretaryat the principal office of the Corporation not less than sixty (60) days normore than ninety (90) days prior to the anniversary of the preceding year’sannual meeting; provided, however, that in the event that thedate of an annual meeting is advanced by more than thirty (30) days or delayedby more than sixty (60) days from such anniversary date, to be timely notice bythe stockholder must be so delivered not earlier than the ninetieth (90th) dayprior to such annual meeting and not later than the close of business on thelater of the sixtieth (60th) day prior to such annual meeting or the tenth(10th) day following the day on which public announcement of the date of suchmeeting is first made.  Suchstockholder’s notice shall set forth (i) as to each person whom thestockholder proposes to nominate for election or reelection as a director, allinformation relating to such person that is required to be disclosed insolicitations of proxies for election of directors, or is otherwise required,pursuant to Regulation 14A under the Securities Exchange Act of 1934, asamended, or any successor statute thereto (the “Exchange Act”), including suchperson’s written consent to being named in the proxy statement as a nominee andto serving as a director if elected; (ii) as to any other business thatthe stockholder proposes to bring before the meeting, a brief description ofthe business desired to be brought before the meeting, the reasons forconducting such business at the meeting and any material interest in suchbusiness of such stockholder and the beneficial owner, if any, on whose behalf theproposal is made; and (iii) as to the stockholder giving the notice andthe beneficial owner, if any, on whose behalf the nomination or proposal ismade (a) the name and address of such stockholder, as they appear on

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#### the Corporation’s stock transfer books, and the name and address ofsuch beneficial owner; (b) the class or series and number of shares ofshares of the Corporation which are owned beneficially and of record by suchstockholder and such beneficial owner; and (c) the date or dates uponwhich the stockholder acquired ownership of such shares.

####  

#### (3)           Notwithstandinganything in the second sentence of Paragraph  A(2) of thisSection 2.9 to the contrary, in the event that the number of directors tobe elected to the Board of Directors of the Corporation is increased and thereis no public announcement naming all of the nominees for director or specifyingthe size of the increased Board of Directors made by the Corporation at leastseventy (70) days prior to the first anniversary of the preceding year’s annualmeeting, a stockholder’s notice required by Paragraph  A of thisSection 2.9 shall also be considered timely, but only with respect tonominees for any new positions created by such increase, if it shall bedelivered to the Secretary at the principal executive offices of theCorporation not later than the close of business on the tenth (10th) dayfollowing the day on which such public announcement is first made by theCorporation.

### ** **

### **B.           ****Special Meetings****of Stockholders**.  Only such business shall be conductedat a special meeting of stockholders as shall have been brought before themeeting pursuant to the Corporation’s notice of meeting pursuant toSection 2.4 of these Bylaws. Nominations of persons for election to the Board of Directors may bemade at a special meeting of stockholders at which directors are to be electedpursuant to the Corporation’s notice of meeting (i) by or at the directionof the Board of Directors or (ii) by any stockholder of the Corporationwho is entitled to vote at the meeting, who complies with the notice proceduresset forth in this Section 2.9 and who is a stockholder of record at thetime such notice is delivered to the Secretary of the Corporation.  Nominations by stockholders of persons forelection to the

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### Board of Directors may be made at such a special meeting ofstockholders if the stockholder’s notice as required by Paragraph  A(2) ofthis Section 2.9 shall be delivered to the Secretary at the principaloffice of the Corporation not earlier than the ninetieth (90th) day prior tosuch special meeting and not later than the close of business on the later ofthe sixtieth (60th) day prior to such special meeting or the tenth (10th) dayfollowing the day on which public announcement is first made of the date of thespecial meeting and of the nominees proposed by the Board of Directors to beelected at such meeting.

### ** **

### **C.           ****General**.

####  

#### (1)           Onlypersons who are nominated in accordance with the procedures set forth in thisSection 2.9 shall be eligible to serve as directors, and only suchbusiness shall be conducted at a meeting of stockholders as shall have beenbrought before the meeting in accordance with the procedures set forth in thisSection 2.9.  Except as otherwiseprovided by law, the Charter or these Bylaws, the chairman of the meeting shallhave the power and duty to determine whether a nomination or any businessproposed to be brought before the meeting was made or brought in accordancewith the procedures set forth in this Section 2.9 and, if any proposednomination or business is determined not to be in compliance herewith, todeclare that such defective nomination or proposal shall be disregarded.

