**Exhibit 3.2**

#### ** **

**THIRDAMENDED AND RESTATED**

 

**BYLAWS**

 

***of***

 

**BEHRINGER  HARVARD MULTIFAMILY REIT I, INC.**

 

***a MarylandCorporation***

 

***AS ADOPTED BY THE BOARD OF DIRECTORS ON June 25, 2008***

***AND EFFECTIVE AS OF September 2, 2008***

 

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**TABLEOF CONTENTS**

 
| ** **                          | ** **                                                       | **Page** |
|-------------------------------------|------------------------------------------------------------------|----------|
|                                |                                                             |     |
| ARTICLE I OFFICES                   | 1                                                                |
| Section 1.01.                  | **Principal Offices**                                            | 1        |
| Section 1.02.                  | **Additional Offices**                                           | 1        |
| ARTICLE II MEETINGS OF STOCKHOLDERS | 1                                                                |
| Section 2.01.                  | **Place**                                                        | 1        |
| Section 2.02.                  | **Annual Meeting**                                               | 1        |
| Section 2.03.                  | **Special Meetings**                                             | 1        |
| Section 2.04.                  | **Notice for Meetings**                                          | 2        |
| Section 2.05.                  | **Scope of Notice**                                              | 2        |
| Section 2.06.                  | **Organization and Conduct**                                     | 2        |
| Section 2.07.                  | **Quorum; Adjournment**                                          | 2        |
| Section 2.08.                  | **Voting**                                                       | 3        |
| Section 2.09.                  | **Proxies**                                                      | 3        |
| Section 2.10.                  | **Voting of Stock by Certain Holders**                           | 3        |
| Section 2.11.                  | **Exemption From Control Share Acquisition  Statute**            | 3        |
| Section 2.12.                  | **Inspectors**                                                   | 4        |
| Section 2.13.                  | **Nominations and Stockholder Business**                         | 4        |
| Section 2.14.                  | **Voting by Ballot**                                             | 6        |
| ARTICLE III DIRECTORS               | 6                                                                |
| Section 3.01.                  | **General Powers**                                               | 6        |
| Section 3.02.                  | **Number, Tenure And Qualifications**                            | 6        |
| Section 3.03.                  | **Annual And Regular Meetings**                                  | 7        |
| Section 3.04.                  | **Special Meetings**                                             | 7        |
| Section 3.05.                  | **Notice**                                                       | 7        |
| Section 3.06.                  | **Quorum**                                                       | 7        |
| Section 3.07.                  | **Voting**                                                       | 7        |
| Section 3.08.                  | **Organization**                                                 | 8        |
| Section 3.09.                  | **Action by Consent; Informal Action**                           | 8        |
| Section 3.10.                  | **Presumption of Assent**                                        | 8        |
| Section 3.11.                  | **Telephone Meetings**                                           | 8        |
| Section 3.12.                  | **Removal**                                                      | 8        |
| Section 3.13.                  | **Vacancies**                                                    | 8        |
| Section 3.14.                  | **Compensation**                                                 | 8        |
| Section 3.15.                  | **Loss of Deposits**                                             | 9        |
| Section 3.16.                  | **Surety Bonds**                                                 | 9        |
| Section 3.17.                  | **Reliance**                                                     | 9        |
| Section 3.18.                  | **Certain Rights of Directors, Officers, Employees and  Agents** | 9        |
| ARTICLE IV COMMITTEES               | 9                                                                |
| Section 4.01.                  | **Designation**                                                  | 9        |
| Section 4.02.                  | **Number, Tenure and Qualifications**                            | 9        |
| Section 4.03.                  | **Power**                                                        | 9        |
| Section 4.04.                  | **Meetings**                                                     | 9        |
| Section 4.05.                  | **Telephone Meetings**                                           | 10       |
| Section 4.06.                  | **Action by Consent; Informal Action**                           | 10       |
| Section 4.07.                  | **Vacancies**                                                    | 10       |
| ARTICLE V OFFICERS                  | 10                                                               |
| Section 5.01.                  | **General Provisions**                                           | 10       |
| Section 5.02.                  | **Removal and Resignation**                                      | 10       |
| Section 5.03.                  | **Vacancies**                                                    | 10       |

 

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| Section 5.04.                                   | **Power**                                              | 11 |
|------------------------------------------------------|--------------------------------------------------------|----|
| Section 5.05.                                   | **The Chairman of the Board**                          | 11 |
| Section 5.06.                                   | **The Chief Executive Officer**                        | 11 |
| Section 5.07.                                   | **The President**                                      | 11 |
| Section 5.08.                                   | **The Chief Operating Officer**                        | 11 |
| Section 5.09.                                   | **The Treasurer; Chief Financial Officer**             | 11 |
| Section 5.10.                                   | **Vice Presidents**                                    | 12 |
| Section 5.11.                                   | **Assistant Treasurers**                               | 12 |
| Section 5.12.                                   | **Secretary**                                          | 12 |
| Section 5.13.                                   | **Assistant Secretaries**                              | 12 |
| Section 5.14.                                   | **Compensation**                                       | 13 |
| ARTICLE VI CONTRACTS, LOANS, CHECKS AND DEPOSITS     | 13                                                     |
| Section 6.01.                                   | **Contracts**                                          | 13 |
| Section 6.02.                                   | **Checks and Drafts**                                  | 13 |
| Section 6.03.                                   | **Deposits**                                           | 13 |
| ARTICLE VII STOCK CERTIFICATES; ISSUANCES, TRANSFERS | 13                                                     |
| Section 7.01.                                   | **Certificates**                                       | 13 |
| Section 7.02.                                   | **Transfers; Registered Stockholders**                 | 13 |
| Section 7.03.                                   | **Closing of Transfer Books or Fixing of Record Date** | 13 |
| Section 7.04.                                   | **Stock Ledger**                                       | 14 |
| Section 7.05.                                   | **Fractional Stock; Issuance of Units**                | 14 |
| ARTICLE VIII ACCOUNTING YEAR                         | 14                                                     |
| ARTICLE IX DISTRIBUTIONS                             | 14                                                     |
| Section 9.01.                                   | **Authorization**                                      | 14 |
| Section 9.02.                                   | **Contingencies**                                      | 14 |
| ARTICLE X INVESTMENT POLICY                          | 15                                                     |
| ARTICLE XI SEAL                                      | 15                                                     |
| Section 11.01.                                  | **Seal**                                               | 15 |
| Section 11.02.                                  | **Affixing Seal**                                      | 15 |
| ARTICLE XII WAIVER OF NOTICE                         | 15                                                     |
| ARTICLE XIII AMENDMENT OF BYLAWS                     | 15                                                     |

 

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**THIRDAMENDED AND RESTATED**

**BYLAWS**

 

***of***

 

**BEHRINGERHARVARD**

**MULTIFAMILYREIT I, INC.**

 

***a Maryland Corporation***

 

**ARTICLE I**

# ** **

# **OFFICES**

##  

## Section 1.01.          **Principal****Offices**.  The principaloffice(s) of Behringer Harvard Multifamily REIT I, Inc. (the “**Corporation**”) shall be located at such place or places asthe Board of Directors may designate from time to time.

