stockholder that must be disclosed in solicitations of proxies for election of Directors in anelection contest (even if an election contest is not involved), or is otherwise required, in eachcase pursuant to Regulation 14A (or any successor provision) under the Securities Exchange Act of1934, as amended and the rules and regulations promulgated thereunder (the “Exchange Act”). Uponreceiving the Record Date Request Notice, the Board of Directors may fix a Request Record Date.The Request Record Date shall not precede and shall not be more than ten (10) days after the closeof business on the date on which the resolution fixing the Request Record Date is adopted by theBoard of Directors. If the Board of Directors, within ten days after the date on which a validRecord Date Request Notice is received, fails to adopt a resolution fixing the Request Record Date,the Request Record Date shall be the close of business on the tenth (10th) day after thefirst date on which the Record Date Request Notice is received by the secretary.          (2) In order for any stockholder to request a special meeting, one or more written requestsfor a special meeting signed by stockholders of record (or their agents duly authorized in awriting accompanying the request) as of the Request Record Date entitled to cast not less than amajority (the “Special Meeting Percentage”) of all of the votes entitled to be cast at such meeting(the “Special Meeting Request”) shall be delivered to the secretary. In addition, the SpecialMeeting Request (a) shall set forth the purpose of the meeting and the matters proposed to be actedon at it (which shall be limited to those lawful matters set forth in the Record Date RequestNotice received by the secretary), (b) shall bear the date of signature of each such stockholder(or such agent) signing the Special Meeting Request, (c) shall set forth the name and address, asthey appear in the Corporation’s books, of each stockholder signing such request (or on whosebehalf the Special Meeting Request is signed), the class, series and number of all shares of stockof the Corporation which are owned by each such stockholder, and the nominee holder for, and numberof, shares owned by such stockholder beneficially but not of record, (d) shall be sent to thesecretary by registered mail, return receipt requested, and (e) shall be received by the secretarywithin sixty (60) days after the Request Record Date. Any requesting stockholder (or agent dulyauthorized in a writing accompanying the revocation or Special Meeting Request) may revoke his, heror its request for a special meeting at any time by written revocation delivered to the secretary.          (3) The secretary shall inform the requesting stockholders of the reasonably estimated cost ofpreparing and mailing the notice of meeting (including the Corporation’s proxy materials). Thesecretary shall not be required to call a special meeting upon stockholder request and such meetingshall not be held unless, in addition to the documents required by paragraph (2) of this Section3(b), the secretary receives payment of such reasonably estimated cost from the requestingstockholders prior to the preparation and mailing of any notice of the meeting.          (4) Except as provided in the next sentence, any special meeting shall be held at such place,date and time as may be designated by the chairman of the Board of Directors, president, chiefexecutive officer or Board of Directors, whoever has called the meeting. In the case of anyspecial meeting called by the secretary upon the request of stockholders (a “Stockholder RequestedMeeting”), such meeting shall be held at such place, date and time as may be designated by theBoard of Directors; provided, however, that the date of any Stockholder RequestedMeeting shall be not more than ninety (90) days after the record date for such meeting (the“Meeting Record Date”); and providedfurther that if the Board of Directors
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fails to designate, within ten (10) days after the date that a valid Special Meeting Requestis actually received by the secretary (the “Delivery Date”), a date and time for a StockholderRequested Meeting, then such meeting shall be held at 2:00 p.m. local time on the ninetieth (90th)day after the Meeting Record Date or, if such ninetieth (90th) day is not a Business Day (asdefined below), on the first preceding Business Day; and providedfurther that inthe event that the Board of Directors fails to designate a place for a Stockholder RequestedMeeting within ten (10) days after the Delivery Date, then such meeting shall be held at theprincipal executive office of the Corporation. In fixing a date for any special meeting, thechairman of the board, president, chief executive officer or Board of Directors may consider suchfactors as he, she or it deems relevant within the good faith exercise of business judgment,including, without limitation, the nature of the matters to be considered, the facts andcircumstances surrounding any request for the meeting and any plan of the Board of Directors tocall an annual meeting or a special meeting. In the case of any Stockholder Requested Meeting, ifthe Board of Directors fails to fix a Meeting Record Date that is a date within thirty (30) daysafter the Delivery Date, then the close of business on the thirtieth (30th) day after the DeliveryDate shall be the Meeting Record Date. The Board of Directors may revoke the notice for anyStockholder Requested Meeting in the event that the requesting stockholders fail to comply with theprovisions of paragraph (3) of this Section 3(b).          (5) If written revocations of requests for the special meeting have been delivered to thesecretary and the result is that stockholders of record (or their agents duly authorized inwriting), as of the Request Record Date, entitled to cast less than the Special Meeting Percentagehave delivered, and not revoked, requests for a special meeting to the secretary, the secretaryshall: (i) if the notice of meeting has not already been mailed, refrain from mailing the noticeof the meeting and send to all requesting stockholders who have not revoked such requests writtennotice of any revocation of a request for the special meeting, or (ii) if the notice of meeting hasbeen mailed and if the secretary first sends to all requesting stockholders who have not revokedrequests for a special meeting written notice of any revocation of a request for the specialmeeting and written notice of the secretary’s intention to revoke the notice of the meeting, revokethe notice of the meeting at any time before ten days before the commencement of the meeting. Anyrequest for a special meeting received after a revocation by the secretary of a notice of a meetingshall be considered a request for a new special meeting.          (6) The chairman of the Board of Directors, the chief executive officer, the president or theBoard of Directors may appoint regionally or nationally recognized independent inspectors ofelections, who may be the transfer agent for shares of the corporation, or an affiliate thereof, toact as the agent of the Corporation for the purpose of promptly performing a ministerial review ofthe validity of any purported Special Meeting Request received by the secretary. For the purposeof permitting the inspectors to perform such review, no such purported request shall be deemed tohave been delivered to the secretary until the earlier of (i) ten (10) Business Days after receiptby the secretary of such purported request and (ii) such date as the independent inspectors certifyto the Corporation that the valid requests received by the secretary represent at least a majorityof the issued and outstanding shares of stock that would be entitled to vote at such meeting.Nothing contained in this paragraph (6) shall in any way be construed to suggest or imply that theCorporation or any stockholder shall not be entitled to contest the validity of any request,whether during or after such ten (10) Business Day period, or