####  

#### (2)           Forpurposes of this Section 2.9, “public announcement” shall mean disclosurein a press release reported by the Dow Jones News Service, Associated Press orcomparable national news service or in a document publicly filed by theCorporation with the Securities and Exchange Commission pursuant toSection 13, 14 or 15(d) of the Exchange Act.

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#### (3)           Notwithstandingthe foregoing provisions of this Section 2.9, a stockholder shall alsocomply with all applicable requirements of state law and of the Exchange Actand the rules and regulations thereunder with respect to the matters set forthherein.  Nothing in this Bylaw shall bedeemed to affect any rights of stockholders to request inclusion of proposalsin the Corporation’s proxy statement pursuant to Rule l4a-8 under the ExchangeAct or to create any additional rights with respect to any such inclusion.

## ** **

## **Section2.9.****          ****Vot****ing by Ballet**. Voting on any question or in any election may be vivavoce,unless the presiding officer of the meeting shall order, or any stockholdershall demand, that voting be by written ballot.

## ** **

## **Section2.10.       ****Insp****ectors**.  At anymeeting of stockholders, the chairman of such meeting may, and upon the requestof any stockholder shall, appoint one or more persons as inspectors for suchmeeting.  Such inspector or inspectorsshall ascertain and report the number of shares represented at such meeting inperson or by proxy, based upon the determination of such inspector orinspectors of the validity and effect of proxies, count all votes, report theresults and perform such other acts as are proper to conduct voting withimpartiality and fairness to all stockholders. Each report of inspectors shall be in writing and signed by theinspector or, if there is more than one, by a majority of inspectors acting atsuch meeting, in which event the report of the majority shall be the report ofthe inspectors.  The report of theinspector or inspectors on the number of shares represented at a meeting andthe results of voting thereat shall be primafacie evidencethereof.

## ** **

## **Section2.11.       ****Inform****al Action**.  Anyaction required or permitted to be taken at a meeting of stockholders may betaken without a meeting if a consent in writing, setting forth such action, issigned by each stockholder entitled to vote on the matter and anotherstockholder

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## entitled to notice of a meeting of stockholders (but not to votethereat) has waived in writing, any right to dissent from such action, and suchconsent and waiver are filed with the minutes of proceedings of thestockholders.

# ** **

 

# **ARTICLE III**

# ** **

# **BOARD OF DIRECTORS**

## ** **

## **Section3.1.          ****Genera****l Powers**.  Thebusiness and affairs of the Corporation shall be managed under the direction ofits Board of Directors.

## ** **

## **Section3.2.          ****Numbe****r, Tenure and Qualifications**.  At any regular meeting or at any special meeting called for thatpurpose, a majority of the entire Board of Directors may establish, increase ordecrease the number of directors, provided that the number thereof shall neverbe less than the minimum number required by the Maryland General CorporationLaw, nor more than 15, and further provided that the tenure of office of adirector shall not be affected by any decrease in the number of directors.  Each director shall hold office for the termfor which he is elected and until his successor is elected and qualified.

## ** **

## **Section3.3.          ****Annual an****d Regular Meetings**. An annual meeting of the Board of Directors to elect officers andconsider other business shall be held without notice other than thisSection 3.4 immediately after, and at the same place as, each annualmeeting of stockholders.  The Board ofDirectors may, by resolution, designate the time and place for additionalregular meetings without notice other than such resolution.

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## **Section3.4.          ****Special M****eetings**.  Specialmeetings of the Board of Directors shall be called at the request of theChairman of the Board, the Chief Executive Officer, the President or a majorityof the Board of Directors.  The personor persons authorized to call special meetings of the Board of Directors mayfix the place and time of the meeting.

