{"id":41516,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/bylaws-equity-office-properties-trust.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"bylaws-equity-office-properties-trust","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/bylaws-equity-office-properties-trust.html","title":{"rendered":"Bylaws &#8211; Equity Office Properties Trust"},"content":{"rendered":"<pre>                              AMENDED AND RESTATED\n                                     BYLAWS\n                                       OF\n                         EQUITY OFFICE PROPERTIES TRUST\n                         ------------------------------\n\n\n                                    ARTICLE I\n\n                                     OFFICES\n\n\n     Section 1. PRINCIPAL OFFICE. The principal office of Equity Office\nProperties Trust (the \"Trust\") shall be located at such place or places as the\nTrustees may designate.\n\n     Section 2. ADDITIONAL OFFICES. The Trust may have additional offices at\nsuch places as the Trustees may from time to time determine or the business of\nthe Trust may require.\n\n                                   ARTICLE II\n\n                            MEETINGS OF SHAREHOLDERS\n\n     Section 1. PLACE. All meetings of shareholders shall be held at the\nprincipal office of the Trust or at such other place within the United States as\nshall be stated in the notice of the meeting.\n\n     Section 2. ANNUAL MEETING. An annual meeting of the shareholders for the\nelection of Trustees and the transaction of any business within the powers of\nthe Trust shall be held during the month of May of each year, after the delivery\nof the annual report referred to in Section 12 of this Article II, at a\nconvenient location and on proper notice, on a date and at the time set by the\nTrustees, beginning with the year 1998. Failure to hold an annual meeting does\nnot invalidate the Trust's existence or affect any otherwise valid acts of the\nTrust.\n\n     Section 3. SPECIAL MEETINGS. The chairman of the board or the president or\none-third of the Trustees may call special meetings of the shareholders. Special\nmeetings of shareholders shall also be called by the secretary upon the written\nrequest of the holders of shares entitled to cast not less than a majority of\nall the votes entitled to be cast at such meeting. Such request shall state the\npurpose of such meeting and the matters proposed to be acted on at such meeting.\nWithin ten (10) days of the receipt of such a request, the secretary shall\ninform such shareholders of the reasonably estimated cost of preparing and\nmailing notice of the meeting (including all proxy materials that may be\nrequired in connection therewith) and, upon payment by such shareholders to the\nTrust of such costs, the secretary shall, within thirty (30) days of such\n\n\n   2\n\n\npayment, or such longer period as may be necessitated by compliance with any\napplicable statutory or regulatory requirements, give notice to each shareholder\nentitled to notice of the meeting.\n\n     Unless requested by shareholders entitled to cast a majority of all the\nvotes entitled to be cast at such meeting, a special meeting need not be called\nto consider any matter which is substantially the same as a matter voted on at\nany meeting of the shareholders held during the preceding twelve months.\n\n     Section 4. NOTICE. Not less than ten nor more than 90 days before each\nmeeting of shareholders, the secretary shall give to each shareholder entitled\nto vote at such meeting and to each shareholder not entitled to vote who is\nentitled to notice of the meeting written or printed notice stating the time and\nplace of the meeting and, in the case of a special meeting or as otherwise may\nbe required by any statute, the purpose for which the meeting is called, either\nby mail or by presenting it to such shareholder personally or by leaving it at\nhis residence or usual place of business. If mailed, such notice shall be deemed\nto be given when deposited in the United States mail addressed to the\nshareholder at his post office address as it appears on the records of the\nTrust, with postage thereon prepaid.\n\n     Section 5. SCOPE OF NOTICE. Any business of the Trust may be transacted at\nan annual meeting of shareholders without being specifically designated in the\nnotice, except such business as is required by any statute to be stated in such\nnotice. No business shall be transacted at a special meeting of shareholders\nexcept as specifically designated in the notice.\n\n     Section 6. ORGANIZATION. At every meeting of the shareholders, the Chairman\nof the Board, if there be one, shall conduct the meeting or, in the case of\nvacancy in office or absence of the Chairman of the Board, one of the following\nofficers present shall conduct the meeting in the order stated: the Vice\nChairman of the Board, if there be one, the President, the Vice Presidents in\ntheir order of rank and seniority, or a Chairman chosen by the shareholders\nentitled to cast a majority of the votes which all shareholders present in\nperson or by proxy are entitled to cast, shall act as Chairman, and the\nSecretary, or, in his absence, an assistant secretary, or in the absence of both\nthe Secretary and assistant secretaries, a person appointed by the Chairman\nshall act as Secretary.\n\n     Section 7. QUORUM. At any meeting of shareholders, the presence in person\nor by proxy of shareholders entitled to cast a majority of all the votes\nentitled to be cast at such meeting shall constitute a quorum; but this section\nshall not affect any requirement under any statute or the declaration of trust\n(\"Declaration of Trust\") for the vote necessary for the adoption of any measure.\nIf, however, such quorum shall not be present at any meeting of the\nshareholders, the shareholders entitled to vote at such meeting, present in\nperson or by proxy, shall have the power to adjourn the meeting from time to\ntime to a date not more than 120 days after the original record date without\nnotice other than announcement at the meeting. At such adjourned meeting at\nwhich a quorum shall be present, any business may be transacted which might have\nbeen transacted at the meeting as originally notified.\n\n\n\n                                       2\n   3\n\n\n     Section 8. VOTING. A plurality of all the votes cast at a meeting of\nshareholders duly called and at which a quorum is present shall be sufficient to\nelect a Trustee. Each share may be voted for as many individuals as there are\nTrustees to be elected and for whose election the share is entitled to be voted.\nA majority of the votes cast at a meeting of shareholders duly called and at\nwhich a quorum is present shall be sufficient to approve any other matter which\nmay properly come before the meeting, unless more than a majority of the votes\ncast is required herein or by statute or by the Declaration of Trust. Unless\notherwise provided in the Declaration of Trust, each outstanding share,\nregardless of class, shall be entitled to one vote on each matter submitted to a\nvote at a meeting of shareholders.\n\n     Section 9. PROXIES. A shareholder may cast the votes entitled to be cast by\nthe shares owned of record by him in person or by proxy as provided in this\nsection. No proxy shall be valid after eleven months from the date of its\nexecution, unless otherwise provided in the proxy. Unless otherwise agreed in\nwriting, the holder of record of shares which actually belong to another shall\nissue a proxy to vote the shares to the actual owner on the owner's demand. A\nshareholder may authorize another person to act as proxy for the shareholder. A\nshareholder may sign a writing authorizing another person to act as proxy.