##  

## Section 1.02.          **Additional Offices**. The Corporation may have additional offices, including a principalexecutive office, at such places as the Board of Directors may from time totime determine or otherwise as the business of the Corporation may require.

# ** **

# **ARTICLE II**

# ** **

# **MEETINGS OF STOCKHOLDERS**

 

## Section 2.01.**          Place**. All meetings of stockholders shall be held at a principal office of theCorporation or at such other place as shall be set by the Board of Directorsand stated in the notice of the meeting.

##  

## Section 2.02.**          Annual Meeting**.  An annual meeting of the stockholders for theelection of directors and the transaction of any business within the powers ofthe Corporation shall be held on such day and at such time as the Board ofDirectors may determine during the month of April in 2008****and during the month of June in years after 2008; provided, however, such meeting shallnot be held less than 30 days after delivery of the annual report to thestockholders.  The purpose of each annualmeeting of the stockholders shall be to elect directors of the Corporation andto transact such other business as may properly come before the meeting.

##  

## Section 2.03.          **Special Meetings**.  Special meetings of the stockholders may becalled by (i) the President; (ii) a majority of the Board ofDirectors, (iii) a majority of the Independent Directors, as defined inthe Corporation’s charter (the “**Charter**”);or (iv) upon the written request to the Secretary of the Corporation bystockholders holding in the aggregate not less than 10% of the outstandingshares of common stock entitled to be voted at such meeting whereby suchwritten request states the purpose of the meeting and the matters proposed tobe acted upon at such meeting.  In theevent of a stockholders’ meeting called in accordance with subsection (iv) above,the Secretary of the Corporation shall, within ten days of his or her receiptof the written request required in such subsection, notify, in the mannerproscribed herein, each stockholder entitled to vote at meeting of thestockholders.  Notwithstanding anythingto the contrary herein, such meeting shall be held not less than 15 days normore than 60 days after the Secretary’s delivery of such notice.  Subject to the foregoing sentence, suchmeeting shall be held at the time and place specified in the stockholderrequest; provided, however, that if none is so specified, at such time andplace convenient to the holders of shares of common stock.

 

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## Section 2.04.**          Notice for Meetings**.  Except as provided otherwise in Section 2.03of this Article II, the Secretary shall, not less than ten nor more than90 days before each meeting of stockholders, give to each stockholder entitledto vote at the meeting and each other stockholder entitled to notice of themeeting, written or printed notice stating the time and place of the meetingand, in the case of a special meeting or as otherwise required by the MarylandGeneral Corporation Law (as amended from time to time, the “**MGCL**”), the purpose of the meeting.  Notice shall be deemed delivered to astockholder upon being (i) personally delivered to the stockholder; (ii) leftat the stockholder’s residence or usual place of business; (iii) mailed tothe stockholder at the stockholder’s address as it appears on the records ofthe Corporation, in which case such notice shall be deemed to be given whendeposited in the United States mail with postage prepaid thereon; (iv) transmittedto the stockholder by electronic mail to any electronic mail address of thestockholder or by any other electronic means; or (v) delivered by anyother means permitted by the MGCL.

##  

## Section 2.05.          **Scope of Notice**.  Any business of the Corporation may betransacted at an annual meeting of stockholders without being specificallydesignated in the notice, except as otherwise set forth in Section 2.13(a) ofthis Article II and except for such business as is required by the MGCL orany other relevant statute to be stated in such notice.  No business shall be transacted at a specialmeeting of stockholders except as specifically designated in the notice.

##  

## Section 2.06.          **Organizationand Conduct**.  Every meeting of stockholders shall beconducted by an individual appointed by the Board of Directors to be chairmanof the meeting or, in the absence of such appointment, by the Chairman of theboard or, in the case of a vacancy in the office or absence of the Chairman ofthe board, by one of the following officers present at the meeting:  the Vice Chairman of the board, if there be one,the President, the Vice Presidents in their order of rank and seniority, or, inthe absence of such officers, a chairman chosen by the stockholders by the voteof a majority of the votes cast by stockholders present in person or by proxy.  The Secretary, or, in the Secretary’sabsence, an Assistant Secretary, or in the absence of both the Secretary andAssistant Secretaries, a person appointed by the Board of Directors or, in theabsence of such appointment, an individual appointed by the chairman of themeeting shall act as secretary.  In theevent that the Secretary presides at a meeting of the stockholders, anAssistant Secretary shall record the minutes of the meeting.  The order of business and all other mattersof procedure at any meeting of stockholders shall be determined by the chairmanof the meeting.  The chairman of themeeting may prescribe such rules, regulations and procedures and take suchaction as, in the discretion of such chairman, are appropriate for the properconduct of the meeting, including, without limitation, (a) restrictingadmission to the time set for the commencement of the meeting; (b) limitingattendance at the meeting to stockholders of record of the Corporation, theirduly authorized proxies or other such persons as the chairman of the meetingmay determine; (c) limiting participation at the meeting on any matter tostockholders of record of the Corporation entitled to vote on such matter,their duly authorized proxies or other such persons as the chairman of themeeting may determine; (d) limiting the time allotted to questions orcomments by participants; (e) determining when the polls should be openedand closed; (f) maintaining order and security at the meeting; (g) removingany stockholder who refuses to comply with meeting procedures, rules orguidelines as set forth by the chairman of the meeting; and (h) concludingthe meeting or recessing or adjourning the meeting to a later date and time andplace announced at the meeting.  Unlessotherwise determined by the chairman of the meeting, meetings of stockholdersshall not be required to be held in accordance with the rules ofparliamentary procedure.

##  

## Section 2.07.          **Quorum; Adjournment**.  At any meeting of the stockholders, the presence inperson or by proxy of stockholders entitled to cast a majority of all the votesentitled to be cast at such meeting shall constitute a quorum except asotherwise provided by law, the Charter or these Bylaws.  If a quorum shall not be present at anymeeting of the stockholders, the chairman of the meeting shall have the powerto adjourn the meeting from time to time to a date not more than 120 days afterthe original record date without notice other than announcement at themeeting.  At such adjourned meeting atwhich a quorum is present, any business may be transacted that might have beentransacted at the meeting as originally noticed.