## ** **

## **Section3.5.          ****Not****ice**.  Notice of anyspecial meeting shall be given to each director at his business or residenceaddress by mail, by telegram or express courier, charges prepaid, by facsimileor telephonic communication.  If mailed,such notice shall be deemed adequately delivered if deposited in the UnitedStates mails so addressed, with postage thereon prepaid, at least five (5) daysbefore the day of such meeting.  If bytelegram, such notice shall be deemed adequately delivered if the telegram isdelivered to the telegraph company at least twenty-four (24) hours before thetime set for such meeting.  If byexpress courier, the notice shall be deemed adequately given if delivered tothe courier company at least two (2) days before the day of such meeting.  If by telephone or facsimile, the noticeshall be deemed adequately delivered if given at least twelve (12) hours priorto the time set for such meeting. Neither the business to be transacted at, nor the purpose of, anyregular or special meeting of the Board of Directors need be specified in thenotice of such meeting.

## ** **

## **Section3.6.          ****Quo****rum**.  A majority ofthe directors shall constitute a quorum for transaction of business at anymeeting of the Board of Directors, provided that, if less than a majority ofsuch directors are present at said meeting, a majority of the directors presentmay adjourn the meeting from time to time without further notice, and providedfurther that if, pursuant to the Charter of the Corporation or these Bylaws,the vote of a majority of a particular group of directors is required foraction, a quorum must also include a majority of such group.

 

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The Board ofDirectors present at a meeting which has been duly called and convened maycontinue to transact business until adjournment, notwithstanding the withdrawalof enough directors to leave less than a quorum.

## ** **

## **Section 3.7.          ****Vo****ting**.  The action ofthe majority of the directors present at a meeting at which a quorum is presentshall be the action of the Board of Directors, unless the occurrence of agreater proportion is required for such action by applicable statute.

## ** **

## **Section3.8.          ****Participatio****n By Conference Telephone**. Members of the Board of Directors, or any committee thereof, mayparticipate on a meeting of such Board or committee by means of conference telephoneor similar communications equipment by means of which all persons participatingin the meeting can hear each other, and participation in a meeting pursuant tothis Section 3.8 shall constitute presence in person at such meeting.

## ** **

## **Section3.9.          ****Info****rmal Action**.  Anyaction required or permitted to be taken at any meeting of the Board ofDirectors may be taken without a meeting, if a consent in writing to suchaction is signed by each director and such written consent is filed with theminutes of proceedings of the Board of Directors.

## ** **

## **Section3.10.       ****Vaca****ncies**.  If for anyreason any or all the directors cease to be directors, such event shall notterminate the Corporation or affect these Bylaws or the powers of the remainingdirectors hereunder (even if fewer than three directors remain).  Any vacancy on the Board of Directors forany cause other than an increase in the number of directors shall be filled bya majority of the remaining directors, although such majority is less than aquorum.  Any vacancy in the number ofdirectors created by an increase in the number of directors may be filled by amajority vote of the entire Board of Directors.  Any individual so elected as director shall hold office for theunexpired term of the director he is replacing.

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## **Section3.11.       ****Compen****sation**.  Directorsshall not receive any stated salary for their services as directors but, byresolution of the Board of Directors, fixed sums per year and/or permeeting.  Expenses of attendance, ifany, may be allowed to directors for attendance at each annual, regular orspecial meeting of the Board of Directors or of any committee thereof; butnothing herein contained shall be construed to preclude any directors fromserving the Corporation in any other capacity and receiving compensationtherefor.

## ** **

## **Section3.12.       ****Rem****oval**.  Subject to therights of the holders of any class or series of Preferred Stock to electadditional directors under specified circumstances, any director, or the entireBoard of Directors, may be removed from office at any time, but only for causeand only by the affirmative vote of the holders of at least two-thirds percentof the then outstanding Voting Stock, voting together as a single class.

## ** **

## **Section 3.13.       ****Remova****l of Directors**.  TheStockholders may remove any director for cause or without cause, in the mannerprovided in the Charter of Corporation

## ** **

## **Section3.14.       ****Loss****of Deposit**.  Nodirector shall be liable for any loss which may occur by reason of the failureof the bank, trust company, savings and loan association, or other institutionwith whom monies or stock have been deposited.