\nSigning may be accomplished by the shareholder or the shareholder's authorized\nagent signing the writing or causing the shareholder's signature to be affixed\nto the writing by any reasonable means, including facsimile signature. A\nshareholder may authorize another person to act as proxy by transmitting, or\nauthorizing the transmission of, an authorization for the person to act as proxy\nto the person authorized to act as proxy or any other person authorized to\nreceive the proxy authorization on behalf of the person authorized to act as the\nproxy, including a proxy solicitation firm or proxy support service\norganization. The authorization may be transmitted by a telegram, cablegram,\ndatagram, electronic mail, or any other electronic or telephonic means. A copy,\nfacsimile telecommunication, or other reliable reproduction of the writing or\ntransmission authorized under this subsection may be substituted for the\noriginal writing or transmission for any purpose for which the original writing\nor transmission could be used.\n\n     Section 10. VOTING OF SHARES BY CERTAIN HOLDERS. Shares of the Trust\nregistered in the name of a corporation, partnership, trust or other entity, if\nentitled to be voted, may be voted by the president or a vice president, a\ngeneral partner or trustee thereof, as the case may be, or a proxy appointed by\nany of the foregoing individuals, unless some other person who has been\nappointed to vote such shares pursuant to a bylaw or a resolution of the\ngoverning board of such corporation or other entity or agreement of the partners\nof the partnership presents a certified copy of such bylaw, resolution or\nagreement, in which case such person may vote such shares. Any trustee or other\nfiduciary may vote shares registered in his name as such fiduciary, either in\nperson or by proxy.\n\n     Shares of the Trust directly or indirectly owned by it shall not be voted\nat any meeting and shall not be counted in determining the total number of\noutstanding shares entitled to be voted at any given time, unless they are held\nby it in a fiduciary capacity, in which case they may be voted and shall be\ncounted in determining the total number of outstanding shares at any given time.\n\n\n\n                                       3\n   4\n\n\n     The Trustees may adopt by resolution a procedure by which a shareholder may\ncertify in writing to the Trust that any shares registered in the name of the\nshareholder are held for the account of a specified person other than the\nshareholder. The resolution shall set forth the class of shareholders who may\nmake the certification, the purpose for which the certification may be made, the\nform of certification and the information to be contained in it; if the\ncertification is with respect to a record date or closing of the share transfer\nbooks, the time after the record date or closing of the share transfer books\nwithin which the certification must be received by the Trust; and any other\nprovisions with respect to the procedure which the Trustees consider necessary\nor desirable. on receipt of such certification, the person specified in the\ncertification shall be regarded as, for the purposes set forth in the\ncertification, the shareholder of record of the specified shares in place of the\nshareholder who makes the certification.\n\n     Notwithstanding any other provision contained herein or in the Declaration\nof Trust or these Bylaws, Title 3, Subtitle 7 of the Corporations and\nAssociations Article of the Annotated Code of Maryland (or any successor\nstatute) shall not apply to any acquisition by any person of shares of\nbeneficial interest of the Trust. This section may be repealed, in whole or in\npart, at any time, whether before or after an acquisition of control shares and,\nupon such repeal, may, to the extent provided by any successor bylaw, apply to\nany prior or subsequent control share acquisition.\n\n     Section 11. INSPECTORS. At any meeting of shareholders, the chairman of the\nmeeting may appoint one or more persons as inspectors for such meeting. Such\ninspectors shall ascertain and report the number of shares represented at the\nmeeting based upon their determination of the validity and effect of proxies,\ncount all votes, report the results and perform such other acts as are proper to\nconduct the election and voting with impartiality and fairness to all the\nshareholders.\n\n     Each report of an inspector shall be in writing and signed by him or by a\nmajority of them if there is more than one inspector acting at such meeting. If\nthere is more than one inspector, the report of a majority shall be the report\nof the inspectors. The report of the inspector or inspectors on the number of\nshares represented at the meeting and the results of the voting shall be prima\nfacie evidence thereof.\n\n     Section 12. REPORTS TO SHAREHOLDERS. The Trustees shall submit to the\nshareholders at or before the annual meeting of shareholders a report of the\nbusiness and operations of the Trust during such fiscal year, containing a\nbalance sheet and a statement of income and surplus of the Trust, accompanied by\nthe certification of an independent certified public accountant, and such\nfurther information as the Trustees may determine is required pursuant to any\nlaw or regulation to which the Trust is subject. Within the earlier of 20 days\nafter the annual meeting of shareholders or 120 days after the end of the fiscal\nyear of the Trust, the Trustees shall place the annual report on file at the\nprincipal office of the Trust and with any governmental agencies as may be\nrequired by law and as the Trustees may deem appropriate.\n\n\n                                       4\n   5\n\n\n     Section 13. NOMINATIONS AND PROPOSALS BY SHAREHOLDERS.\n\n          (a) Annual Meetings of Shareholders. (1) Nominations of persons for\nelection to the Board of Trustees and the proposal of business to be considered\nby the shareholders may be made at an annual meeting of shareholders (i)\npursuant to the Trust's notice of meeting, (ii) by or at the direction of the\nTrustees or (iii) by any shareholder of the Trust who was a shareholder of\nrecord both at the time of giving of notice provided for in this Section 13 (a)\nand at the time of the annual meeting, who is entitled to vote at the meeting\nand who complied with the notice procedures set forth in this Section 13(a).