 

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Thestockholders present either in person or by proxy, at a meeting which has beenduly called and convened, may continue to transact business until adjournment,notwithstanding the withdrawal of enough stockholders to leave less than aquorum.

##  

## Section 2.08.          **Voting**.

 

Except as otherwise required by law, the Charter orthese Bylaws, a majority of the votes cast at a meeting of the stockholdersduly called and at which a quorum is present shall be sufficient to approve anymatter that may properly come before the meeting.  With respect to the election of directors,each share may be voted for as many individuals as there are directors to beelected and for whose election the share is entitled to be voted.  Unless otherwise provided in the Charter,each outstanding share, regardless of class, shall be entitled to one vote oneach matter submitted to a vote at a meeting of the stockholders.

##  

## Section 2.09.          **Proxies**.  A stockholder may cast the votes entitled to be castby the shares of stock owned of record by the stockholder in person or by proxyexecuted by the stockholder or by the stockholder’s duly authorized agent inany manner permitted by law.  Such proxyor evidence of authorization of such proxy shall be filed with the Secretary ofthe Corporation before or at the time of the meeting.  No proxy shall be valid after eleven monthsfrom the date of its execution, unless otherwise provided in the proxy.

##  

## Section 2.10.          **Voting of Stock by Certain Holders**.  Stock registered in the name of acorporation, partnership, trust or other entity, if entitled to be voted, maybe voted by the president, a vice president, a general partner, or trusteethereof, as the case may be, or a proxy appointed by any of the foregoingindividuals, unless some other person who has been appointed to vote such stockpursuant to a bylaw or a resolution of the governing body of such corporationor other entity or agreement of the partners of a partnership presents acertified copy of such bylaw, resolution or agreement, in which case suchperson may vote such stock.  Any directoror other fiduciary may vote stock registered in his name as such fiduciary,either in person or by proxy.

 

## Shares of the Corporation’s stock owned directly orindirectly by it shall not be voted at any meeting and shall not be counted indetermining the total number of outstanding shares entitled to be voted at anygiven time, unless they are held by it in a fiduciary capacity, in which case,subject to the terms of the Charter, they may be voted and shall be counted indetermining the total number of outstanding shares at any given time.

 

## The Board of Directors may adopt by resolution aprocedure by which a stockholder may certify in writing to the Corporation thatany 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 class ofstockholders who may make the certification, the purpose for which thecertification may be made, the form of certification and the information to becontained in it; if the certification is with respect to a record date or closingof the stock transfer books, the time after the record date or closing of thestock transfer books within which the certification must be received by theCorporation; and any other provisions with respect to the procedure which theBoard of Directors considers necessary or desirable.  On receipt of such certification, the personspecified in the certification shall be regarded as, for the purposes set forthin the certification, the stockholder of record of the specified stock in placeof the stockholder who makes the certification.

##  

## Section 2.11.          **Exemption From Control Share Acquisition Statute**.  Notwithstanding any other provision of theCharter or these Bylaws, Title 3, Subtitle 7 of the MGCL, or any successorstatute thereto, shall not apply to any acquisition by any person of shares ofstock of the Corporation.  This sectionmay be repealed, in whole or in part, at any time, whether before or after anacquisition of “control shares,” as such term is defined in the MGCL, and, uponsuch repeal, may, to the extent provided by any successor bylaw, apply to anyprior or subsequent control share acquisition.

 

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## Section 2.12.          **Inspectors**.

 

## (a)  The Board of Directors or the chairman ofthe meeting may, but need not, appoint one or more individual inspectors or oneor more entities that designate individuals as inspectors to act at the meetingor any adjournment thereof.  If aninspector or inspectors are not appointed, the person presiding at the meetingmay, but need not, appoint one or more inspectors.  In case any person appointed as an inspectorfails to appear or act, the vacancy may be filled by appointment made by theBoard of Directors in advance of the meeting or at the meeting by the chairmanof the meeting.

 

## (b)  The inspectors, if any, shall determine thenumber of shares outstanding and the voting power of each, the sharesrepresented at the meeting, the existence of a quorum, the validity and effectof proxies, and shall receive votes, ballots or consents, hear and determineall challenges and questions arising in connection with the right to vote,count and tabulate all votes, ballots or consents, determine the result, and dosuch acts as are proper to conduct the election or vote with fairness to all stockholders.  Each such report shall be in writing andsigned by him or her or by a majority of them if there is more than oneinspector acting at such meeting.  Ifthere is more than one inspector, the report of a majority shall be the reportof the inspectors.  The report of theinspector or inspectors on the number of shares represented at the meeting andthe results of the voting shall be *prima facie*evidencethereof.

##  

## Section 2.13.          **Nominations and Stockholder Business**.

 

## (a)           AnnualMeetings of Stockholders.

 

(1)  Nominations of individuals for election to the Board ofDirectors and the proposal of business to be considered by the stockholders maybe made at an annual meeting of stockholders (A) pursuant to theCorporation’s notice of such meeting; (B) by or at the direction of theBoard of Directors; or (C) by any stockholder of the Corporation who (i) wasa stockholder of record both at the time of giving of notice provided for inthis Section 2.13(a) and at the time of the annual meeting inquestion; (ii) is entitled to vote at such meeting; and (iii) hascomplied with the notice procedures set forth in this Section 2.13(a).

 

(2)  For nominations or other business to be properly brought atan annual meeting by a stockholder pursuant to this paragraph (a)(2) orparagraph (a)(1) of this Section 2.13, the stockholder must givetimely notice thereof in writing to the Secretary of the Corporation. To betimely, a stockholder’s notice shall be delivered to the Secretary at theprincipal executive office of the Corporation not less than 120 days nor morethan 150 days prior to the first anniversary of the date of mailing of thenotice for the preceding year’s annual meeting; provided, however, that in theevent that the date of the annual meeting is advanced or delayed by more than30 days from the first anniversary of the date of the preceding year’s annualmeeting, notice by the stockholder to be timely must be so delivered notearlier than the 120th day prior to the date of such annual meetingand not later than the close of business on the later of the 90thday prior to the date of such annual meeting or the 10th dayfollowing the day on which disclosure of the date of such meeting is firstmade.  In no event shall the publicannouncement of a postponement or adjournment of an annual meeting commence anew time period for the giving of a stockholder’s notice as describedabove.  Such stockholder’s notice shallset forth (A) as to each individual whom the stockholder proposes tonominate for election or reelection as a director (i) the name, age,business address, and residence address of such individual; (ii) the classand number of shares of stock of the Corporation that are beneficially owned bysuch individual; and (iii) all other information relating to suchindividual that is required to be disclosed in solicitations of proxies forelection of directors in an election contest (even if an election contest isnot involved), or is otherwise required pursuant to Regulation 14A under theSecurities Exchange Act of 1934, as amended (the “**Exchange Act**”)(including such individual’s written consent to being named in the proxystatement as a nominee and to serving as a director if elected); (B) as toany other