## ** **

## **Section3.15.       ****Suret****y Bonds**.  Unlessrequired by law, no director shall be obligated to give any bond or surety orother security for the performance of any of his duties.

## ** **

## **Section3.16.       ****Relia****nce**.  Each director,officer, employee and agent of the Corporation shall, in the performance of hisduties with respect to the Corporation, be fully justified and protected withregard to any act or failure to act in reliance in good faith upon the books ofaccount or other records of the Corporation, upon an opinion of counsel or uponreports made to the Corporation by any of its officers or employees or by theadviser, accountants, appraisers or

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## other experts or consultants selected by the Board of Directors orofficers of the Corporation, regardless of whether such counsel or expert mayalso be a director.

## ** **

## **Section3.17.       ****CertainRight****s of Directors, Officers,Employees and Agents**.  Thedirectors shall have no responsibility to devote their full time to the affairsof the Corporation.  Any director orofficer, employee or agent of the corporation, in his personal capacity or in acapacity as an affiliate, employee, or agent of any other person, or otherwise,may have business interests and engage in business activities similar to or inaddition to those of or relating to the Corporation.

# ** **

# **ARTICLE IV**

# ** **

# **COMMITTEES**

## ** **

## **Section4.1.          ****Num****ber, Tenure and Qualifications**.  The Board of Directors may appoint from among its members anExecutive Committee, an Audit Committee and other committees, composed of twoor more directors, to serve at the pleasure of the Board of Directors.

## ** **

## **Section 4.2.          ****Po****wers**.  The Board ofDirectors may delegate to committees appointed under Section 1 of this Articleany of the powers of the Board of Directors, except as prohibited by law.

## ** **

## **Section4.3.          ****M****eetings**.  In theabsence of any member of any such committee, the members thereof present at anymeeting, whether or not they constitute a quorum, may appoint another directorto act in the place of such absent member.

## ** **

## **Section4.4.          ****Telep****hone Meetings**. Members of a committee of the Board of Directors may participate in ameeting by means of a conference telephone or similar communications equipmentif all persons participating in the meeting can hear each other at the sametime.  Participation in a meeting bythese means shall constitute presence in person at the meeting.

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## **Section4.5.          ****Info****rmal Action by Committees**. Any action required or permitted to be taken at any meeting of acommittee of the Board of Directors may be taken without a meeting, if aconsent in writing to such action is signed by each member of the committee andsuch written consent is filed with the minutes of proceedings of suchcommittee.

# ** **

# **ARTICLE V**

# ** **

# **OFFICERS**

 

## **Section5.1.          ****Gener****al Provisions**.  Theofficers of the Corporation shall include a chief executive officer, apresident, a secretary and a treasurer and may include a chairman of the board(or one, or more co-chairmen of the board), a vice chairman of the board, oneor more vice presidents, a chief operating officer, a chief financial officer,a treasurer, one or more assistant secretaries and one or more assistanttreasurers.  In addition, the Board ofDirectors may from time to time appoint such other officers with such powersand duties as they shall deem necessary or desirable.  The officers of the Corporation shall be elected annually by theBoard of Directors at the first meeting of the Board of Directors held aftereach annual meeting of stockholders, except that the chief executive officermay appoint one or more vice presidents, assistant secretaries and assistanttreasurers.  If the election of officersshall not be held at such meeting, such election shall be held as soonthereafter as may be convenient.  Eachofficer shall hold office until his successor is elected and qualifies or untilhis death, resignation or removal in the manner hereinafter provided.  Any two or more offices except president andvice president may be held by the same person. In its discretion, the Board of Directors may leave unfilled any officeexcept that of president, treasurer and secretary.  Election of an officer or agent shall not of itself createcontract rights between the Corporation and such officer or agent.