\n\n               (2) For nominations or other business to be properly brought\nbefore an annual meeting by a shareholder pursuant to clause (iii) of paragraph\n(a) (1) of this Section 13, the shareholder must have given timely notice\nthereof in writing to the Secretary of the Trust and such other business must\notherwise be a proper matter for action by shareholders. To be timely, a\nshareholder's notice shall be delivered to the Secretary at the principal\nexecutive offices of the Trust not later than the close of business on the 60th\nday nor earlier than the close of business on the 90th day prior to the first\nanniversary of the preceding year's annual meeting; provided, however, that in\nthe event that the date of the annual meeting is advanced by more than 30 days\nor delayed by more than 60 days from such anniversary date or if the Trust has\nnot previously held an annual meeting, notice by the shareholder to be timely\nmust be so delivered not earlier than the close of business on the 90th day\nprior to such annual meeting and not later than the close of business on the\nlater of the 60th day prior to such annual meeting or the tenth day following\nthe day on which public announcement of the date of such meeting is first made\nby the Trust. In no event shall the public announcement of a postponement or\nadjournment of an annual meeting to a later date or time commence a new time\nperiod for the giving of a shareholder's notice as described above. Such\nshareholder's notice shall set forth as to each person whom the shareholder\nproposes to nominate for election or reelection as a Trustee all information\nrelating to such person that is required to be disclosed in solicitations of\nproxies for election of Trustees in an election contest, or is otherwise\nrequired, in each case pursuant to Regulation 14A under the Securities Exchange\nAct of 1934, as amended (the \"Exchange Act\") (including such person's written\nconsent to being named in the proxy statement as a nominee and to serving as a\nTrustee if elected); (ii) as to any other business that the shareholder proposes\nto bring before the meeting, a brief description of the business desired to be\nbrought before the meeting, the reasons for conducting such business at the\nmeeting and any material interest in such business of such shareholder and of\nthe beneficial owner, if any, on whose behalf the proposal is made; and (iii) as\nto the shareholder giving the notice and the beneficial owner, if any, on whose\nbehalf the nomination or proposal is made, (x) the name and address of such\nshareholder, as they appear on the Trust's books, and of such beneficial owner\nand (y) the number of each class of shares of the Trust which are owned\nbeneficially and of record by such shareholder and such beneficial owner.\n\n               (3) Notwithstanding anything in the second sentence of paragraph\n(a) (2) of this Section 13 to the contrary, in the event that the number of\n\n\n\n                                       5\n   6\nTrustees to be elected to the Board of Trustees is increased and there is no\npublic announcement by the Trust naming all of the nominees for Trustee or\nspecifying the size of the increased Board of Trustees at least 70 days prior to\nthe first anniversary of the preceding year's annual meeting, a shareholder's\nnotice required by this Section 13(a) shall also be considered timely, but only\nwith respect to nominees for any new positions created by such increase, if it\nshall be delivered to the secretary at the principal executive offices of the\nTrust not later than the close of business on the tenth day following the day on\nwhich such public announcement is first made by the Trust.\n\n               (b) Special Meetings of Shareholders. Only such business shall be\nconducted at a special meeting of shareholders as shall have been brought before\nthe meeting pursuant to the Trust's notice of meeting. Nominations of persons\nfor election to the Board of Trustees may be made at a special meeting of\nshareholders at which Trustees are to be elected (i) pursuant to the Trusts\nnotice of meeting (ii) by or at the direction of the Board of Trustees or (iii)\nprovided that the Board of Trustees has determined that Trustees shall be\nelected at such special meeting, by any shareholder of the Trust who was a\nshareholder of record both at the time of giving of notice provided for in this\nSection 13(b) and at the time of the special meeting, who is entitled to vote at\nthe meeting and who complied with the notice procedures set forth in this\nSection 13 (b). In the event the Trust calls a special meeting of shareholders\nfor the purpose of electing one or more Trustees to the Board of Trustees, any\nsuch shareholder may nominate a person or persons (as the case may be) for\nelection to such position as specified in the Trust's notice of meeting, if the\nshareholder's notice containing the information required by paragraph (a) (2) of\nthis Section 13 shall be delivered to the Secretary at the principal executive\noffices of the Trust not earlier than the close of business on the 90th day\nprior to such special meeting and not later than the close of business on the\nlater of the 60th day prior to such special meeting or the tenth day following\nthe day on which public announcement is first made of the date of the special\nmeeting and of the nominees proposed by the Trustees to be elected at such\nmeeting. In no event shall the public announcement of a postponement or\nadjournment of a special meeting to a later date or time commence a new time\nperiod for the giving of a shareholder's notice as described above.\n\n               (c) General. (1) Only such persons who are nominated in\naccordance with the procedures set forth in this Section 13 shall be eligible to\nserve as Trustees and only such business shall be conducted at a meeting of\nshareholders as shall have been brought before the meeting in accordance with\nthe procedures set forth in this Section 13. The chairman of the meeting shall\nhave the power and duty to determine whether a nomination or any business\nproposed to be brought before the meeting was made or proposed, as the case may\nbe, in accordance with the procedures set forth in this Section 13 and, if any\nproposed nomination or business is not in compliance with this Section 13, to\ndeclare that such nomination or proposal shall be disregarded.\n\n                    (2) For purposes of this Section 13, \"public announcement\"\nshall mean disclosure in a press release reported by the Dow Jones News Service,\nAssociated Press or comparable news service or in a document publicly filed by\nthe Trust with the Securities and Exchange Commission pursuant to Section 13, 14\nor 15(d) of the Exchange Act.\n\n\n\n                                       6\n   7\n\n                    (3) Notwithstanding the foregoing provisions of this Section\n13, a shareholder shall also comply with all applicable requirements of state\nlaw and of the Exchange Act and the rules and regulations thereunder with\nrespect to the matters set forth in this Section 13. Nothing in this Section 13\nshall be deemed to affect any rights of shareholders to request inclusion of\nproposals in, nor any of the rights of the Trust to omit a proposal from, the\nTrust's proxy statement pursuant to Rule 14a-8 under the Exchange Act.\n\n     Section 14. INFORMAL ACTION BY SHAREHOLDERS. Notwithstanding the provisions\nof Section 13 of this Article II, any action required or permitted to be taken\nat a meeting of shareholders may be taken without a meeting if a consent in\nwriting, setting forth such action, is signed by shareholders entitled to cast a\nsufficient number of votes to approve the matter, as required by statute, the\nDeclaration of Trust of the Trust or these Bylaws, and such consent is filed\nwith the minutes of proceedings of the shareholders.\n\n     Section 15. VOTING BY BALLOT. Voting on any question or in any election may\nbe viva voce unless the presiding officer shall order or any shareholder shall\ndemand that voting be by ballot.