 

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business that the stockholder proposes to bring beforethe meeting, (i) a brief description of the business desired to be broughtbefore the meeting; (ii) the reasons for conducting such business at themeeting; and (iii) any material interest in such business of suchstockholder and any Stockholder Associated Person (as defined below),individually or in the aggregate, including any anticipated benefit to thestockholder and the Stockholder Associated Person therefrom; (C) as to thestockholder giving the notice and any Stockholder Associated Person, 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 thenominee holder for, and number of, shares owned beneficially but not of recordby such stockholder and by any such Stockholder Associated Person; (D) asto the stockholder giving the notice and any Stockholder Associated Personcovered by clauses (B) or (C) of this Section 2.13(a), the nameand address of such stockholder, as they appear on the Corporation’s stockledger and current name and address, if different, and of such StockholderAssociated Person; and (E) to the extent known by the stockholder givingthe notice, the name and address of any other stockholder supporting thenominee for election or reelection as a director or the proposal of otherbusiness on the date of such stockholder’s notice.

 

(3)  Notwithstanding anything in the second sentence of paragraph(a)(2) of this Section 2.13 to the contrary, in the event that thenumber of directors to be elected to the Board of Directors is increased andthere is no public announcement naming all of the nominees for directors orspecifying the size of the increased Board of Directors made by the Corporationat least 130 days prior to the first anniversary of the date of mailing of thenotice for the preceding year’s annual meeting, a stockholder’s notice requiredby this Section 2.13(a) shall also be considered timely, but onlywith respect to nominees for any new positions created by such increase, if itshall be delivered to the Secretary at the principal executive offices of theCorporation no later than the close of business on the 10th day following theday on which such public announcement is first made by the Corporation.

 

(4)  For purposes of this Section 2.13, “StockholderAssociated Person” of any stockholder shall mean (i) any personcontrolling, directly or indirectly, or acting in concert with, suchstockholder, (ii) any beneficial owner of shares of stock of theCorporation owned of record or beneficially by such stockholder and (iii) anyperson controlling, controlled by or under common control with such StockholderAssociated Person.

 

(b)           Special Meetings of Stockholders.  Only such business shall be conducted at aspecial meeting of stockholders as shall have been brought before the meetingpursuant to the Corporation’s notice of said meeting.  Nominations of individuals for election tothe Board of Directors may be made at a special meeting of stockholders atwhich directors are to be elected (i) pursuant to the Corporation’s noticeof said meeting; (ii) by or at the direction of the Board of Directors; or(iii) provided the Board of Directors has determined that directors shallbe elected at such special meeting, by any stockholder of the Corporation who (A) isa stockholder of record both at the time of giving of notice provided for inthis Section 2.13(b) at the time of the special meeting; (B) isentitled to vote at the meeting; and (C) complied with the noticeprocedures set forth in this Section 2.13(b).  In the event the Corporation calls a specialmeeting of stockholders for the purpose of electing one or more directors tothe Board of Directors, any such stockholder may nominate an individual orindividuals (as the case may be) for election to such position as specified inthe Corporation’s notice of meeting, if the stockholder’s notice containing theinformation required by paragraph (a)(2) of this Section 2.13 shallbe delivered to the Secretary at the principal executive offices of theCorporation not earlier than the 150th day prior to such special meeting and notlater than the close of business on the later of the 120th day prior tosuch special meeting or the tenth day following the day on which publicannouncement is first made of the date of the special meeting and of thenominees proposed by the Board of Directors to be elected at such meeting.  In no event shall the public announcement ofa postponement or adjournment of a special meeting commence a new time periodfor the giving of a stockholder’s notice as described above.

 

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(c)           General.

 

(1)  If information submitted pursuantto this Section 2.13 by any stockholder proposing a nominee for electionas a director or any proposal for other business at a meeting of stockholdersshall be inaccurate to a material extent, such information may be deemed not tohave been provided in accordance with this Section 2.13.  Upon written request by the Secretary or theBoard of Directors or any committee thereof, any stockholder proposing anominee for election as a director or any proposal for other business at ameeting of stockholders shall provide, within five business days of delivery ofsuch request (or such other period as may be specified in such request),written verification, satisfactory, in the discretion of the Board of Directorsor any committee thereof or any authorized officer of the Corporation, todemonstrate the accuracy of any information submitted by the stockholderpursuant to this Section 2.13.  If astockholder fails to provide such written verification within such period, theinformation as to which written verification was requested may be deemed not tohave been provided in accordance with this Section 2.13.

 

(2)  Only such individuals who are nominated in accordance withthe procedures set forth in this Section 2.13 shall be eligible to serveas directors and only such business shall be conducted at a meeting of stockholdersas shall have been brought before the meeting in accordance with the proceduresset forth in this Section 2.13.  Thepresiding officer of the meeting shall have the power and duty to determinewhether a nomination or any business proposed to be brought before the meetingwas made in accordance with the procedures set forth in this Section 2.13,and, if any proposed nomination or business is not in compliance with this Section 2.13,to declare that such defective nomination or proposal, if any, be disregarded.

 

(3)  For purposes of this Section 2.13, (i) the “date ofmailing of the notice” shall mean the date of the proxy statement for thesolicitation of proxies for election of directors and (ii) “publicannouncement” shall mean disclosure in a press release reported by the DowJones News Service, Associated Press or comparable news service or in adocument publicly filed by the Corporation with the Securities and ExchangeCommission pursuant to Sections 13, 14 or 15(d) of the Exchange Act.

 

(4)  Notwithstanding the foregoing provisions of this Section 2.13,a stockholder shall also comply with all applicable requirements of state lawand the Exchange Act and the rules and regulations promulgated thereunderwith respect to the matters set forth in this Section 2.13.  Nothing in this Section 2.13 shall bedeemed to affect any rights of stockholders to request inclusion of proposalsin the Corporation’s proxy statement pursuant to Rule 14a-8 under theExchange Act.

##  

## Section 2.14.          **Voting by Ballot**.  Voting on any question or in any election maybe viva voce unless the presiding officer shall order, or any stockholder shalldemand, that voting be by ballot.

# ** **

# **ARTICLE III**

# ** **

# **DIRECTORS**

 

## Section 3.01.          **General Powers**.  The business and affairs of the Corporationshall be managed under the direction of its Board of Directors.