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to take any other action (including, without limitation, the commencement, prosecution ordefense of any litigation with respect thereto, and the seeking of injunctive relief in suchlitigation).          (7) For purposes of these Bylaws, “Business Day” shall mean any day other than a Saturday, aSunday or a day on which banking institutions in the State of Illinois are authorized or obligatedby law or executive order to close.     Section 4. NOTICE. Not less than ten (10) nor more than ninety (90) days before eachmeeting of stockholders, the secretary shall give to each stockholder entitled to vote at suchmeeting and to each stockholder not entitled to vote who is entitled to notice of the meetingwritten or printed notice stating the time and place of the meeting and, in the case of a specialmeeting or as otherwise may be required by any statute, the purpose for which the meeting iscalled, either by mail, by presenting it to such stockholder personally, by leaving it at thestockholder’s residence or usual place of business or by any other means permitted by Maryland law.If mailed, such notice shall be deemed to be given when deposited in the United States mailaddressed to the stockholder at the stockholder’s address as it appears on the records of theCorporation, with postage thereon prepaid.     Subject to Section 11(a) of this Article II, any business of the Corporation may be transactedat an annual meeting of stockholders without being specifically designated in the notice, exceptsuch business as is required by any statute to be stated in such notice. No business shall betransacted at a special meeting of stockholders except as specifically designated in the notice.     Section 5. ORGANIZATION AND CONDUCT. Every meeting of stockholders shall be conductedby an individual appointed by the Board of Directors to be chairman of the meeting or, in theabsence of such appointment, by the chairman of the Board of Directors or, in the case of a vacancyin the office or absence of the chairman of the Board of Directors, by one of the followingofficers present at the meeting: the vice chairman of the Board of Directors, if there be one, thechief executive officer, the president, the vice presidents in their order of rank and seniority,or, in the absence of such officers, a chairman chosen by the stockholders by the vote of amajority of the votes cast by stockholders present in person or by proxy. The secretary, or, inthe secretary’s absence, an assistant secretary, or in the absence of both the secretary andassistant secretaries, an individual appointed by the Board of Directors or, in the absence of suchappointment, an individual appointed by the chairman of the meeting shall act as secretary. In theevent that the secretary presides at a meeting of the stockholders, an assistant secretary, or inthe absence of an assistant secretary, an individual appointed by the Board of Directors or thechairman of the meeting, shall record the minutes of the meeting. The order of business and allother matters of procedure at any meeting of stockholders shall be determined by the chairman ofthe meeting. The chairman of the meeting may prescribe such rules, regulations and procedures andtake such action as, in the discretion of such chairman, are appropriate for the proper conduct ofthe meeting, including, without limitation, (a) restricting admission to the time set for thecommencement of the meeting; (b) limiting attendance at the meeting to stockholders of record ofthe Corporation, their duly authorized proxies or other such individuals as the chairman of themeeting may determine; (c) limiting participation at the meeting on any matter to stockholders ofrecord of the Corporation entitled to vote on such matter, their duly authorized proxies and other
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such individuals as the chairman of the meeting may determine; (d) limiting the time allottedto questions or comments by participants; (e) determining when the polls should be opened andclosed, (f) maintaining order and security at the meeting; (g) removing any stockholder or anyother individual who refuses to comply with meeting procedures, rules or guidelines as set forth bythe chairman of the meeting; and (h) concluding the meeting or recessing or adjourning the meetingto a later date and time and place announced at the meeting. Unless otherwise determined by thechairman of the meeting, meetings of stockholders shall not be required to be held in accordancewith the rules of parliamentary procedure.     Section 6. QUORUM. At any meeting of stockholders, the presence in person or by proxyof stockholders entitled to cast a majority of all the votes entitled to be cast at such meeting onany matter shall constitute a quorum; but this section shall not affect any requirement under anystatute or the charter of the Corporation (the “Charter”) for the vote necessary for the adoptionof any measure. If, however, such quorum shall not be present at any meeting of the stockholders,the chairman of the meeting shall have the power to adjourn the meeting from time to time to a datenot more than one hundred twenty (120) days after the original record date without notice otherthan announcement at the meeting. At such adjourned meeting at which a quorum shall be present,any business may be transacted which might have been transacted at the meeting as originallynotified.     The stockholders present either in person or by proxy, at a meeting which has been duly calledand convened, may continue to transact business until adjournment, notwithstanding the withdrawalof enough stockholders to leave less than a quorum.     Section 7. VOTING. A plurality of all the votes cast at a meeting of stockholdersduly called and at which a quorum is present shall be sufficient to elect a Director. Each sharemay be voted for as many individuals as there are Directors to be elected and for whose electionthe share is entitled to be voted. A majority of the votes cast at a meeting of stockholders dulycalled and at which a quorum is present shall be sufficient to approve any other matter which mayproperly come before the meeting, unless more than a majority of the votes cast is required bystatute or by the Charter. Unless otherwise provided by statute or by the Charter, eachoutstanding share of stock, regardless of class, shall be entitled to one vote on each mattersubmitted to a vote at a meeting of stockholders.     Section 8. PROXIES. A stockholder may cast the votes entitled to be cast by theshares of stock owned of record by the stockholder in person or by proxy executed by thestockholder or by the stockholder’s duly authorized agent in any manner permitted by law. Suchproxy or evidence of authorization of such proxy shall be filed with the secretary of theCorporation before or at the meeting. No proxy shall be valid more than eleven (11) months afterits date, unless otherwise provided in the proxy.     Section 9. VOTING OF SHARES BY CERTAIN HOLDERS. Shares of stock of the Corporationregistered in the name of a corporation, partnership, trust or other entity, if entitled to bevoted, may be voted by the president or a vice president, a general partner or trustee thereof, asthe case may be, or a proxy appointed by any of the foregoing individuals, unless some other personwho has been appointed to vote such shares pursuant to a bylaw or a resolution of the governingbody of such corporation or other entity or agreement of the partners
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of a partnership presents a certified copy of such bylaw, resolution or agreement, in whichcase such person may vote such shares. Any Director or other fiduciary may vote shares of stockregistered in his or her name as such fiduciary, either in person or by proxy.     Shares of stock of the Corporation directly or indirectly owned by it shall not be voted atany meeting and shall not be counted in determining the total number of outstanding shares entitledto be voted at any given time, unless they are held by it in a fiduciary capacity, in which casethey may be voted and shall be counted in determining the total number of outstanding shares at anygiven time.     The Board of Directors may adopt by resolution a procedure by which a stockholder may certifyin writing to the Corporation that any shares of stock registered in the name of the stockholderare held for the account of a specified person other than the stockholder. The resolution shallset forth the class of stockholders who may make the certification, the purpose for which thecertification may be made, the form of certification and the information to be contained in it; ifthe certification is with respect to a record date or closing of the stock transfer books, the timeafter the record date or closing of the stock transfer books within which the certification must bereceived by the Corporation; and any other provisions with respect to the procedure which the Boardof Directors considers necessary or desirable. On receipt of such certification, the personspecified in the certification shall be regarded as, for the purposes set forth in thecertification, the stockholder of record of the specified shares of stock in place of thestockholder who makes the certification.     Section 10. INSPECTORS. The Board of Directors, in advance of any meeting, may, butneed not, appoint one or more individual inspectors or one or more entities that designateindividuals as inspectors to act at the meeting or any adjournment thereof. If an inspector orinspectors are not appointed, the individual presiding at the meeting may, but need not, appointone or more inspectors. In case any person who may be appointed as an inspector fails to appear oract, the vacancy may be filled by appointment made by the Board of Directors in advance of themeeting or at the meeting by the chairman of the meeting. The inspectors, if any, shall determinethe number of shares outstanding and the voting power of each, the shares represented at themeeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes,ballots or consents, hear and determine all challenges and questions arising in connection with theright to vote, count and tabulate all votes, ballots or consents, determine the result, and do suchacts as are proper to conduct the election or vote with fairness to all stockholders. Each suchreport shall be in writing and signed by him or her or by a majority of them if there is more thanone inspector acting at such meeting. If there is more than one inspector, the report of amajority shall be the report of the inspectors. The report of the inspector or inspectors on thenumber of shares represented at the meeting and the results of the voting shall be prima facieevidence thereof.     Section 11. ADVANCE NOTICE OF STOCKHOLDER NOMINEES FOR DIRECTOR AND OTHER STOCKHOLDERPROPOSALS.     (a) Annual Meetings of Stockholders. (1) Nominations of individuals for election tothe Board of Directors and the proposal of other business to be considered by the stockholders maybe made at an annual meeting of stockholders (i) pursuant to the Corporation’s notice of