\n\n                                   ARTICLE III\n\n                                    TRUSTEES\n\n     Section 1. GENERAL POWERS; QUALIFICATIONS; TRUSTEES HOLDING OVER. The\nbusiness and affairs of the Trust shall be managed under the direction of its\nBoard of Trustees. A Trustee shall be an individual at least 21 years of age who\nis not under legal disability. In case of failure to elect Trustees at an annual\nmeeting of the shareholders, the Trustees holding over shall continue to direct\nthe management of the business and affairs of the Trust until their successors\nare elected and qualify.\n\n     Section 2. NUMBER. At any regular meeting or at any special meeting called\nfor that purpose, a majority of the entire Board of Trustees may establish,\nincrease or decrease the number of Trustees, subject to any limitations on the\nnumber of Trustees set forth in the Declaration of Trust. Except during the\nperiod when a vacancy exists, at least two-thirds of the Trustees shall be\npersons who are not executive officers of the Trust or persons affiliated with\nSamuel Zell or his affiliates (\"Independent Trustees\"). For purposes of this\nSection, the terms \"executive officers\" and \"affiliated\" shall have the\ndefinitions set forth in Rule 405 under the Securities Act of 1933, as amended.\n\n     Section 3. ANNUAL AND REGULAR MEETINGS. An annual meeting of the Trustees\nshall be held immediately after and at the same place as the annual meeting of\nshareholders, no notice other than this Bylaw being necessary. The Trustees may\nprovide, by resolution, the time and place, either within or without the State\nof Maryland, for the holding of regular meetings of the Trustees without other\nnotice than such resolution.\n\n\n\n                                       7\n   8\n\n     Section 4. SPECIAL MEETINGS. Special meetings of the Trustees may be called\nby or at the request of the chairman of the board or the president or by a\nmajority of the Trustees then in office. The person or persons authorized to\ncall special meetings of the Trustees may fix any place, either within or\nwithout the State of Maryland, as the place for holding any special meeting of\nthe Trustees called by them.\n\n     Section 5. NOTICE. Notice of any special meeting shall be given by written\nnotice delivered personally, telegraphed, facsimile-transmitted or mailed to\neach Trustee at his business or residence address. Personally delivered or\ntelegraphed notices shall be given at least two days prior to the meeting.\nNotice by mail shall be given at least five days prior to the meeting. Telephone\nor facsimile-transmission notice shall be given at least 24 hours prior to the\nmeeting. If mailed, such notice shall be deemed to be given when deposited in\nthe United States mail properly addressed, with postage thereon prepaid. If\ngiven by telegram, such notice shall be deemed to be given when the telegram is\ndelivered to the telegraph company. Telephone notice shall be deemed given when\nthe Trustee is personally given such notice in a telephone call to which he is a\nparty. Facsimile-transmission notice shall be deemed given upon completion of\nthe transmission of the message to the number given to the Trust by the Trustee\nand receipt of a completed answer-back indicating receipt. Neither the business\nto be transacted at, nor the purpose of, any annual, regular or special meeting\nof the Trustees need be stated in the notice, unless specifically required by\nstatute or these Bylaws.\n\n     Section 6. QUORUM. A majority of the Trustees shall constitute a quorum for\ntransaction of business at any meeting of the Trustees, provided that, if less\nthan a majority of such Trustees are present at said meeting, a majority of the\nTrustees present may adjourn the meeting from time to time without further\nnotice, and provided further that if, pursuant to the Declaration of Trust or\nthese Bylaws, the vote of a majority of a particular group of Trustees is\nrequired for action, a quorum must also include a majority of such group.\n\n          The Trustees present at a meeting which has been duly called and\nconvened may continue to transact business until adjournment, notwithstanding\nthe withdrawal of enough Trustees to leave less than a quorum.\n\n     Section 7. VOTING. The action of the majority of the Trustees present at a\nmeeting at which a quorum is present shall be the action of the Trustees, unless\nthe concurrence of a greater proportion is required for such action by\napplicable statute.\n\n     Section 8. TELEPHONE MEETINGS. Trustees may participate in a meeting by\nmeans of a conference telephone or similar communications equipment if all\npersons participating in the meeting can hear each other at the same time.\nParticipation in a meeting by these means shall constitute presence in person at\nthe meeting.\n\n     Section 9. INFORMAL ACTION BY TRUSTEES. Any action required or permitted to\nbe taken at any meeting of the Trustees may be taken without a meeting, if a\nconsent in writing to \n\n\n\n                                       8\n   9\n\nsuch action is signed by each Trustee and such written consent is filed with the\nminutes of proceedings of the Trustees.\n\n     Section 10. VACANCIES. If for any reason any or all of the Trustees cease\nto be Trustees, such event shall not terminate the Trust or affect these Bylaws\nor the powers of the remaining Trustees hereunder (even if fewer than two\nTrustees remain). Any vacancy (including a vacancy created by an increase in the\nnumber of Trustees) shall be filled, at any regular meeting or at any special\nmeeting called for that purpose, by a majority of the Trustees. Any individual\nso elected as Trustee shall hold office until the next annual meeting of\nshareholders.\n\n     Section 11. COMPENSATION; FINANCIAL ASSISTANCE.\n\n          (a) Compensation. Trustees shall not receive any stated salary for\ntheir services as Trustees but, by resolution of the Trustees, may receive fixed\nsums per year and\/or per meeting and\/or per visit to real property owned or to\nbe acquired by the Trust and for any service or activity they performed or\nengaged in as Trustees. Such fixed sums may be paid either in cash or in shares\nof the Trust. Trustees may be reimbursed for expenses of attendance, if any, at\neach annual, regular or special meeting of the Trustees or of any committee\nthereof; and for their expenses, if any, in connection with each property visit\nand any other service or activity performed or engaged in as Trustees; but\nnothing herein contained shall be construed to preclude any Trustees from\nserving the Trust in any other capacity and receiving compensation therefor.\n\n          (b) Financial Assistance to Trustees. The Trust may lend money to,\nguarantee an obligation of or otherwise assist a Trustee or a trustee or\ndirector of a direct or indirect subsidiary of the Trust; provided, however,\nthat such Trustee or other person is also an executive officer of the Trust or\nof such subsidiary, or the loan, guarantee or other assistance is in connection\nwith the purchase of Shares. The loan, guarantee or other assistance may be with\nor without interest, unsecured, or secured in any manner that the Board of\nTrustees approves, including a pledge of shares.\n\n     Section 12. REMOVAL OF TRUSTEES. The shareholders may, at any time, remove\nany Trustee in the manner provided in the Declaration of Trust.\n\n     Section 13. LOSS OF DEPOSITS. No Trustee shall be liable for any loss which\nmay occur by reason of the failure of the bank, trust company, savings and loan\nassociation, or other institution with whom moneys or shares have been\ndeposited.\n\n     Section 14. SURETY BONDS. Unless required by law, no Trustee shall be\nobligated to give any bond or surety or other security for the performance of\nany of his duties.