##  

## Section 3.02.          **Number, Tenure And Qualifications**.  At any regular meeting or at any specialmeeting called for that purpose, a majority of the members then serving onthe  Board of Directors may increase ordecrease the number of directors, provided that, except as otherwise providedin the Charter, the number thereof shall never be less than the minimum numberrequired by the MGCL or the Charter 

 

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## (whichever is greater), nor more than the maximum number of directorsset forth in the Charter, and further provided that the tenure of office of adirector shall not be affected by any decrease in the number of directors.

##  

## Section 3.03.          **Annual And Regular Meetings**.  An annual meeting of the Board of Directorsshall be held immediately after and at the same place as the annual meeting ofstockholders, no notice other than this Bylaw being necessary.  In the event such meeting is not so held, themeeting may be held at such time and place as shall be specified in a noticegiven as hereinafter provided for special meetings of the Board ofDirectors.  The Board of Directors mayprovide, by resolution, the time and place, either within or without the Stateof Maryland, for the holding of quarterly or regular meetings of the Board ofDirectors without other notice than such resolution.

##  

## Section 3.04.          **Special Meetings**.  Special meetings of the Board of Directorsmay be called by or at the request of the Chairman of the Board, President orby a majority of the Board of Directors. The individual or individuals authorized to call special meetings of theBoard of Directors may fix any place, either within or without the State ofMaryland, as the place for holding any special meeting of the Board ofDirectors called by them.  The Board ofDirectors may provide, by resolution, the time and place for the holding ofspecial meetings of the Board of Directors without other notice than suchresolution.

##  

## Section 3.05.          **Notice**.  Notice of any special meeting of the Board ofDirectors shall be delivered personally, or by telephone, electronic mail,facsimile transmission, United States mail, or courier to each director at hisbusiness or residence address.  Notice bypersonal delivery, telephone, electronic mail, facsimile transmission orcourier shall be given at least twenty four hours prior to the meeting.  Notice by United States mail shall be givenat least five days prior to the meeting and shall be deemed to be given whendeposited in the United States mail properly addressed, with postage prepaidthereon.  Telephone notice shall bedeemed to be given when the director or his agent is personally given suchnotice in a telephone call to which he or his agent is a party.  Electronic mail notice shall be deemed to begiven upon transmission of the message to the electronic mail address given tothe Corporation by the director. Facsimile transmission notice shall be deemed to be given uponcompletion of the transmission of the message to the number given to theCorporation by the director and receipt of a completed answer-back indicatingreceipt.  Notice by courier shall bedeemed to be given when deposited with or delivered to a courier properlyaddressed.  Neither the business to betransacted at, nor the purpose of, any annual, regular or special meeting ofthe Board of Directors need be stated in the notice, unless specificallyrequired by statute or these Bylaws.

##  

## Section 3.06.          **Quorum**.  A majority of the directors then servingshall constitute a quorum for transaction of business at any meeting of theBoard of Directors, provided that if less than a majority of such directors arepresent at said meeting, a majority of the directors present may adjourn themeeting from time to time without further notice, and provided further that, ifpursuant to the Charter or these Bylaws, the vote of a majority of a particulargroup of directors is required for action, a quorum must also include amajority of such group.  The directorspresent at a meeting which has been duly called and convened may continue totransact business until adjournment, notwithstanding the withdrawal of enoughdirectors to leave less than a quorum.

##  

## Section 3.07.          **Voting**.

 

(a) The action of the majority of the directors present at a meeting at which aquorum is present shall be the action of the Board of Directors, unless theconcurrence of a greater proportion is required for such action by applicablestatute or the Charter.  If enoughdirectors have withdrawn from a meeting to leave less than a quorum but themeeting is not adjourned, the action of the majority of that number ofdirectors necessary to constitute a quorum at such meeting shall be the actionof the Board of Directors, unless the concurrence of a greater proportion isrequired for such action by applicable statute or the Charter.

 

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(b) Any action pertaining to any transaction in which the Corporation ispurchasing, selling, leasing or mortgaging any real estate asset, making ajoint venture investment or engaging in any other transaction in which anadvisor, sponsor, director or officer of the Corporation, any affiliated lesseeor affiliated contract manager of any property of the Corporation, or anyaffiliate of the foregoing, has any direct or indirect interest other than as aresult of their status as a director, officer, or stockholder of theCorporation, shall be approved in accordance with the applicable provisions ofthe laws of the State of Maryland.

##  

Section 3.08.          **Organization.**  Unless some other director is appointed tochair a meeting by a majority of the Board of Directors, at each meeting of theBoard of Directors, the Chairman of the Board of Directors or, in the absenceof the Chairman, the Vice Chairman of the Board of Directors, if any, shall actas chairman or in the absence of both the Chairman and Vice Chairman of theBoard of Directors, a director chosen by a majority of the directors present,shall act as chairman.  The Secretary or,in his or her absence, an Assistant Secretary of the Corporation, or in theabsence of the Secretary and all Assistant Secretaries, an individual appointedby the Chairman, shall act as secretary of the meeting.

##  

Section 3.09.          **Action by Consent;Informal 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 or byelectronic transmission to such action is given by each director, and suchaction is filed with the minutes of proceedings of the Board of Directors.

##  

Section 3.10.          **Presumption of Assent**.  A director of the Corporation who is presentat any meeting of the Board of Directors at which action on any matter is takenshall be presumed to have assented to the action unless his or her dissentshall be entered in the minutes of the meeting or unless he or she shall file awritten dissent to such action with the individual acting as secretary of themeeting before the adjournment thereof, or shall forward any dissent bycertified or registered mail to the Secretary of the Corporation immediatelyafter the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favorof such action.

 

Section 3.11.          **Telephone Meetings**.  Directors may participate in a meeting of theBoard of Directors by means of a conference telephone or other communicationsequipment if all persons participating in the meeting can hear each other atthe same time. Participation in a meeting by these means shall constitutepresence in person at the meeting.

##  

Section 3.12.          **Removal**.  At any meeting of stockholders calledexpressly, but not necessarily solely, for that purpose, any director or theentire Board of Directors may be removed, with or without cause, by a vote ofthe holders of a majority of the shares of common stock then entitled to voteon the election of directors.

 

Section 3.13.          **Vacancies**.  If for any reason any or all the directorscease to be directors, such event shall not terminate the Corporation or affectthese Bylaws or the powers of the remaining directors hereunder (even if fewerthan 3 directors remain).  Any vacancy onthe Board of Directors for any cause shall be filled by a majority of theremaining directors, although such majority is less than a quorum.  Notwithstanding the foregoing, a majority ofthe Independent Directors shall nominate replacements for vacancies among theIndependent Directors’ positions.  Anyindividual so elected as director shall hold office until the next annualmeeting of stockholders and until his or her successor is elected andqualifies.