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meeting, (ii) by or at the direction of the Board of Directors or (iii) by any stockholder ofthe Corporation who was a stockholder of record both at the time of giving of notice by thestockholder as provided for in this Section 11(a) and at the time of the annual meeting, who isentitled to vote at the meeting and who has complied with this Section 11(a).          (2) For nominations for election to the Board of Directors or other business to be properlybrought before an annual meeting by a stockholder pursuant to clause (iii) of paragraph (a)(1) ofthis Section 11, the stockholder must have given timely notice thereof in writing to the secretaryof the Corporation and such other business must otherwise be a proper matter for action by thestockholders. To be timely, a stockholder’s notice shall set forth all information required underthis Section 11 and shall be delivered to the secretary at the principal executive office of theCorporation not earlier than the one hundred fiftieth (150th) day nor later than 5:00p.m., Eastern Time, on the one hundred twentieth (120th) day prior to the first(1st) anniversary of the date of mailing of the notice for the preceding year’s annualmeeting (for purposes of the Corporation’s 2005 annual meeting, notice of the prior year’s annualmeeting shall be deemed to have been given on March 15, 2004); provided, however, that in the eventthat the date of the annual meeting is advanced or delayed by more than thirty (30) days from thefirst (1st) anniversary of the date of the preceding year’s annual meeting, notice bythe stockholder to be timely must be so delivered not earlier than the one hundred fiftieth(150th) day prior to the date of such annual meeting and not later than 5:00 p.m.,Eastern Time, on the later of the one hundred twentieth (120th) day prior to the date ofsuch annual meeting or the tenth (10th) day following the day on which publicannouncement of the date of such meeting is first made. The public announcement of a postponementor adjournment of an annual meeting shall not commence a new time period for the giving of astockholder’s notice as described above. Such stockholder’s notice shall set forth (i) as to eachindividual whom the stockholder proposes to nominate for election or reelection as a Director (A)the name, age, business address and residence address of such individual, (B) the class, series andnumber of any shares of stock of the Corporation that are beneficially owned by such individual,(C) the date such shares were acquired and the investment intent of such acquisition and (D) allother information relating to such individual that is required to be disclosed in solicitations ofproxies for election of Directors in an election contest (even if an election contest is notinvolved), or is otherwise required, in each case pursuant to Regulation 14A (or any successorprovision) under the Exchange Act (including such individual’s written consent to being named inthe proxy statement as a nominee and to serving as a Director if elected); (ii) as to any otherbusiness that the stockholder proposes to bring before the meeting, a description of such business,the reasons for proposing such business at the meeting and any material interest in such businessof such stockholder and any Stockholder Associated Person (as defined below), individually or inthe aggregate, including any anticipated benefit to the stockholder and the Stockholder AssociatedPerson therefrom; (iii) as to the stockholder giving the notice and any Stockholder AssociatedPerson, the class, series and number of all shares of stock of the Corporation which are owned bysuch stockholder and by such Stockholder Associated Person, if any, and the nominee holder for, andnumber of, shares owned beneficially but not of record by such stockholder and by any suchStockholder Associated Person; (iv) as to the stockholder giving the notice and any StockholderAssociated Person covered by clauses (ii) or (iii) of this paragraph (2) of this Section 11(a), thename and address of such stockholder, as they appear on the Corporation’s stock ledger and currentname and address, if different, and of such Stockholder Associated Person; and (v) to the extentknown by the stockholder giving the notice, the name and address of any other stockholdersupporting
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the nominee for election or reelection as a Director or the proposal of other business on thedate of such stockholder’s notice.          (3) Notwithstanding anything in this subsection (a) of this Section 11 to the contrary, in theevent the Board of Directors increases the number of Directors in accordance with Article III,Section 2 of these Bylaws, and there is no public announcement of such action at least one hundredthirty (130) days prior to the first (1st) anniversary of the date of mailing of thenotice of the preceding year’s annual meeting, a stockholder’s notice required by this Section11(a) shall also be considered timely, but only with respect to nominees for any new positionscreated by such increase, if it shall be delivered to the secretary at the principal executiveoffice of the Corporation not later than 5:00 p.m., Eastern Time, on the tenth (10th)day following the day on which such public announcement is first made by the Corporation.          (4) For purposes of this Section 11, “Stockholder Associated Person” of any stockholder shallmean (i) any person controlling, directly or indirectly, or acting in concert with, suchstockholder, (ii) any beneficial owner of shares of stock of the Corporation owned of record orbeneficially by such stockholder and (iii) any person controlling, controlled by or under commoncontrol with such Stockholder Associated Person.     (b) Special Meetings of Stockholders. Only such business shall be conducted at aspecial meeting of stockholders as shall have been brought before the meeting pursuant to theCorporation’s notice of meeting. Nominations of individuals for election to the Board of Directorsmay be made at a special meeting of stockholders at which Directors are to be elected (i) pursuantto the Corporation’s notice of meeting, (ii) by or at the direction of the Board of Directors or(iii) provided that the Board of Directors has determined that Directors shall be elected at suchspecial meeting, by any stockholder of the Corporation who is a stockholder of record both at thetime of giving of notice provided for in this Section 11 and at the time of the special meeting,who is entitled to vote at the meeting and who complied with the notice procedures set forth inthis Section 11. In the event the Corporation calls a special meeting of stockholders for thepurpose of electing one or more individuals to the Board of Directors, any such stockholder maynominate an individual or individuals (as the case may be) for election as a Director as specifiedin the Corporation’s notice of meeting, if the stockholder’s notice required by paragraph (a)(2) ofthis Section 11 shall be delivered to the secretary at the principal executive office of theCorporation not earlier than the one hundred twentieth (120th) day prior to such specialmeeting and not later than 5:00 p.m., Eastern Time on the later of the ninetieth (90th)day prior to such special meeting or the tenth (10th) day following the day on whichpublic announcement is first made of the date of the special meeting and of the nominees proposedby the Board of Directors to be elected at such meeting. The public announcement of a postponementor adjournment of a special meeting shall not commence a new time period for the giving of astockholder’s notice as described above.     (c) General. (1) Upon written request by the secretary or the Board of Directors orany committee thereof, any stockholder proposing a nominee for election as a Director or anyproposal for other business at a meeting of stockholders shall provide, within five (5) BusinessDays of delivery of such request (or such other period as may be specified in such request),written verification, satisfactory, in the discretion of the Board of Directors or any committeethereof or any authorized officer of the Corporation, to demonstrate the accuracy of any