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## **Section5.2.          ****Remov****al and Resignation**. Any officer or agent of the Corporation may be removed by the Board ofDirectors if in its judgment the best interests of the Corporation would beserved thereby, but such removal shall be without prejudice to the contractrights, if any, of the person so removed. Any officer of the Corporation may resign at any time by giving writtennotice of his resignation to the Board of Directors, the chairman of the board(or any co-chairman of the board if more than one), the president or thesecretary.  Any resignation shall takeeffect at any time subsequent to the time specified therein or, if the timewhen it shall become effective is not specified therein, immediately upon itsreceipt.  The acceptance of aresignation shall not be necessary to make it effective unless otherwise statedin the resignation.

## ** **

## **Section5.3.          ****Vac****ancies**.  A vacancy inany office may be filled by the Board of Directors for the balance of the term.

 

## **Section5.4.          ****Chie****f Executive Officer**. The Board of Directors shall designate a chief executive officer.  In the absence of such designation, thechairman of the board (or, if more than one, the co-chairmen of the board inthe order designated at the time of their election or, in the absence of anydesignation, then in the order of their election) shall be the chief executiveofficer of the Corporation.  The chiefexecutive officer shall have general responsibility for implementation of thepolicies of the Corporation, as determined by the Board of Directors, and for themanagement of the business and affairs of the corporation.

## ** **

## **Section5.5.          ****Chief****Operating Officer**. The Board of Directors may designate a chief operating officer.  The chief operating officer shall have theresponsibilities and duties as set forth by the Board of Directors or the chiefexecutive officer.

##  

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## **Section5.6.          ****Chief****Financial Officer**. The Board of Directors may designate a chief financial officer.  The chief financial officer shall have theresponsibilities and duties as set forth by the Board of Directors or the chiefexecutive officer.

## ** **

## **Section5.7.          ****Cha****irman of the Board**. The Board of Directors shall designate a chairman of the board (or oneor more co-chairmen of the board).  Thechairman of the board shall preside over the meetings of the Board of Directorsand of the stockholders at which he shall be present.  If there be more than one, the co-chairmen designated by theBoard of Directors will perform such duties. the chairman of the board shall perform such other duties as may beassigned to him or them by the Board of Directors.

## ** **

## **Section5.8.          ****Pre****sident**.  Thepresident or chief executive officer, as the case may be, shall in generalsupervise and control all of the business and affairs of the corporation.  IN the absence of a designation of a chiefoperating officer by the Board of Directors, the president shall be the chiefoperating officer.  He may execute anydeed, mortgage, bond, contract or other instrument, except in cases where theexecution thereof shall be expressly delegated by the Board of Directors or bythese Bylaws to some other officer or agent of the corporation or shall berequired by law to be otherwise executed; and in general shall perform allduties incident to the office of president and such other duties as may beprescribed by the Board of Directors from time to time.

## ** **

## **Section5.9.          ****Vice****President**.  In theabsence of the president or in the event of a vacancy in such office, the vicepresident (or in the event there be more than one vice president, the vice presidentsin the order designated at the time of their election or, in the absence of anydesignation, then in the order of their election) shall perform the duties ofthe president and when so acting shall have all the powers of and be subject toall the restrictions upon the president; and

##  

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shall perform such other dutiesas from time to time may be assigned to him by the president or by the Board ofDirectors.  the Board of Directors maydesignate one or more vice presidents as executive vice president or as vicepresident for particular areas of responsibility.

## ** **

## **Section5.10.       ****Sec****retary**.  Thesecretary shall (a) keep the minutes of the proceedings of the stockholders,the Board of Directors and committees of the Board of Directors in one or morebooks provided for that purpose; (b) see that all notices are duly givenin accordance with the provisions of these Bylaws or as required by law;(c) be custodian of the trust records and of the seal of the Corporation;(d) keep a register of the post office address of each stockholder whichshall be furnished to the secretary by such stockholder; (e) have generalcharge of the share transfer books of the Corporation; and (f) in generalperform such other duties as from time to time may be assigned to him by thechief executive officer, the president or by the Board of Directors.

## ** **

## **Section5.11.       ****Trea****surer**.  The treasurershall have the custody of the funds and securities of the Corporation and shallkeep full and accurate accounts of receipts and disbursements in booksbelonging to the Corporation and shall deposit all moneys and other valuableeffects in the name and to the credit of the Corporation in such depositoriesas may be designated by the Board of Directors.  In the absence of a designation of a chief financial officer bythe Board of Directors, the treasurer shall be the chief financial officer ofthe Corporation.