##  

Section 3.14.          **Compensation**.  Directors may, in the discretion of theentire Board of Directors, receive annual or monthly salary for their servicesas directors, fixed sums per meeting and/or per visit to real property or otherfacilities owned or leased by the Corporation, and/or for any service oractivity performed or engaged in as directors on behalf of theCorporation.  Directors may be reimbursedfor expenses of attendance, if any, at each annual, regular or special meetingof the Board of Directors or of any committee thereof and for their reasonableout-of-pocket expenses, if any, in connection with each

 

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such meeting, property visit,and/or other service or activity they performed or engaged in as directors onbehalf of the Corporation.  Nothing hereincontained shall be construed to preclude any director from serving theCorporation in any other capacity and receiving compensation therefor.

##  

Section 3.15.          **Lossof Deposits**.  No directorshall be liable for any loss which may occur by reason of the failure of thebank, trust company, savings and loan association, or other institution withwhom moneys or stock have been deposited.

##  

Section 3.16.          **Surety Bonds**.  Unless required by law, no director shall beobligated to give any bond or surety or other security for the performance ofany of his duties.

##  

Section 3.17.          **Reliance**.  Each director, officer, employee and agent ofthe Corporation shall, in the performance of his duties with respect to theCorporation, be fully justified and protected with regard to any act or failureto act in reliance in good faith upon the books of account or other records ofthe Corporation, upon an opinion of counsel or upon reports made to theCorporation by any of its officers or employees or by the adviser, accountants,appraisers or other experts or consultants selected by the Board of Directorsor officers of the Corporation, regardless of whether such counsel or expertmay also be a director.

 

Section 3.18.          **Certain Rights ofDirectors, Officers, Employees and Agents**.  The directors shall have no responsibility todevote their full time to the affairs of the Corporation.  Any director or officer of the Corporation,in his personal capacity or in a capacity as an affiliate, employee, or agentof any other person, or otherwise, may have business interests and engage inbusiness activities similar to, in addition to, or in competition with those ofor relating to the Corporation, subject to the provisions of applicable law,the Charter, or the adoption of any policies relating to such interests andactivities adopted by the Board of Directors.

# ** **

# **ARTICLE IV**

# ** **

# **COMMITTEES**

 

Section 4.01.          **Designation**.  The Board of Directors may, by a resolutionadopted by a majority of the entire Board of Directors, designate an ExecutiveCommittee, an Audit Committee, a Compensation Committee, a Leasing Committee,and any other committee it deems appropriate and in the best interest of theCorporation.

 

Section 4.02.          **Number, Tenure andQualifications**.  Eachcommittee shall be composed of one or more directors, and such committeemembers shall serve at the pleasure of the Board of Directors.

 

Section 4.03.          **Power**.  Subject to the limitations contained hereinand the limitations contained in the resolution establishing such committee, tothe extent permitted by law, the executive committee shall have and mayexercise all of the power of the Board of Directors in the management of thebusiness and affairs of the corporation. Each other committee, to the extent expressly provided for in theresolution establishing such committee and except as prohibited by law, shallhave and may exercise all of the power of the Board of Directors in such othermatters and affairs concerning the Corporation. Notwithstanding the foregoing, no committee shall have the power of theBoard of Directors to fix the compensation of any committee member.

##  

Section 4.04.          **Meetings**.  Notice of committee meetings shall be givenin the same manner as notice for special or regular meetings of the Board ofDirectors.  A majority of the members ofthe committee shall constitute a quorum for the transaction of business at anymeeting of the committee.  The act of amajority of the committee members present at a meeting shall be the act of suchcommittee.  The Board of Directors maydesignate a chairman of any committee, and such chairman or, in the absence ofa 

 

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chairman, any two members of anycommittee may fix the time and place of its meeting unless the Board shallotherwise provide.  In the absence of anymember of any such committee, the members thereof present at any meeting,whether or not they constitute a quorum, may appoint another director to act inthe place of such absent member.  Eachcommittee shall keep minutes of its proceedings.

##  

Section 4.05.          **Telephone Meetings**.  Members of a committee of the Board ofDirectors may participate in a meeting by means of a conference telephone orother communications equipment if all persons participating in the meeting canhear each other at the same time. Participation in a meeting by these means shall constitute presence inperson at the meeting.

##  

Section 4.06.          **Action by Consent;Informal Action**.  Anyaction required or permitted to be taken at any meeting of a committee of theBoard of Directors may be taken without a meeting, if a consent in writing orby electronic transmission to such action is given by each member of thecommittee and is filed with the minutes of proceedings of such committee.

##  

Section 4.07.          **Vacancies**.  Subject to the provisions hereof, the Boardof Directors shall have the power at any time to change the membership of anycommittee, to fill all vacancies, to designate alternate members to replace anyabsent or disqualified member or to dissolve any such committee.

 

# **ARTICLE V**

# ** **

# **OFFICERS**

 

Section 5.01.          **General Provisions**.  The officers of the Corporation shall beelected by the Board of Directors, and shall include a President, Treasurer,Secretary, and any other officers as determined by the Board of Directors.  Such officers may include a Chairman of theBoard, Chief Executive Officer, Chief Operating Officer, Chief FinancialOfficer, one or more Vice Presidents, one or more Assistant Treasurers, aSecretary, and/or one or more Assistant Secretaries.  In addition, the Board of Directors may fromtime to time elect such other officers with such powers and duties as theyshall deem necessary or desirable. The officers of the Corporation shall beelected annually by the Board of Directors at the first meeting of the Board ofDirectors held after each annual meeting of stockholders, except that the ChiefExecutive Officer may appoint one or more Vice Presidents, AssistantSecretaries and Assistant Treasurers or other officers. If the election ofofficers shall not be held at such meeting, such election shall be held as soonthereafter as may be convenient. Each officer shall hold office until hissuccessor is elected and qualifies or until his death, resignation or removalin the manner hereinafter provided.  Anytwo or more offices except President and Vice President may be held by the sameperson.  In its discretion, the Board ofDirectors may leave unfilled any office except that of President, Treasurer andSecretary. Election of an officer or agent shall not itself create contract rightsbetween the Corporation and such officer or agent.

##  

Section 5.02.          **Removal and Resignation**.  Any officer or agent of the Corporation maybe removed by the Board of Directors if in its judgment the best interests ofthe Corporation would be served thereby, but such removal shall be withoutprejudice to the contract rights, if any, of the person so removed.  Any officer of the Corporation may resign atany time by giving written notice of his resignation to the Board of Directors,the Chairman of the Board, the President or the Secretary.  Any resignation shall take effect immediatelyupon its receipt or at such later time specified in the notice ofresignation.  The acceptance of aresignation shall not be necessary to make it effective unless otherwise statedin the resignation.  Such resignationshall be without prejudice to the contract rights, if any, of the Corporation.