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information submitted by the stockholder pursuant to this Section 11. If a stockholder failsto provide such written verification within such period, the information as to which writtenverification was requested may be deemed not to have been provided in accordance with this Section11.          (2) Only such individuals who are nominated in accordance with this Section 11 shall beeligible for election by stockholders as Directors, and only such business shall be conducted at ameeting of stockholders as shall have been brought before the meeting in accordance with thisSection 11. The chairman of the meeting shall have the power to determine whether a nomination orany other business proposed to be brought before the meeting was made or proposed, as the case maybe, in accordance with this Section 11 and, if any proposed nomination or business is not incompliance with this Section 11 to declare such defective nomination or proposal be disregarded.          (3) For purposes of this Section 11, (a) the “date of mailing of the notice” shall mean thedate of the proxy statement for the solicitation of proxies for election of Directors and (b)“public announcement” shall mean disclosure (i) in a press release reported by the Dow Jones NewsService, Associated Press, Business Wire, PR Newswire or comparable news service or (ii) in adocument publicly filed by the Corporation with the Securities and Exchange Commission pursuant tothe Exchange Act.          (4) Notwithstanding the foregoing provisions of this Section 11, a stockholder shall alsocomply with all applicable requirements of state law and of the Exchange Act and the rules andregulations thereunder with respect to the matters set forth in this Section 11. Nothing in thisSection 11 shall be deemed to affect any right of a stockholder to request inclusion of a proposalin, nor the right of the Corporation to omit a proposal from, the Corporation’s proxy statementpursuant to Rule 14a-8 (or any successor provision) under the Exchange Act.     Section 12. VOTING BY BALLOT. Voting on any question or in any election may beviva voce unless the presiding officer shall order or any stockholder shall demand thatvoting be by ballot.     Section 13. MEETING BY CONFERENCE TELEPHONE. The Board of Directors or the chairmanof the meeting may permit stockholders to participate in a meeting by means of a conferencetelephone or other communications equipment if all persons participating in the meeting can heareach other at the same time. Participation in a meeting by these means constitutes presence inperson at the meeting.     Section 14. CONTROL SHARE ACQUISITION ACT. Notwithstanding any other provision of theCharter or these Bylaws, Title 3, Subtitle 7 of the Maryland General Corporation Law (or anysuccessor statute) (the “MGCL”) shall not apply to any acquisition by any person of shares of stockof the Corporation. This section may be repealed, in whole or in part, at any time, whether beforeor after an acquisition of control shares and, upon such repeal, may, to the extent provided by anysuccessor bylaw, apply to any subsequent control share acquisition.
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**ARTICLE III****DIRECTORS**     Section 1. GENERAL POWERS. The business and affairs of the Corporation shall bemanaged under the direction of its Board of Directors. All powers of the Corporation may beexercised by or under authority of the Board of Directors, except as conferred on or reserved tothe stockholders by statute or by the Charter or Bylaws.     Section 2. NUMBER, TENURE AND QUALIFICATIONS. At any regular meeting or at anyspecial meeting called for that purpose, a majority of the entire Board of Directors may establish,increase or decrease the number of Directors, provided, that the number thereof shall neverbe less than the five (5), nor more than fifteen (15), and furtherprovided, thatthe tenure of office of a Director shall not be affected by any decrease in the number ofDirectors. At all times, except in the case of a vacancy, a majority of the Board of Directorsshall be Independent Directors (as defined below). For the purposes of these Bylaws, “IndependentDirector” shall mean a Director of the Corporation who meets the independence requirements underthe rules and regulations of the New York Stock Exchange as in effect from time to time.     Section 3. RESIGNATION. Any Director may resign at any time by sending a writtennotice of such resignation to the principal executive office of the Corporation addressed to theChairman of the Board or the President. Unless otherwise specified therein such resignation shalltake effect upon receipt thereof by the Chairman of the Board or the President.     Section 4. ANNUAL AND REGULAR MEETINGS. An annual meeting of the Board of Directorsshall be held immediately after the annual meeting of stockholders, no notice other than this Bylawbeing necessary. In the event such meeting is not so held, the meeting may be held at such timeand place as shall be specified in a notice given as hereinafter provided for special meetings ofthe Board of Directors. The Board of Directors may provide, by resolution, the time and place forthe holding of regular meetings of the Board of Directors without other notice than suchresolution.     Section 5. SPECIAL MEETINGS. Special meetings of the Board of Directors may be calledby or at the request of the chairman of the Board of Directors, the chief executive officer, thepresident or by a majority of the Directors then in office. The person or persons authorized tocall special meetings of the Board of Directors may fix any place as the place for holding anyspecial meeting of the Board of Directors called by them. The Board of Directors may provide, byresolution, the time and place for the holding of special meetings of the Board of Directorswithout other notice than such resolution.     Section 6. NOTICE. Except as provided in Sections 5 and 6, notice of any specialmeeting of the Board of Directors shall be delivered personally or by telephone, electronic mail,facsimile transmission, United States mail or courier to each Director at his or her business orresidence address. Notice by personal delivery, telephone, electronic mail or facsimiletransmission shall be given at least twenty four (24) hours prior to the meeting. Notice by UnitedStates mail shall be given at least three (3) days prior to the meeting. Notice by courier shallbe given at least two (2) days prior to the meeting. Telephone notice shall be deemed to be given
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when the Director or his or her agent is personally given such notice in a telephone call towhich the Director or his or her agent is a party. Electronic mail notice shall be deemed to begiven upon transmission of the message to the electronic mail address given to the Corporation bythe Director. Facsimile transmission notice shall be deemed to be given upon completion of thetransmission of the message to the number given to the Corporation by the Director and receipt of acompleted answer-back indicating receipt. Notice by United States mail shall be deemed to be givenwhen deposited in the United States mail properly addressed, with postage thereon prepaid. Noticeby courier shall be deemed to be given when deposited with or delivered to a courier properlyaddressed. Neither the business to be transacted at, nor the purpose of, any annual, regular orspecial meeting of the Board of Directors need be stated in the notice, unless specificallyrequired by statute or these Bylaws.     Section 7. QUORUM. A majority of the Directors shall constitute a quorum fortransaction of business at any meeting of the Board of Directors, provided, that, if lessthan a majority of such Directors are present at said meeting, a majority of the Directors presentmay adjourn the meeting from time to time without further notice, and provided,further, that if, pursuant to applicable law, the Charter or these Bylaws, the vote of amajority of a particular group of Directors is required for action, a quorum must also include amajority of such group.     The Directors present at a meeting which has been duly called and convened may continue totransact business until adjournment, notwithstanding the withdrawal of enough Directors to leaveless than a quorum.     Section 8. VOTING. The action of the majority of the Directors present at a meetingat which a quorum is present shall be the action of the Board of Directors, unless the concurrenceof a greater proportion is required for such action by applicable law, the Charter or these Bylaws.If enough Directors have withdrawn from a meeting to leave less than a quorum but the meeting isnot adjourned, the action of the majority of that number of Directors necessary to constitute aquorum at such meeting shall be the action of the Board of Directors, unless the concurrence of agreater proportion is required for such action by applicable law, the Charter or these Bylaws.     Section 9. ORGANIZATION. At each meeting of the Board of Directors, the chairman ofthe Board of Directors or, in the absence of the chairman, the vice chairman of the Board ofDirectors, if any, shall act as chairman of the meeting. In the absence of both the chairman andvice chairman of the Board of Directors, the chief executive officer or in the absence of the chiefexecutive officer, the president or in the absence of the president, a Director chosen by amajority of the Directors present, shall act as chairman of the meeting. The secretary or, in hisor her absence, an assistant secretary of the Corporation, or in the absence of the secretary andall assistant secretaries, an individual appointed by the Chairman, shall act as secretary of themeeting.     Section 10. TELEPHONE MEETINGS. Directors may participate in a meeting by means of aconference telephone or other communications equipment if all persons participating in the meetingcan hear each other at the same time. Participation in a meeting by these means shall constitutepresence in person at the meeting.