 

The treasurershall disburse the funds of the Corporation as may be ordered by the Board of Directors,taking proper vouchers for such disbursements, and shall render to thepresident and Board of Directors, at the regular meetings of the Board ofDirectors or whenever it may so require, an account of all his transactions astreasurer and of the financial condition of the Corporation.

 

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If required bythe Board of Directors, he shall give the Corporation a bond in such sum andwith such surety or sureties as shall be satisfactory to the Board of Directorsfor the faithful performance of the duties of his office and for therestoration to the Corporation, in case of his death, resignation, retirementor removal from office, all books, papers, vouchers, moneys and other propertyof whatever kind in his possession or under his control belonging to theCorporation.

## ** **

## **Section5.12.       ****Assi****stant Secretaries and Assistant Treasurers**.  The assistant secretaries and assistanttreasurers, in general, shall perform such duties as shall be assigned to themby the secretary or treasurer, respectively, or by the president or the Boardof Directors.  The assistant treasurersshall, if required by the Board of Directors, give bonds for the faithfulperformance of their duties in such sums and with such surety or sureties asshall be satisfactory to the Board of Directors.

## ** **

## **Section5.13.       ****Sal****aries**.  The salariesof the officers shall be fixed from time to time by the Board of Directors andno officer shall be prevented from receiving such salary by reason of the factthat he is also a direct.

# ** **

# **ART**ICLE VI

# ** **

# **CONTRACTS, LOANS, CHECKS ANDDEPOSITS**

## ** **

## **Section6.1.          ****C****ontracts**.  The Boardof Directors may authorize any officer or agent to enter into any contract orto execute and deliver any instrument in the name of and on behalf of theCorporation and such authority may be general or confined to specificinstances.  Any agreement, deed,mortgage, lease or other document executed by one or more of the directors orby an authorized person shall be valid and binding upon the Board of Directorsand upon the Corporation when authorized or ratified by action of the Board ofDirectors.

##  

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## **Section6.2.          ****Checks****and Drafts**.  Allchecks, drafts or other orders of the payment of money, notes or otherevidences of indebtedness issued in the name of the Corporation shall be signedby such officer or officers, agent or agents of the Corporation and in suchmanner as shall from time to time be determined by the Board of Directors.

## ** **

## **Section6.3.          ****De****posits**.  All funds ofthe Corporation not otherwise employed shall be deposited from time to time tothe credit of the Corporation in such banks, trust companies or otherdepositories as the Board of Directors may designate.

# ** **

# **ARTICLE VII**

# ** **

# **STOCK**

## ** **

## **Section7.1.          ****Certific****ates**.  Eachstockholder shall be entitled to a certificate or certificates which shallrepresent and certify the number of shares of each class of stock held by himin the Corporation.  Each certificateshall be signed by the chief executive officer, the president or a vicepresident and countersigned by the secretary or an assistant secretary or thetreasurer or an assistant treasurer and may be sealed with the seal, if any, ofthe Corporation.  The signatures may beeither manual or facsimile.  Certificatesshall be consecutively numbered; and if the Corporation shall, from time totime, issue several classes of stock, each class may have its own numberseries.  A certificate is valid and maybe issued whether or not an officer who signed it is still an officer when itis issued.  Each certificaterepresenting shares which are restricted as to their transferability or votingpowers, which are preferred or limited as to their dividends or as to theirallocable portion of the assets upon liquidation or which are redeemable at theoption of the Corporation, shall have a statement of such restriction,limitation, preference or redemption provision, or a summary thereof, plainlystated on the certificate.  In lieu ofsuch statement or summary, the Corporation may set forth upon the face or backof the certificate a

##  

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statement that the Corporationwill furnish to any stockholder, upon request and without charge, a fullstatement of such information.