##  

Section 5.03.          **Vacancies**.  A vacancy in any office may be filled by theBoard of Directors for the balance of the term.

 

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Section 5.04.          **Power**.  Officers shall have such power and performsuch duties in the management of the corporation as are provided in theseBylaws or as may be determined by resolution of the Board of Directors not inconsistentwith these Bylaws.

 

Section 5.05.          **TheChairman of the Board**. The Board of Directors may designate an executive or non-executiveChairman of the Board of Directors.  AnyChairman of the Board of Directors shall preside at all meetings of the stockholders,the Board of Directors and any committee on which he serves, unless the Boardof Directors or appropriate committee shall appoint a director other than theChairman of the Board of Directors to chair the appropriate meeting or asotherwise as permitted under theses Bylaws.

##  

Section 5.06.          **TheChief Executive Officer**. Unless otherwise designated by the Board of Directors, the Presidentshall also be the Chief Executive Officer. The Chief Executive Officer shall be the highest ranking executive officerof the Corporation and, subject to the supervision of the Board of Directors,shall have all authority and power with respect to, and shall be responsiblefor, the general management of the business, financial affairs, and day-to-dayoperations of the Corporation, including, but not limited to, (i) thesupervision and management of all other executive officers; (ii) thedevelopment of the Corporation’s long-range strategic plan and the annualoperating plan; (iii) the engagement, retention and termination ofemployees and independent contractors of the Company, the setting of thecompensation and other material terms of employment or engagement of employeesand independent contractors, and the establishment of work rules foremployees; (iv) the representation of the Corporation at any business orfinancial meeting or presentation with stockholders, lenders, affiliates,strategic or joint venture partners, financial institutions, underwriters,analysts and any other entity with which the Corporation does business; and (v) theinitiation, development, and implementation of new business, markets andtechnologies. The Chief Executive Officer shall see that all orders andresolutions of the Board of Directors are carried into effect and shall performsuch other duties and have such other authority and powers as the Board mayfrom time to time prescribe.  At therequest of the Chief Executive Officer, or in case of his absence or inabilityto act, unless otherwise directed by the Board of Directors, the Presidentshall perform the duties of the Chief Executive Officer and, when so acting,shall have all the powers of, and be subject to all the restrictions upon, theChief Executive Officer.  Additionally,in the event that the Corporation has both a President and a Chief ExecutiveOfficer, any powers or duties conferred upon the President in these Bylawsshall concurrently be conferred upon the Chief Executive Officer, and in suchevent the powers granted to the President shall be subject to the exercise ofsuch powers or duties by the Chief Executive Officer.

##  

Section 5.07.          **ThePresident**.  Unless theBoard of Directors shall designate otherwise, the Chief Executive Officer shallbe the President of the Corporation.  ThePresident shall report to the Chief Executive Officer, if distinct, and shallhave, subject to the control of the Chief Executive Officer and the Board,active supervision and management over the day-to-day operations of theCorporation and over its subordinate officers, assistants, agents and employees.  At the request of the President, or in caseof his absence or inability to act, unless otherwise directed by the Board ofDirectors, the Chief Executive Officer shall perform the duties of thePresident and, when so acting, shall have all the powers of, and be subject toall the restrictions upon, the President.

##  

Section 5.08.          **The Chief OperatingOfficer**.  Unless the Boardof Directors shall designate, the President shall be the Chief OperatingOfficer of the Corporation.  The ChiefOperating Officer shall report to the President, if distinct, and shall have,subject to the control of the President and the Board, active supervision oversuch portion of the day-to-day operations of the Corporation and over itssubordinate officers, assistants, agents and employees as delegated by thePresident or the Board of Directors.

##  

Section 5.09.          **TheTreasurer; Chief Financial Officer**.  Unless the Board of Directors shall designateotherwise, the Treasurer shall be the Chief Financial Officer of theCorporation.  The Treasurer 

 

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shall report to the ChiefExecutive Officer and shall have, subject to the control of the Chief ExecutiveOfficer and the Board of Directors, the general care and custody of the fundsand securities of the Corporation and the authority and power with respect to,and the responsibility for, the Corporation’s accounting, auditing, reportingand financial record-keeping methods and procedures; controls and procedureswith respect to the receipt, tracking and disposition of the revenues andexpenses of the Corporation; the establishment and maintenance of depository,checking, savings, investment and other accounts of the Corporation; relationswith accountants, financial institutions, lenders, underwriters and analysts;the development and implementation of funds management and short-terminvestment strategies; the preparation of financial statements and all taxreturns and filings of the Corporation; and the supervision and management ofall subordinate officers and personnel associated with the foregoing.

##  

Section 5.10.          **VicePresidents**.  Each VicePresident shall have such powers and duties as may be prescribed from time totime by the Board of Directors or as may be delegated from time to time by thePresident and (in the order as designated by the Board of Directors, or in theabsence of such designation, as determined by the length of time each has heldthe office of Vice President continuously) shall exercise the powers of thePresident during that officer’s absence or inability to act.  The Board of Directors may designate one ormore Vice Presidents as Executive Vice President, Senior Vice President, or asVice President for particular areas of responsibility.

##  

Section 5.11.          **AssistantTreasurers**.  EachAssistant Treasurer shall perform such duties as may be prescribed from time totime by the Board of Directors or as may be delegated from time to time by thePresident.  The Assistant Treasurers (inthe order as designated by the Board of Directors or, in the absence of suchdesignation, as determined by the length of time each has held the office ofAssistant Treasurer continuously) shall exercise the powers of the Treasurerduring that officer’s absence or inability to act.

##  

Section 5.12.          **Secretary**.  The Secretary shall maintain minutes of allmeetings of the Board of Directors, of any committee, and of the stockholders,or consents in lieu of such minutes, in the Corporation’s minute books, andshall cause notice of such meetings to be given when requested by any personauthorized to call such meetings.  TheSecretary may sign with the President, in the name of the Corporation, allcontracts of the Corporation and affix the seal of the Corporation thereto.  The Secretary shall have charge of thecertificate books, stock transfer books, and stock papers as the Board ofDirectors may direct, all of which shall at all reasonable times be open toinspection by any director at the office of the Corporation during businesshours.  The Secretary shall perform suchother duties as may be prescribed from time to time by the Board of Directorsor as may be delegated from time to time by the President.

##  

Section 5.13.          **AssistantSecretaries**.  EachAssistant Secretary shall perform such duties as may be prescribed from time totime by the Board of Directors or as may be delegated from time to time by thePresident.  The Assistant Secretaries (inthe order designated by the Board of Directors or, in the absence of such designation,as determined by the length of time each has held the office of AssistantSecretary continuously) shall exercise the powers of the Secretary during thatofficer’s absence or inability to act.