\n\n     Section 15. RELIANCE. Each Trustee, officer, employee and agent of the\nTrust shall, in the performance of his duties with respect to the Trust, be\nfully justified and protected with regard to any act or failure to act in\nreliance in good faith upon the books of account or other records of the Trust,\nupon an opinion of counsel or upon reports made to the Trust by any of its\nofficers or employees or by the adviser, accountants, appraisers or other\nexperts or consultants \n\n\n                                       9\n   10\n\n\nselected by the Trustees or officers of the Trust, regardless of whether such\ncounsel or expert may also be a Trustee.\n\n     Section 16. INTERESTED TRUSTEE TRANSACTIONS. Section 2-419 of the Maryland\nGeneral Corporation Law (the \"MGCL\") shall be available for and apply to any\ncontract or other transaction between the Trust and any of its Trustees or\nbetween the Trust and any other trust, corporation, firm or other entity in\nwhich any of its Trustees is a trustee or director or has a material financial\ninterest.\n\n     Section 17. CERTAIN RIGHTS OF TRUSTEES, OFFICERS, EMPLOYEES AND AGENTS. The\nTrustees shall have no responsibility to devote their full time to the affairs\nof the Trust. Any Trustee or officer, employee or agent of the Trust (other than\na full-time officer, employee or agent of the Trust), in his personal capacity\nor in a capacity as an affiliate, employee, or agent of any other person, or\notherwise, may have business interests and engage in business activities similar\nor in addition to those of or relating to the Trust.)\n\n                                   ARTICLE IV\n\n                                   COMMITTEES\n\n     Section 1. NUMBER, TENURE AND QUALIFICATION. The Trustees may appoint from\namong its members an Audit Committee, a Compensation Committee and other\ncommittees, each composed of one or more Trustees, to serve at the pleasure of\nthe Trustees.\n\n     Section 2. POWERS. The Trustees may delegate to committees appointed under\nSection 1 of this Article any of the powers of the Trustees, except as\nprohibited by law.\n\n     Section 3. MEETINGS. In the absence of any member of any such committee,\nthe members thereof present at any meeting, whether or not they constitute a\nquorum, may appoint another Trustee to act in the place of such absent member.\nNotice of committee meetings shall be given in the same manner as notice for\nspecial meetings of the Board of Trustees.\n\n     One-third, but not less than two (except for one-member committees), of the\nmembers of any committee shall be present in person at any meeting of such\ncommittee in order to constitute a quorum for the transaction of business at\nsuch meeting, and the act of a majority present shall be the act of such\ncommittee. The Board of Trustees may designate a chairman of any committee, and\nsuch chairman or any two members of any committee (except for one-member\ncommittees) may fix the time and place of its meetings unless the Board shall\notherwise provide. In the absence or disqualification of any member of any such\ncommittee, the members thereof present at any meeting and not disqualified from\nvoting, whether or not they constitute a quorum, may unanimously appoint another\nTrustee to act at the meeting in the place of such absent or disqualified\nmembers.\n\n\n\n                                       10\n   11\n\n\n     Each committee shall keep minutes of its proceedings and shall report the\nsame to the Board of Trustees at the next succeeding meeting, and any action by\nthe committee shall be subject to revision and alteration by the Board of\nTrustees, provided that no rights of third persons shall be affected by any such\nrevision or alteration.\n\n     Section 4. TELEPHONE MEETINGS. Members of a committee of the Trustees may\nparticipate in a meeting by means of a conference telephone or similar\ncommunications equipment if all persons participating in the meeting can hear\neach other at the same time. Participation in a meeting by these means shall\nconstitute presence in person at the meeting.\n\n     Section 5. INFORMAL ACTION BY COMMITTEES. Any action required or permitted\nto be taken at any meeting of a committee of the Trustees may be taken without a\nmeeting, if a consent in writing to such action is signed by each member of the\ncommittee and such written consent is filed with the minutes of proceedings of\nsuch committee.\n\n     Section 6. VACANCIES. Subject to the provisions hereof, the Board of\nTrustees shall have the power at any time to change the membership of any\ncommittee, to fill all vacancies, to designate alternate members to replace any\nabsent or disqualified member or to dissolve any such committee.\n\n     Section 7. EXECUTIVE COMMITTEE. The Executive Committee shall be composed\nof not less than three Trustees and, subject to the exceptions hereafter\ndescribed, established for the purpose of undertaking or authorizing, on behalf\nof the Board, any and all actions which might be undertaken or authorized by the\nBoard itself; provided that, in the absence of further resolution from the\nBoard, the Executive Committee shall not be empowered (i) to bind the Trust in\nrespect to an acquisition or disposition or series of acquisitions or\ndispositions which have not been approved by or reported to the Board at a\nduly-called meeting of the Board and any one of which exceeds Fifty Million\nDollars ($50,000,000) individually or Seventy-Five Million Dollars\n($75,000,000), when aggregated with all other such unreported or unapproved\nacquisitions or dispositions; (ii) to approve any merger or other\nre-organization of the Trust; (iii) to make any recommendation to the\nshareholders of the Trust; (iv) to elect any individual to an office of\nexecutive vice-president or higher of the Trust; (v) to amend the Bylaws of the\nTrust; (vi) to undertake any action which is within the jurisdiction of any\nother committee of the Board; (vii) to authorize or fix the terms of any shares\nof beneficial interest or other securities to be issued by the Trust or any OP\nUnits to be issued by the Operating Partnership unless (x) the maximum number of\nsecurities of the Trust or OP Units of the Operating Partnership is not greater\nthan the quotient of $50,000,000 (in any one transaction) or $75,000,000 (in a\nseries of transactions which are unapproved by or unreported to the Board), and\nin either case the Board has approved the terms and conditions of the\nsecurities, divided by the fair market value (as determined by the Executive\nCommittee, whose determination shall be final and binding) of a share, OP Units\nor other security or (y) the Board has given general authorization for issuance\nof securities providing for or establishing a method or procedure for\ndetermining the maximum number of such securities to be issued by the Trust or\nthe Operating Partnership;(viii) to enter into any transaction in which any\nmember of the Executive Committee has a financial interest which is adverse to\nthe Trust; or (ix) to borrow or enter into agreements to borrow in excess of One\n\n\n\n                                       11\n   12\n\n\nHundred Million Dollars ($100,000,000) individually or in the aggregate, in\nloans which have not been reported to or approved by the Board; and provided\nfurther that the Executive Committee is expressly empowered, upon its\ndetermination that any such increase in purchase price or decrease in sales\nprice is required in order to close a given transaction, to increase any\npurchase price or to decrease any sales price previously approved by the Board\nby an amount not greater than the lesser of (x) five percent (5%) of the\npurchase or sales price previously approved by the Board or (y) Fifty Million\nDollars ($50,000,000).