## ** **

## **Section7.2.          ****Transf****ers**.  Upon surrenderto the Corporation or the transfer agent of the Corporation of a stockcertificate duly endorsed or accompanied by proper evidence of succession,assignment or authority to transfer, the Corporation shall issue a new certificateto the person entitled thereto, cancel the old certificate and record thetransaction upon its books.

 

TheCorporation shall be entitled to treat the holder of record of any share ofstock as the holder in fact thereof and, accordingly, shall not be bound torecognize any equitable or other claim to or interest in such share on the partof any other person, whether or not it shall have express or other noticethereof, except as otherwise provided by the laws of the State of Maryland.

 

Notwithstandingthe foregoing, transfers of shares of any class of stock will be subject in allrespects to the Charter of the Corporation and all of the terms and conditions.

## ** **

## **Section7.3.          ****Lost Cert****ificate**.  The Boardof Directors (or any officer designated by it) may direct a new certificate tobe issued in place of any certificate previously issued by the Corporationalleged to have been lost, stolen or destroyed upon the making of an affidavitof that fact by the person claiming the certificate to be lost, stolen or destroyed.  When authorizing the issuance of a newcertificate, the Board of Directors may, in its discretion and as a conditionprecedent to the issuance thereof, require the owner of such lost, stolen ordestroyed certificate or his legal representative to advertise the same in suchmanner as they shall require and/or to give bond, with sufficient surety, tothe Corporation to indemnify it against any loss or claim which may arise as aresult of the issuance of a new certificate.

##  

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## **Section7.4.          ****Closing ofTransfer B****ooks or Fixing of RecordDate**.  The Board of Directorsmay set, in advance a record date for the purpose of determining stockholdersentitled to notice of or to vote at any meeting of stockholders, orstockholders entitled to receive payment of any dividend or the allotment ofany other rights, or in order to make a determination of stockholders for anyother proper purpose.  Such date, in anycase, shall not be prior to the close of business on the day the record date isfixed and shall be not more than 90 days and, in the case of a meeting ofstockholders, not less than ten days, before the date on which the meeting orparticular action requiring such determination of stockholders is to be held ortaken.

 

In lieu offixing a record date, the Board of Directors may provide that the stocktransfer books shall be closed for a stated period but not longer than 20days.  If the stock transfer books areclosed for the purpose of determining stockholders entitled to notice of or tovote at a meeting of stockholders, such books shall be closed for at least tendays before the day of such meeting.

 

If no recorddate is fixed and the stock transfer books are not closed for the determinationof stockholders, (a) the record date for the determination of stockholdersentitled to notice of or to vote at a meeting of stockholders shall be at theclose of business on the day on which the notice of meeting is mailed or the30th day before the meeting, whichever is the closer date to the meeting; and(b) the record date for the determination of stockholders entitled to receivepayment of a dividend or an allotment of any other rights shall be the close ofbusiness on the day on which the resolution of the directors, declaring thedividend or allotment of rights, is adopted.

 

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When a determination of stockholders entitled to voteat any meeting of stockholders has been made as provided in this section, suchdetermination shall apply to any adjournment thereof, except where thedetermination has been made through the closing of the transfer books and thestated period of closing has expired.

## ** **

## **Section7.5.          ****Stock Ledg****er**.  The Corporationshall maintain at its principal office or at the office of its counsel,accountants or transfer agent, an original or duplicate share ledge containingthe name and address of each stockholder and the number of shares of each heldby such stockholder.

## ** **

## **Section7.6.****          ****Fractional Stock; Issuanceof Units**.  The Board ofDirectors may issue fractional stock or provide for the issuance of scrip, allon such terms and under such conditions as they may determine.  Notwithstanding any other provision of theCharter or these Bylaws, the Board of Directors may issue units consisting ofdifferent securities of the Corporation. Any security issued in a unit shall have the same characteristics as anyidentical securities issued by the Corporation, except that the Board ofDirectors may provide that for a specified period securities of the Corporationissued in such unit may be transferred on the books of the Corporation only insuch unit.

 

# **ARTICLEVIII**

# ** **

# **ACCOUNTING YEAR**

 

The Board ofDirectors shall have the power, from time to time, to fix the fiscal year ofthe Corporation by a duly adopted resolution.