 

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Section 5.14.          **Compensation**.  The salaries and other compensation of theofficers shall be fixed from time to time by the Board of Directors and noofficer shall be prevented from receiving such salary or other compensation byreason of the fact that he is also a director.

 

# **ARTICLE VI**

# ** **

# **CONTRACTS, LOANS, CHECKS AND DEPOSITS**

 

Section 6.01.          **Contracts**.  The Board of Directors may authorize anyofficer or agent to enter into any contract or to execute and deliver anyinstrument in the name of and on behalf of the Corporation and such authoritymay be general or confined to specific instances.  Any agreement, deed, mortgage, lease or otherdocument shall be valid and binding upon the Board of Directors and upon theCorporation when authorized or ratified by action of the Board of Directors andexecuted by an authorized person.

##  

Section 6.02.          **Checks and Drafts**.  All checks, drafts or other orders for thepayment of money, notes or other evidences of indebtedness issued in the nameof the Corporation shall be signed by such officer or agent of the Corporationin such manner as shall from time to time be determined by the Board ofDirectors.

##  

Section 6.03.          **Deposits**.  All funds of the Corporation not otherwiseemployed shall be deposited from time to time to the credit of the Corporationin such banks, trust companies or other depositories as the Board of Directorsmay designate.

# ** **

# **ARTICLE VII**

# ** **

# **STOCK CERTIFICATES; ISSUANCES, TRANSFERS**

##  

Section 7.01.          **Certificates**.  Except as otherwise provided in these Bylaws,this Section shall not be interpreted to limit the power of the Board ofDirectors to issue some or all of the shares of any or all of its classes orseries without certificates.

##  

Section 7.02.          **Transfers; RegisteredStockholders**.  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 or on thepart of 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 and all of the terms and conditions contained therein.

 

Section 7.03.          **Closing of Transfer Booksor Fixing of Record Date**. The Board of Directors may (i) set, in advance, a record date forthe purpose of determining stockholders entitled to notice of or to vote at anymeeting of stockholders or determining stockholders entitled to receive paymentof any dividend or the allotment of any other rights, or in order to make adetermination of stockholders for any other proper purpose, (such record date,in any case, may not be prior to the close of business on the day the recorddate is fixed and shall be not more than 90 days before the date on which themeeting or particular action requiring such determination of stockholders ofrecord is to be held or taken); or (ii) in lieu of fixing a record date,direct that the stock transfer books be closed for a period not greater than 20days.  In the case of a meeting of thestockholders, the record date or the date set for the closing of the stocktransfer books shall be at least ten days before the date of such meeting.

 

If norecord date is fixed and stock transfer books are not closed for thedetermination of stockholders, (i) the record date for the determinationof stockholders entitled to notice of or to vote at a 

 

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meeting of stockholders shall be the later of (a) theclose of business on the day on which the notice of meeting is mailed or (b) the30th day before the meeting; and (ii) therecord date for the determination of stockholders entitled to receive paymentof a dividend or an allotment of any other rights shall be the close ofbusiness on the day on which the resolution of the Board of Directors declaringthe dividend or allotment of rights is adopted, provided that the payment orallotment may not be made more than 60 days after the date on which suchresolution is adopted.

 

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

##  

Section 7.04.          **Stock Ledger**.  The Corporation shall maintain at one or moreof its principal offices or at the office of its counsel, accountants, ortransfer agent, an original or duplicate share ledger containing the name andaddress of each stockholder and the number of shares of each class held by suchstockholder.

##  

Section 7.05.          **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.

# ** **

# **ARTICLE VIII**

# ** **

# **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.

# ** **

# **ARTICLE IX**

# ** **

# **DISTRIBUTIONS**

##  

Section 9.01.          **Authorization**.  Dividends and other distributions upon thestock of the Corporation may be authorized by the Board of Directors, subjectto the provisions of law and the Charter. Dividends and other distributions maybe paid in cash, property or stock of the Corporation, subject to theprovisions of law and the Charter.

##  

Section 9.02.          **Contingencies**.  Before payment of any dividends or otherdistributions, there may be set aside out of any assets of the Corporationavailable for dividends or other distributions such sum or sums as the Board ofDirectors may from time to time, in its absolute discretion, think proper as areserve fund for contingencies, for equalizing dividends or otherdistributions, for repairing or maintaining any property of the Corporation or forsuch other purpose as the Board of Directors shall determine to be in the bestinterest of the Corporation, and the Board of Directors may modify or abolishany such reserve.

 

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# **ARTICLE X**

# ** **

# **INVESTMENT POLICY**

 

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

# ** **

# **ARTICLE XI**

# ** **

# **SEAL**

 

Section 11.01.        **Seal**.  The Board of Directors may authorize theadoption of a seal by the Corporation. The seal shall contain the name of the Corporation and the year of itsincorporation and the words “Incorporated Maryland.”  The Board of Directors may authorize one ormore duplicate seals and provide for the custody thereof.

 

Section 11.02.        **Affixing Seal**.  Whenever the Corporation is permitted orrequired to affix its seal to a document, it shall be sufficient to meet therequirements of any law, rule or regulation relating to a seal to place “**[**SEAL**]**” adjacent to the signature of the person authorized toexecute the document on behalf of the Corporation.

# ** **

# **ARTICLE XII**

# ** **

# **WAIVER OF NOTICE**

 

Whenever anynotice is required to be given pursuant to the Charter or these Bylaws orpursuant to applicable law, a waiver thereof in writing, signed by the personor persons entitled to such notice, whether before or after the time statedtherein, shall be deemed equivalent to the giving of such notice.  Neither the business to be transacted at northe purpose of any meeting need be set forth in the waiver of notice, unlessspecifically required by statute.  Theattendance of any person at any meeting shall constitute a waiver of notice ofsuch meeting, except where such person attends a meeting for the expresspurpose of objecting to the transaction of any business on the ground that themeeting is not lawfully called or convened.

# ** **

# **ARTICLEXIII**

# ** **

# **AMENDMENTOF BYLAWS**

 

The Board ofDirectors shall have the exclusive power to adopt, alter or repeal anyprovision of these Bylaws and to make new Bylaws.  The original or certified copy of theseBylaws, including any amendments thereto, shall be kept at the Corporation’sprincipal office, as determined pursuant to Article I, Section 1 ofthese Bylaws.

 

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The foregoingare certified as the Third Amended and Restated Bylaws of the Company adoptedby the Board of Directors on June 25, 2008 and effective as of September 2,2008.

 

 

|   |   | /s/ Daniel J. Rosenberg |
|--------|--------|-------------------------|
|   |   | Secretary               |

 

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