\n\n     Section 8. CONFLICTS COMMITTEE.\n\n          (a) The Conflicts Committee shall be composed of not less than three\n(3) members, all of whom shall be Independent Trustees. The chair and other\nmembers of the Conflicts Committee shall be appointed by the Board of Trustees,\nwith the affirmative vote of at least a majority of the Independent Trustees.\n\n          (b) The Conflicts Committee shall have the power to consider and, in\neach case where the transaction obligates or is expected to obligate the Trust\nin an amount not greater than Fifty Million Dollars ($50,000,000), to approve,\nin the name and on behalf of the Trust (including, without limitation, in the\nname and on behalf of EOP Operating Limited Partnership, in the Trust's capacity\nas its general partner, as applicable), any transaction in which the Trust is or\nis proposed to be a party and as to which any Trustee knows at the time of\ncommitment that any of the following persons either is or is entitled to be a\nparty, whether directly or indirectly, to the transaction or has a sufficiently\nmaterial beneficial interest that the interest might reasonably be expected to\nexert an influence on the Trustee's judgment if he were called upon to vote on\nthe transaction: (a) any Trustee or any Related Person of any Trustee; (b) any\nperson (other than the Trust) of which the Trustee is the owner of more than 5%\nof any class of equity securities or is a director, trustee, general partner,\nagent or employee; (c) any person that controls one or more of the persons\nspecified in clause (b) or a person that is controlled by, or is under common\ncontrol with, one or more of the persons specified in clause (b); or (d) an\nindividual who is a general partner, principal or employer of the Trustee.\n\n          (c) Any Trustee who knows of a transaction covered by Section 8(b)\nshall immediately notify and provide all material information about the\ntransaction to the Conflicts Committee, which shall thereafter promptly consider\nthe transaction. The Board of Trustees, any Trustee or any officer of the Trust\nmay notify the Conflicts Committee about any transaction that it has reason to\nbelieve is covered by Section 8(b) and, upon request, such Trustee shall provide\nto the Conflicts Committee all relevant information known or in the control of\nthe referring person. Upon receipt of notice pursuant to this paragraph, the\nConflicts Committee shall notify the Chairman of the Board and the Secretary of\nthe Trust in order that the Board of Trustees which, absent the Board's\ndetermination that such notice was improper, shall take no further action with\nrespect to the transaction unless and until approved, ratified or recommended to\nthe Board by the Conflicts Committee. The Trust shall not enter into such\ntransaction without the approval, ratification or recommendation of the\nConflicts Committee acting by unanimous written consent or by the affirmative\nvote of a majority of its members present and voting at any \n\n\n\n                                       12\n   13\nmeeting thereof (excluding any members disqualified pursuant to Section 8(d)).\nNothing in this Section 8 shall require approval of fees or other compensation\nto Independent Trustees for their service as Trustees.\n\n          (d)  Any member of the Conflicts Committee who is a party to or who \nhas an interest in the transaction of the type described in Section 8(b) shall\ntake no part in the deliberations of the Conflicts Committee on the transaction.\n\n          (e)  For purposes of this Section 8, the following terms shall have \nthe followings meanings:\n\n               \"Affiliate\" means a person or entity that directly or indirectly\n          controls, or is controlled by, or is under common control with, a\n          specified person or entity.\n\n               \"Control\", including the terms \"controlling\" or \"under common\n          control with,\" means the possession, directly or indirectly, of the\n          power to direct or cause the direction of the management and policies\n          of a person, whether by ownership of voting securities, by contract or\n          otherwise. The beneficial ownership of ten percent or more of\n          securities entitled to be voted generally in the election of directors\n          creates a presumption of control.\n\n               \"Independent Trustee\" shall mean a Trustee who is not an officer,\n          employee or agent of the Trust or an Affiliate of the Trust. For these\n          purposes, Equity Group Investments, L.L.C. and its Affiliates shall be\n          deemed to be Affiliates of the Trust until such time, if any, as the\n          Board shall determine otherwise.\n\n               \"Time of commitment\" as to a transaction means the time when the\n          transaction is consummated or, if made pursuant to contract, the time\n          when the Trust becomes contractually obligated so that its unilateral\n          withdrawal from the transaction would entail significant loss,\n          liability or other damage.\n\n               \"Related Person\" of a Trustee means (a) the spouse (or a parent\n          or sibling thereof) of the Trustee, or a child, grandchild, sibling,\n          parent (or spouse of any thereof) of the Trustee, or an individual\n          sharing the same residence as the Trustee, or a trust or estate of\n          which a Trustee or an individual specified in this definition is a\n          substantial beneficiary or (b) a trust, estate, incompetent,\n          conservatee or minor of which the Trustee is a fiduciary.\n\n     Section 9. AUDIT COMMITTEE\n\n          I.   PURPOSE\n\n\n\n                                       13\n   14\n\n\n                    The primary purpose of the Audit Committee is to assist the\n               Board in fulfilling its oversight responsibilities with respect\n               to financial reports and other financial information. In this\n               regard, the Audit Committee is to:\n\n               (a)  Serve as an independent and objective body to monitor the\n                    Trust's financial reporting process and internal control \n                    systems;\n\n               (b)  Serve, together with the Board, as the ultimate authority to\n                    which the independent auditor (the \"Independent Auditor\")\n                    and the internal auditing department (\"Internal Audit\") are\n                    accountable, and have, together with the Board, the ultimate\n                    authority and responsibility to select, evaluate and, where\n                    appropriate, replace the Independent Auditor (or to nominate\n                    the Independent Auditor to be proposed for shareholder\n                    approval in any proxy statement);\n\n               (c)  Review and audit efforts of the Independent Auditor and\n                    Internal Audit; and\n\n               (d)  Provide an open avenue of communication among the\n                    Independent Auditor, financial and senior management,\n                    Internal Audit, and the Board.