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     Section 11. CONSENT BY DIRECTORS WITHOUT A MEETING. Any action required or permittedto be taken at any meeting of the Board of Directors may be taken without a meeting, if a consentin writing or by electronic transmission to such action is given by each Director and is filed withthe minutes of proceedings of the Board of Directors.     Section 12. VACANCIES. (a) If for any reason any or all of the Directors cease to beDirectors, such event shall not terminate the Corporation or affect these Bylaws or the powers ofthe remaining Directors hereunder (even if fewer than three Directors remain). Until such time asthe Corporation becomes subject to Section 3-804(c) of the MGCL, any vacancy on the Board ofDirectors for any cause other than an increase in the number of Directors shall be filled by amajority of the remaining Directors, even if such majority is less than a quorum and any vacancy inthe number of Directors 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 a Director shallserve until the next annual meeting of stockholders and his or her successor is elected andqualifies.     (b) If for any reason any or all the Directors cease to be Directors, such event shall notterminate the Corporation or affect these Bylaws or the powers of the remaining Directors hereunder(even if fewer than three Directors remain). At such time as the Corporation becomes subject toSection 3-804(c) of the MGCL, except as may be provided by the Board of Directors in setting theterms of any class or series of stock, any vacancy on the Board of Directors may be filled only bya majority of the remaining Directors, even if the remaining Directors do not constitute a quorum.Any Director so elected to fill a vacancy shall serve for the remainder of the full term of theclass in which the vacancy occurred and until a successor is elected and qualifies.     Section 13. COMPENSATION. Directors shall not, except as authorized in the specificcase by resolution of the Board of Directors, receive any stated salary for their services asDirectors but, by resolution of the Board of Directors, may receive compensation per year and/orper meeting and/or per visit to real property or other facilities owned, leased or to be acquiredby the Corporation and for any service or activity they performed or engaged in as Directors.Directors may be reimbursed for expenses of attendance, if any, at each annual, regular or specialmeeting of the Directors or of any committee thereof and for their expenses, if any, in connectionwith each property visit and any other service or activity they performed or engaged in asDirectors; but nothing herein contained shall be construed to preclude any Directors from servingthe Corporation in any other capacity and receiving compensation therefor.     Section 14. LOSS OF DEPOSITS. No Director shall be liable for any loss which mayoccur by reason of the failure of the bank, trust company, savings and loan association, or otherinstitution with whom moneys or shares of stock have been deposited.     Section 15. SURETY BONDS. Unless required by law, no Director shall be obligated togive any bond or surety or other security for the performance of any of his or her duties.     Section 16. RELIANCE. Each Director, officer, employee and agent of the Corporationshall, in the performance of his or her duties with respect to the Corporation, be
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fully justified and protected with regard to any act or failure to act in reliance in goodfaith upon the books of account or other records of the Corporation, upon an opinion of counsel orupon reports made to the Corporation by any of its officers or employees or by the adviser,accountants, appraisers or other experts or consultants selected by the Board of Directors orofficers of the Corporation, regardless of whether such counsel or expert may also be a Director.     Section 17. CERTAIN RIGHTS OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS. TheDirectors shall have no responsibility to devote their full time to the affairs of the Corporation.Any Director or officer, employee or agent of the Corporation, in his or her personal capacity orin a capacity as an affiliate, employee, or agent of any other person, or otherwise, may havebusiness interests and engage in business activities similar to or in addition to or in competitionwith those of or relating to the Corporation.**ARTICLE IV****COMMITTEES**     Section 1. NUMBER, TENURE AND QUALIFICATIONS. The Board of Directors may appoint fromamong its members an Executive Committee, an Audit Committee, a Compensation Committee, aNominating and Corporate Governance Committee and such other committees as the Board of Directorsmay deem appropriate, composed of one or more Directors, to serve at the pleasure of the Board ofDirectors.     Section 2. POWERS. The Board of Directors may delegate to committees appointed underSection 1 of this Article any of the powers of the Board of Directors, except as prohibited by law.     Section 3. MEETINGS. Notice of committee meetings shall be given in the same manneras notice for special meetings of the Board of Directors.     A majority of the members of any committee shall constitute a quorum for the transaction ofbusiness at any meeting of the committee. The act of a majority of the committee members presentat a meeting for which quorum is present shall be the act of such committee. The Board ofDirectors may designate a chairman of any committee, and such chairman or, in the absence of suchchairman, any two (2) members of any committee (if there are at least two (2) members of thecommittee) may fix the time and place of its meeting unless the Board of Directors shall otherwiseprovide. In the absence of any member of any such committee, the members thereof present at anymeeting, whether or not they constitute a quorum, may appoint another Director to act in the placeof such absent member.     Each committee shall keep minutes of its proceedings.     Section 4. TELEPHONE MEETINGS. Members of a committee of the Board of Directors mayparticipate in a meeting by means of a conference telephone or other communications equipment ifall persons participating in the meeting can hear each other at the same time. Participation in ameeting by these means shall constitute presence in person at the meeting.