 

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# **ARTICLE IX**

# ** **

# **DIVIDENDS**

## ** **

## **Section9.1.          ****Decl****aration**.  Dividendsupon the stock of the Corporation may be declared by the Board of Directors,subject to the provisions of law and the Charter of the Corporation.  Dividends may be paid in cash, property orstock of the Corporation, subject to the provisions of law and the Charter.

## ** **

## **Section9.2.          ****Conti****ngencies**.  Beforepayment of any dividends, there may be set aside out of any funds of theCorporation available for dividends such sum or sums as the Board of Directorsmay from time to time, in its absolute discretion, think proper as a reservefund for contingencies, for equalizing dividends, for repairing or maintainingany property of the Corporation or for such other purpose as the Board ofDirectors shall determine to be in the best interest of the Corporation, andthe Board of Directors may modify or abolish any such reserve in the manner inwhich it was created.

# ** **

# **ARTICLE X**

# ** **

# **INVESTMENT POLICY**

 

Subject to theprovisions of the Charter of the Corporation, the Board of Directors may fromtime to time adopt, amend, revise or terminate any policy or policies withrespect to investments by the Corporation as it shall deem appropriate in itssole discretion.

# **ARTICLE XI**

# ** **

# **SEAL**

## ** **

## **Section 11.1.       ****Seal**.  The Board ofDirectors may authorize the adoption of a seal by the Corporation.  The seal shall have inscribed thereon thename of the Corporation and the year of its organization.  The Board of Directors may authorize one ormore duplicate seals and provide for the custody thereof.

##  

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## **Section11.2.       ****Affi****xing Seal**.  Wheneverthe Corporation is required to place its seal to a document, it shall besufficient to meet the requirements of any law, rule or regulation relating toa seal to place the word “(SEAL)” adjacent to the signature of the personauthorized to execute the document on behalf of the Corporation.

# ** **

# **ARTICLE XII**

# ** **

# **INDEMNIFICATION**

 

To the maximumextent permitted by Maryland law in effect form time to time, the Corporation,without requiring a preliminary determination of the ultimate entitlement toindemnification, shall indemnify and shall pay or reimburse reasonable expensesin advance of final disposition of a proceeding to (i) any individual who is apresent or former director or officer of the Corporation or (ii) anyindividual who, while a director of the Corporation and at the request of theCorporation, serves or has served another corporation, partnership, jointventure, trust, employee benefit plan or any other enterprise as a director,officer, partner or trustee of such corporation, partnership, joint venture,trust, employee benefit plan or other enterprise.  The Corporation may, with the approval of its Board of Directors,provide such indemnification and advancement of expenses to a person who servedas a predecessor of the Corporation in any of the capacities described in (i)or (ii) above and to any employee or agent of the Corporation or a predecessorof the Corporation.

 

Neither theamendment nor repeal of this Article, nor the adoption or amendment of anyother provision of the Bylaws or Charter of the Corporation inconsistent withthis Article, shall apply to or affect in any respect the applicability of thepreceding paragraph with respect to any act or failure to act which occurredprior to such amendment, repeal or adoption.

# ** **

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# **ARTICLEXIII**

# ** **

# **WAIVER OF NOTICE**

 

Whenever anynotice is required to be given pursuant to the Charter of the Corporation orthese Bylaws or pursuant to applicable law, a waiver thereof in writing, signedby the person or persons entitled to such notice, whether before or after thetime stated herein, shall be deemed equivalent to the giving of suchnotice.  Neither the business to betransacted at nor the purpose of any meeting need be set forth in the waiver ofnotice, unless specifically required by statute.  The attendance of any person at any meeting shall constitute awaiver of notice of such meeting, except where such person attends a meetingfor the express purpose of objecting to the transaction of any business on theground that the meeting is not lawfully called or convened.

# ** **

# **ARTICLE XIV**

# ** **

# **AMENDMENT OF BYLAWS**

 

The Board ofDirectors shall have the exclusive power to adopt, alter or repeal anyprovision of these Bylaws and to make new Bylaws.

 

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