\n\n          II.  COMPOSITION AND EXPERTISE\n\n               (a)  Members of the Audit Committee shall meeting the\n                    independence and experience requirements of the New York\n                    Stock Exchange (the \"NYSE\") and any other market or markets,\n                    if any, on which the securities of the Trust or any of its\n                    subsidiaries are traded. Determinations as to whether a\n                    particular trustee satisfies the requirements for membership\n                    on the Audit Committee will be made by the Board.\n\n               (b)  The members of the Audit Committee shall be elected by the\n                    Board at the annual organizational meeting of the Board\n                    (commencing with the 2001 organizational meeting) and shall\n                    serve until their successors shall have been duly elected\n                    and qualified or until their resignation or removal. Unless\n                    a Chair is designated by the full Board, the members of the\n                    Audit Committee may elect a Chair by majority vote.\n\n               (c)  The Audit Committee shall be composed of not less than three\n                    Trustees.\n\n\n          III. DUTIES AND RESPONSIBILITIES\n\n\n\n                                       14\n   15\n\n\n                    The Audit Committee shall:\n\n                            Documents\/Reports Review\n                            ------------------------\n\n               (a)  Review the adequacy of this Charter at least annually and at\n                    such other intervals as the Audit Committee or the Board\n                    determines.\n\n               (b)  Review and discuss with management the annual audited and\n                    quarterly financial statements.\n\n               (c)  Review reports to management prepared by the Independent\n                    Auditor or Internal Audit and any responses to the same by\n                    management.\n\n                               Independent Auditor\n                               -------------------\n\n               (d)  Review and recommend to the Board: (i) the selection of the\n                    Independent Auditor to audit the books, records and accounts\n                    of the Trust, and (ii) the approval of the fees and other\n                    compensation of the Independent Auditor.\n\n               (e)  Review and discuss with the Independent Auditor all\n                    significant relationships that the auditor and its\n                    affiliates have with the Trust and its affiliates in order\n                    to determine the auditor's independence. The Audit Committee\n                    shall: (1) request, receive and review and a periodic basis,\n                    a formal written statement from the Independent Auditor\n                    delineating all relationships between the Independent\n                    Auditor and the Trust, (ii) discuss with the Independent\n                    Auditor and disclosed relationships or services that may\n                    impact the objectivity and independence of the Independent\n                    Auditor and (iii) recommend that the Board take appropriate\n                    action in response to the Independent Auditor's report to\n                    satisfy itself of the Independent Auditor's independence.\n\n                           Financial Reporting Process\n                           ---------------------------\n\n               (f)  Review the financial processes and audit controls, both\n                    internal and external, based on consultation with the\n                    Independent Auditor and Internal Audit.\n\n               (g)  Review the Independent Auditor's judgment about the quality\n                    and appropriateness of accounting principles as applied in\n                    financial reporting.\n\n               (h)  Consider and, if appropriate, recommend to the Board\n                    significant changes to auditing and accounting principles\n                    and practices as suggested by the Independent Auditor,\n                    management of Internal Audit.\n\n\n\n                                       15\n   16\n\n                              Process Improvements\n                              --------------------\n\n               (i)  Review reports to the Audit Committee by each of management,\n                    the Independent Auditor and Internal Audit regarding any\n                    significant judgments made in management's preparation of\n                    financial statements and the view of each as to the\n                    appropriateness of such judgments.\n\n               (j)  Review with each of management, the Independent Auditor and\n                    Internal Audit any significant difficulties encountered\n                    during the course of each audit.\n\n               (k)  Review any significant disagreement among management, the\n                    Independent Auditor and Internal Audit in connection with\n                    the preparation of the financial statements.\n\n               (l)  Review with the Independent Auditor, Internal Audit and\n                    management the extent to which changes or improvements in\n                    financial or accounting practices and internal controls, as\n                    approved by the Audit Committee, have been implemented.\n\n                                      Other\n                                      -----\n\n               (m)  Annually prepare a report to shareholders as required by the\n                    Securities and Exchange Commission.\n\n               (n)  Keep a record of the acts and proceedings of the Audit\n                    Committee and report thereon to the Board periodically or\n                    whenever requested to do so.\n\n               (o)  Review, with the Trust's counsel, legal compliance matters\n                    or any legal matter that could have a significant impact on\n                    the organization's financial statements.\n\n               (p)  Perform such other activities, consistent with this Charter,\n                    the Trust's Declaration of Trust, Bylaws and governing law,\n                    as the Audit Committee or the Board deems necessary or\n                    appropriate.\n\n               (q)  While the Audit Committee has the responsibilities and\n                    powers set forth in this Charter, it is not the duty of the\n                    Audit Committee to plan or conduct audits, to implement\n                    internal controls or to determine that the Trust's financial\n                    statements are complete and accurate and are in accordance\n                    with generally accepted accounting principles. This is the\n                    responsibility of management and the Independent Auditor.\n                    Nor is it the duty of the Audit Committee to conduct\n                    investigations, to resolve disagreements, if any, amount\n                    management, the Independent Auditor or Internal Audit or to\n                    assure compliance with laws and regulations. The review of\n                    the financial statements by the Audit Committee is not of\n                    the same quality as the audit performed by the Independent\n                    Auditor. In carrying out its responsibilities, the\n\n\n\n\n\n\n\n                                       16\n\n   17\n                      Audit Committee's policies and procedures should remain\n                      flexible in order to best react to a changing environment.