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     Section 5. CONSENT BY COMMITTEES WITHOUT A MEETING. Any action required or permittedto be taken at any meeting of a committee of the Board of Directors may be taken without a meeting,if a consent in writing or by electronic transmission to such action is given by each member of thecommittee and is filed with the minutes of proceedings of such committee.     Section 6. VACANCIES. Subject to the provisions hereof, the Board of Directors shallhave the power at any time to change the membership of any committee, to fill all vacancies, todesignate alternate members to replace any absent or disqualified member or to dissolve any suchcommittee.**ARTICLE V****OFFICERS**     Section 1. GENERAL PROVISIONS. The officers of the Corporation shall include apresident, a secretary and a treasurer and may include a chairman of the Board of Directors, a vicechairman of the Board of Directors, a chief executive officer, one or more vice presidents, a chiefoperating officer, a chief financial officer, one or more assistant secretaries and one or moreassistant treasurers. In addition, the Board of Directors may from time to time elect such otherofficers with such powers and duties as it shall deem necessary or desirable. The officers of theCorporation shall be elected annually by the Board of Directors, except that the chief executiveofficer or president may from time to time appoint one or more vice presidents, assistantsecretaries and assistant treasurers or other officers. Each officer shall hold office until hisor her successor is elected and qualifies or until his or her death, or his or her resignation orremoval in the manner hereinafter provided. In its discretion, the Board of Directors may leaveunfilled any office except that of president, treasurer and secretary. Any two (2) or more officesexcept president and vice president may be held by the same person. Election of an officer oragent shall not of itself create contract rights between the Corporation and such officer or agent.All officers of the Corporation as between themselves and the Corporation shall, respectively,have such authority and perform such duties in the management of the property and affairs of theCorporation as may be determined by resolution of the Board of Directors, or in the absence ofcontrolling provisions in a resolution of the Board of Directors, as may be provided in theseBylaws.     Section 2. REMOVAL AND RESIGNATION. Any officer or agent of the Corporation may beremoved, with or without cause, by the Board of Directors if in its judgment the best interests ofthe Corporation would be served thereby, but such removal shall be without prejudice to thecontract rights, if any, of the person so removed. Any officer of the Corporation may resign atany time by giving written notice of his or her resignation to the Board of Directors, the chairmanof the Board of Directors, the president or the secretary. Any resignation shall take effectimmediately upon its receipt or at such later time specified in the notice of resignation. Theacceptance of a resignation shall not be necessary to make it effective unless otherwise stated inthe resignation. Such resignation shall be without prejudice to the contract rights, if any, ofthe Corporation.
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     Section 3. VACANCIES. A vacancy in any office may be filled by the Board of Directorsfor the balance of the term.     Section 4. CHIEF EXECUTIVE OFFICER. The Board of Directors may designate a chiefexecutive officer. In the absence of such designation, the chairman of the Board of Directorsshall be the chief executive officer of the Corporation. The chief executive officer(s) shall havegeneral responsibility for implementation of the policies of the Corporation, as determined by theBoard of Directors, and for the management of the business and affairs of the Corporation. He orshe may execute any deed, mortgage, bond, contract or other instrument, except in cases where theexecution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to someother officer or agent of the Corporation or shall be required by law to be otherwise executed; andin general shall perform all duties incident to the office of chief executive officer and suchother duties as may be prescribed by the Board of Directors from time to time.     Section 5. CHIEF OPERATING OFFICER. The Board of Directors may designate a chiefoperating officer. The chief operating officer shall have the responsibilities and duties as setforth by the Board of Directors or the chief executive officer or, in the absence of a chiefexecutive officer, the president.     Section 6. CHIEF INVESTMENT OFFICER. The Board of Directors may designate a chiefinvestment officer. The chief investment officer shall have the responsibilities and duties as setforth by the Board of Directors or the chief executive officer or, in the absence of a chiefexecutive officer, the president.     Section 7. CHIEF FINANCIAL OFFICER. The Board of Directors may designate a chieffinancial officer. The chief financial officer shall have the responsibilities and duties as setforth by the Board of Directors or the chief executive officer or, in the absence of a chiefexecutive officer, the president.     Section 8. CHAIRMAN OF THE BOARD. The Board of Directors shall designate a chairmanof the Board of Directors. The chairman of the Board of Directors shall preside over the meetingsof the Board of Directors and of the stockholders at which he shall be present. The chairman ofthe Board of Directors shall perform such other duties as may be assigned to him or her by theBoard of Directors.     Section 9. PRESIDENT. In the absence of a chief executive officer, the presidentshall in general supervise and control all of the business and affairs of the Corporation. In theabsence of a designation of a chief operating officer by the Board of Directors, the presidentshall be the chief operating officer. He or she may execute any deed, mortgage, bond, contract orother instrument, except in cases where the execution thereof shall be expressly delegated by theBoard of Directors or by these Bylaws to some other officer or agent of the Corporation or shall berequired by law to be otherwise executed; and in general shall perform all duties incident to theoffice of president and such other duties as may be prescribed by the Board of Directors from timeto time.
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     Section 10. VICE PRESIDENTS. In the absence of the president or in the event of avacancy in such office, the vice president (or in the event there be more than one vice president,the vice presidents in the order designated at the time of their election or, in the absence of anydesignation, then in the order of their election) shall perform the duties of the president andwhen so acting shall have all the powers of and be subject to all the restrictions upon thepresident; and shall perform such other duties as from time to time may be assigned to such vicepresident by the president or by the Board of Directors. The Board of Directors may designate oneor more vice presidents as executive vice president, senior vice president or as vice president forparticular areas of responsibility.     Section 11. SECRETARY. The secretary shall (a) keep the minutes of the proceedings ofthe stockholders, the Board of Directors and committees of the Board of Directors in one or morebooks provided for that purpose; (b) see that all notices are duly given in accordance with theprovisions of these Bylaws or as required by law; (c) be custodian of the corporate records and ofthe seal of the Corporation; (d) keep a register of the post office address of each stockholderwhich shall be furnished to the secretary by such stockholder; (e) have general charge of the stocktransfer books of the Corporation; and (f) in general perform such other duties as from time totime may be assigned to him by the chief executive officer, the president or by the Board ofDirectors. The assistant secretary may perform all of the duties of the secretary as set forth inthese Bylaws and all references to the secretary in these Bylaws shall also refer to the deputysecretary.     Section 12. TREASURER. The treasurer shall have the custody of the funds andsecurities of the Corporation and shall keep full and accurate accounts of receipts anddisbursements in books belonging to the Corporation and shall deposit all moneys and other valuableeffects in the name and to the credit of the Corporation in such depositories as may be designatedby the Board of Directors. In the absence of a designation of a chief financial officer by theBoard of Directors, the treasurer shall be the chief financial officer of the Corporation.     The treasurer shall disburse the funds of the Corporation as may be ordered by the Board ofDirectors, taking proper vouchers for such disbursements, and shall render to the president andBoard of Directors, at the regular meetings of the Board of Directors or whenever it may sorequire, an account of all his or her transactions as treasurer and of the financial condition ofthe Corporation.     If required by the Board of Directors, the treasurer shall give the Corporation a bond in suchsum and with such surety or sureties as shall be satisfactory to the Board of Directors for thefaithful performance of the duties of his or her office and for the restoration to the Corporation,in case of his or her death, resignation, retirement or removal from office, of all books, papers,vouchers, moneys and other property of whatever kind in his or her possession or under his or hercontrol belonging to the Corporation.     Section 13. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The assistant secretariesand assistant treasurers, in general, shall perform such duties as shall be assigned to them by thesecretary or treasurer, respectively, or by the president or the Board of Directors. The assistanttreasurers shall, if required by the Board of Directors, give bonds for the
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faithful performance of their duties in such sums and with such surety or sureties as shall besatisfactory to the Board of Directors.     Section 14. SALARIES. The salaries and other compensation of the senior officers (asdesignated by the Board of Directors) shall be fixed from time to time by the Board of Directors ora committee thereof and no officer shall be prevented from receiving such salary or othercompensation by reason of the fact that he or she is also a Director.**ARTICLE VI****CONTRACTS, LOANS, CHECKS AND DEPOSITS**     Section 1. CONTRACTS. The Board of Directors or any committee of the Board ofDirectors within the scope of its delegated authority, may authorize any officer or agent to enterinto any contract or to execute and deliver any instrument in the name of and on behalf of theCorporation and such authority may be general or confined to specific instances. Any agreement,deed, mortgage, lease or other document shall be valid and binding upon the Corporation when dulyauthorized or ratified by action of the Board of Directors or such committee and executed by anauthorized person.     Section 2. CHECKS AND DRAFTS. All checks, drafts or other orders for the payment ofmoney, notes or other evidences of indebtedness issued in the name of the Corporation shall besigned by such officer or agent of the Corporation in such manner as shall from time to time bedetermined by the Board of Directors.     Section 3. DEPOSITS. All funds of the Corporation not otherwise employed shall bedeposited from time to time to the credit of the Corporation in such banks, trust companies orother depositories as the Board of Directors may designate.**ARTICLE VII****STOCK**     Section 1. CERTIFICATES. Except as otherwise provided in these Bylaws, this Sectionshall not be interpreted to limit the authority of the Board of Directors to issue some or all ofthe shares of any or all of the Corporation’s classes or series without certificates. Eachstockholder, upon written request to the secretary of the Corporation, shall be entitled to acertificate or certificates which shall represent and certify the number of shares of each class ofstock held by him in the Corporation. Each certificate shall be signed by the chairman of theBoard of Directors, vice chairman of the Board of Directors, chief executive officer, chiefoperating officer, chief financial officer, president, general counsel or a vice president andcountersigned by the secretary or an assistant secretary or the treasurer or an assistant treasurerand may be sealed with the seal, if any, of the Corporation. The signatures may be either manualor facsimile. Certificates shall be consecutively numbered; and if the Corporation shall, fromtime to time, issue several classes of stock, each class may have its own number series. Acertificate is valid and may be issued whether or not an officer who signed it is still an officerwhen it is issued. Each certificate representing shares which are restricted as to their
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transferability or voting powers, which are preferred or limited as to their dividends or asto their allocable portion of the assets upon liquidation or which are redeemable at the option ofthe Corporation, shall have a statement of such restriction, limitation, preference or redemptionprovision, or a summary thereof, plainly stated on the certificate. If the Corporation hasauthority to issue stock of more than one class, the certificate shall contain on the face or backa full statement or summary of the designations and any preferences, conversion and other rights,voting powers, restrictions, limitations as to dividends and other distributions, qualificationsand terms and conditions of redemption of each class of stock and, if the Corporation is authorizedto issue any preferred or special class in series, the differences in the relative rights andpreferences between the shares of each series to the extent they have been set and the authority ofthe Board of Directors to set the relative rights and preferences of subsequent series. In lieu ofsuch statement or summary, the certificate may state that the Corporation will furnish a fullstatement of such information to any stockholder upon request and without charge. If any class ofstock is restricted by the Corporation as to transferability, the certificate shall contain a fullstatement of the restriction or state that the Corporation will furnish information about therestrictions to the stockholder on request and without charge.     Section 2. TRANSFERS. No transfers of shares of the Corporation shall be made if (i)void *ab initio*pursuant to any provision of the Charter or (ii) the Board of Directors, pursuant toany provision of the Charter or applicable law, shall have refused to permit the transfer of suchshares. Permitted transfers of shares of the Corporation shall be made on the share transfer booksof the Corporation only upon the instruction of the registered holder thereof, or by his or herattorney thereunto authorized by power of attorney duly executed and filed with the secretary orwith a transfer agent or transfer clerk, and upon surrender of the certificate or certificates, ifissued, for such shares properly endorsed or accompanied by a duly executed share transfer powerand the payment of all taxes thereon. Upon surrender to the Corporation or the transfer agent ofthe Corporation of a stock certificate duly endorsed or accompanied by proper evidence ofsuccession, assignment or authority to transfer, the Corporation shall issue a new certificate tothe person entitled thereto, cancel the old certificate and record the transaction upon its books.     The Corporation shall be entitled to treat the holder of record of any share of stock as theholder in fact thereof and, accordingly, shall not be bound to recognize any equitable or otherclaim to or interest in such share or on the part of any other person, whether or not it shall haveexpress or other notice thereof, except as otherwise provided by the laws of the State of Maryland.     Notwithstanding the foregoing, transfers of shares of any class of stock will be subject inall respects to the Charter and all of the terms and conditions contained therein.     Section 3. REPLACEMENT CERTIFICATE. Any officer designated by the Board of Directorsmay direct a new certificate to be issued in place of any certificate previously issued by theCorporation alleged to have been lost, stolen or destroyed upon the making of an affidavit of thatfact by the person claiming the certificate to be lost, stolen or destroyed. When authorizing theissuance of a new certificate, an officer designated by the Board of Directors may, in his or herdiscretion 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 suchmanner as he or she shall require and/or to give bond, with sufficient surety, or
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other indemnities to the Corporation to indemnify it against any loss or claim which may ariseas a result of the issuance of a new certificate.     Section 4. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. The Board of Directorsmay set, in advance, a record date for the purpose of determining stockholders entitled to noticeof or to vote at any meeting of stockholders or determining stockholders entitled to receivepayment of any dividend or the allotment of any other rights, or in order to make a determinationof stockholders for any other proper purpose. Such date, in any case, shall not be prior to theclose of business on the day the record date is fixed and shall be not more than ninety (90) daysand, in the case of a meeting of stockholders, not less than ten (10) days, before the date onwhich the meeting or particular action requiring such determination of stockholders of record is tobe held or taken.     In lieu of fixing a record date, the Board of Directors may provide that the stock transferbooks shall be closed for a stated period but not longer than twenty (20) days. If the stocktransfer books are closed 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 ten (10) days before thedate of such meeting.     If no record date is fixed and the stock transfer books are not closed for the determinationof stockholders, (a) the record date for the determination of stockholders entitled to notice of orto vote at a meeting of stockholders shall be at the close of business on the day on which thenotice of meeting is mailed or the thirtieth (30th) day before the meeting, whichever is the closerdate to the meeting; and (b) the record date for the determination of stockholders entitled toreceive payment of a dividend or an allotment of any other rights shall be the close of business onthe day on which the resolution of the Board of Directors, authorizing the dividend or allotment ofrights, is adopted.     When a determination of stockholders entitled to vote at any meeting of stockholders has beenmade as provided in this section, such determination shall apply to any adjournment thereof, exceptwhen (i) the determination has been made through the closing of the transfer books and the statedperiod of closing has expired or (ii) the meeting is adjourned to a date more than one hundredtwenty (120) days after the record date fixed for the original meeting, in either of which case anew record date shall be determined as set forth herein.     Section 5. STOCK LEDGER. The Corporation shall maintain at its principal office or atthe office of its counsel, accountants or transfer agent, an original or duplicate stock ledgercontaining the name and address of each stockholder and the number of shares of each class held bysuch stockholder.     Section 6. FRACTIONAL STOCK; ISSUANCE OF UNITS. The Board of Directors may issuefractional stock or provide for the issuance of scrip, all on such terms and under such conditionsas they may determine. Notwithstanding any other provision of the Charter or these Bylaws, theBoard of Directors may issue units consisting of different securities of the Corporation. Anysecurity issued in a unit shall have the same characteristics as any identical securities issued bythe Corporation, except that the Board of Directors may provide
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that for a specified period securities of the Corporation issued in such unit may betransferred on the books of the Corporation only in such unit.     Section 7. CERTIFICATION OF BENEFICIAL OWNERS. The Board of Directors may adopt byresolution a procedure by which a stockholder of the Corporation may certify in writing to theCorporation that any shares of stock registered in the name of the stockholder are held for theaccount of a specified person other than the stockholder. The resolution shall set forth the classof stockholders who may certify; the purpose for which the certification may be made; the form ofcertification and the information to be contained in it; if the certification is with respect to arecord date or closing of the stock transfer books, the time after the record date or closing ofthe stock transfer books within which the certification must be received by the Corporation; andany other provisions with respect to the procedure which the Board of Directors considers necessaryor desirable. On receipt of a certification which complies with the procedure adopted by the Boardof Directors in accordance with this Section, the person specified in the certification is, for thepurpose set forth in the certification, the holder of record of the specified stock in place of thestockholder who makes the certification.**ARTICLE VIII****ACCOUNTING YEAR**     The Board of Directors shall have the power, from time to time, to fix the fiscal year of theCorporation by a duly adopted resolution.**ARTICLE IX****DISTRIBUTIONS**     Section 1. AUTHORIZATION. Dividends and other distributions upon the stock of theCorporation may be authorized by the Board of Directors, subject to the provisions of law and theCharter. Dividends and other distributions may be paid in cash, property or shares of stock of theCorporation, subject to the provisions of law and the Charter.     Section 2. CONTINGENCIES. Before payment of any dividends or other distributions,there may be set aside out of any assets of the Corporation available for dividends or otherdistributions such sum or sums as the Board of Directors may from time to time, in its absolutediscretion, think proper as a reserve fund for contingencies, for equalizing dividends or otherdistributions, for repairing or maintaining any property of the Corporation or for such otherpurpose as the Board of Directors shall determine to be in the best interests of the Corporation,and the Board of Directors may modify or abolish any such reserve.**ARTICLE X****INVESTMENT POLICIES**     Subject to the provisions of the Charter, the Board of Directors may from time to time adopt,amend, revise or terminate any policy or policies with respect to investments by the Corporation asit shall deem appropriate in its sole discretion.
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**ARTICLE XI****SEAL**     Section 1. SEAL. The Board of Directors may authorize the adoption of a seal by theCorporation. The seal shall contain the name of the Corporation, the year of its incorporation,and the words “Incorporated Maryland.” The Board of Directors may authorize one or more duplicateseals and provide for the custody thereof.     Section 2. AFFIXING SEAL. Whenever the Corporation is permitted or required to affixits seal to a document, it shall be sufficient to meet the requirements of any law, rule orregulation relating to a seal to place the word “(SEAL)” adjacent to the signature of the personauthorized to execute the document on behalf of the Corporation.**ARTICLE XII****INDEMNIFICATION AND ADVANCE OF EXPENSES**     To the maximum extent permitted by Maryland law in effect from time to time, the Corporationshall indemnify and, without requiring a preliminary determination of the ultimate entitlement toindemnification, shall pay or reimburse reasonable expenses in advance of final disposition of aproceeding to (a) any individual who is a present or former Director or officer of the Corporationand who is made or threatened to be made a party to the proceeding by reason of his or her servicein that capacity or (b) any individual who, while a Director or officer of the Corporation and atthe request of the Corporation, serves or has served as a Director, officer, partner or trustee ofsuch corporation, real estate investment trust, partnership, joint venture, trust, employee benefitplan or other enterprise and who is made or threatened to be made a party to the proceeding byreason of his or her service in that capacity. The Corporation may, with the approval of its Boardof Directors, or a duly authorized committee thereof, provide such indemnification and advance forexpenses to a person who served a predecessor of the Corporation in any of the capacities describedin (a) or (b) above and to any employee or agent of the Corporation or a predecessor of theCorporation. The indemnification and payment of expenses provided in these Bylaws shall not bedeemed exclusive of or limit in any way other rights to which any person seeking indemnification orpayment of expenses may be or may become entitled under any bylaw, regulation, insurance, agreementor otherwise.     Neither the amendment nor repeal of this Article, nor the adoption or amendment of any otherprovision of the Bylaws or Charter inconsistent with this Article, shall apply to or affect in anyrespect the applicability of the preceding paragraph with respect to any act or failure to actwhich occurred prior to such amendment, repeal or adoption.**ARTICLE XIII****WAIVER OF NOTICE**     Whenever any notice is required to be given pursuant to the Charter or these Bylaws orpursuant to applicable law, a waiver thereof in writing, signed by the person or persons entitled
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to such notice, whether before or after the time stated therein, shall be deemed equivalent tothe giving of such notice. Neither the business to be transacted at nor the purpose of any meetingneed be set forth in the waiver of notice, unless specifically required by statute. The attendanceof any person at any meeting shall constitute a waiver of notice of such meeting, except where suchperson attends a meeting for the express purpose of objecting to the transaction of any business onthe ground that the meeting is not lawfully called or convened.**ARTICLE XIV****AMENDMENT OF BYLAWS**     The Board of Directors shall have the exclusive power to adopt, alter or repeal any provisionof these Bylaws and to make new Bylaws.**ARTICLE XV****MISCELLANEOUS**     Section 1. BOOKS AND RECORDS. The Corporation shall keep correct and complete booksand records of its accounts and transactions and minutes of the proceedings of its stockholders andBoard of Directors and of an executive or other committee when exercising any of the powers of theBoard of Directors. The books and records of the Corporation may be in written form or in anyother form which can be converted within a reasonable time into written form for visual inspection.Minutes shall be recorded in written form but may be maintained in the form of a reproduction. Theoriginal or a certified copy of these Bylaws shall be kept at the principal office of theCorporation.     Section 2. VOTING STOCK IN OTHER COMPANIES. Stock of other corporations orassociations, registered in the name of the Corporation, may be voted by the president, avice-president, or a proxy appointed by either of them. The Board of Directors, however, may byresolution appoint some other person to vote such shares, in which case such person shall beentitled to vote such shares upon the production of a certified copy of such resolution.     Section 3. EXECUTION OF DOCUMENTS. A person who holds more than one office in theCorporation may not act in more than one capacity to execute, acknowledge, or verify an instrumentrequired by law to be executed, acknowledged, or verified by more than one officer.
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