\n\n\n     Section 10. COMPENSATION AND OPTION COMMITTEE. The Compensation and Option\nCommittee shall be composed of at least one Trustee. The Compensation and Option\nCommittee shall be authorized to establish the compensation and benefit\narrangements for the officers and key employees of the Trust and to establish\ngeneral policy relating to compensation and benefit arrangements of employees of\nthe Trust. The Compensation and Option Committee shall also administer the share\nplans and compensation programs of the Trust. The Compensation and Option\nCommittee shall be authorized to establish awards under and administer the\nTrust's Supplemental Retirement Savings Plan.\n\n     Section 11. COMMITTEE ON TRUST GOVERNANCE. The Committee on Trust\nGovernance shall be composed of not less than three Trustees. The Committee on\nTrust Governance shall be authorized to (i) study, and review with management,\nthe overall effectiveness of the organization of the Board of Trustees and the\nconduct of its business, and make appropriate recommendations to the Trustees\nwith regard thereto; (ii) review the appropriateness and adequacy of information\nsupplied to the Trustees prior to and during Board of Trustee meetings of the\nTrustees; (iii) develop, submit to the Trustees for their approval and\nthereafter monitor implementation of Guidelines on Trust Governance Issues in\nrespect to the operation of the Board of Trustees and propose to the Trustees\nfor their approval from time to time such revisions therein as the Committee on\nTrust Governance deems to be appropriate; (iv) develop and maintain criteria and\nprocedures for the identification and recruitment or retention of candidates for\nelection or reelection to serve as Trustees of the Trust, including\nconsideration of the performance of incumbent Trustees in determining whether to\nnominate them for reelection; and (v) recommend to the Trustees, with the advice\nof the Chairman and the President and Chief Executive Officer of the Trust,\nnominees for election or reelection as Trustees. The Chairman of the Board as\nwell as the President and Chief Executive Officer shall be ex-officio members of\nthe Committee on Trust Governance.\n\n\n                                    ARTICLE V\n\n                                    OFFICERS\n\n     Section 1. GENERAL PROVISIONS. The officers of the Trust shall include a\npresident, a secretary and a treasurer and may include a chairman of the board,\na vice chairman of the board, a chief executive officer, a chief operating\nofficer, a chief financial officer, a chief legal counsel, one or more vice\npresidents, one or more assistant secretaries and one or more assistant\ntreasurers. In addition, the Trustees may from time to time appoint such other\nofficers with such powers and duties as they shall deem necessary or desirable.\nThe officers of the Trust shall be elected annually by the Trustees at the first\nmeeting of the Trustees held after each annual meeting of shareholders. If the\nelection of officers shall not be held at such meeting, such election shall be\nheld as soon thereafter as may be convenient. Each officer shall hold office\n\n\n                                       17\n   18\n\nuntil his successor is elected and qualifies or until his death, resignation or\nremoval in the manner hereinafter provided. Any two or more offices except\npresident and vice president may be held by the same person. In their\ndiscretion, the Trustees may leave unfilled any office except that of president\nand secretary. Election of an officer or agent shall not of itself create\ncontract rights between the Trust and such officer or agent.\n\n     Section 2. REMOVAL AND RESIGNATION. Any officer or agent of the Trust may\nbe removed by the Trustees if in their judgment the best interests of the Trust\nwould be served thereby, but such removal shall be without prejudice to the\ncontract rights, if any, of the person so removed. Any officer of the Trust may\nresign at any time by giving written notice of his resignation to the Trustees,\nthe chairman of the board, the president or the secretary. Any resignation shall\ntake effect at any time subsequent to the time specified therein or, if the time\nwhen it shall become effective is not specified therein, immediately upon its\nreceipt. The acceptance of a resignation shall not be necessary to make it\neffective unless otherwise stated in the resignation. Such resignation shall be\nwithout prejudice to the contract rights, if any, of the Trust.\n\n     Section 3. VACANCIES. A vacancy in any office may be filled by the Trustees\nfor the balance of the term.\n\n     Section 4. CHIEF EXECUTIVE OFFICER. The Trustees may designate a chief\nexecutive officer from among the elected officers. The chief executive officer\nshall have responsibility for implementation of the policies of the Trust, as\ndetermined by the Trustees, and for the administration of the business affairs\nof the Trust. In the absence of both the chairman and vice chairman of the\nboard, the chief executive officer shall preside over the meetings of the\nTrustees and of the shareholders at which he shall be present.\n\n     Section 5. CHIEF OPERATING OFFICER. The Trustees may designate a chief\noperating officer from among the elected officers. Said officer will have the\nresponsibilities and duties as set forth by the Trustees or the chief executive\nofficer.\n\n     Section 6. CHIEF FINANCIAL OFFICER. The Trustees may designate a chief\nfinancial officer from among the elected officers. Said officer will have the\nresponsibilities and duties as set forth by the Trustees or the chief executive\nofficer.\n\n     Section 7. CHIEF LEGAL COUNSEL. The Trustees may designate a chief legal\ncounsel from among the elected officers. Said officer will have the\nresponsibilities and duties as set forth by the trustees or the chief executive\nofficer.\n\n     Section 8. CHAIRMAN AND VICE CHAIRMAN OF THE BOARD. The chairman of the\nboard shall preside over the meetings of the Trustees and of the shareholders at\nwhich he shall be present and shall in general oversee all of the business and\naffairs of the Trust. In the absence of the chairman of the board, the vice\nchairman of the board shall preside at such meetings at which he shall be\npresent. The chairman and the vice chairman of the board may execute any deed,\nmortgage, bond, contract or other instrument, except in cases where the\n\n\n                                       18\n\n   19\n\nexecution thereof shall be expressly delegated by the Trustees or by these\nBylaws to some other officer or agent of the Trust or shall be required by law\nto be otherwise executed. The chairman of the board and the vice chairman of the\nboard shall perform such other duties as may be assigned to him or them by the\nTrustees.\n\n     Section 9. PRESIDENT. In the absence of the chairman, the vice chairman of\nthe board and the chief executive officer, the president shall preside over the\nmeetings of the Trustees and of the shareholders at which he shall be present.\nIn the absence of a designation of a chief executive officer by the Trustees,\nthe president shall be the chief executive officer and shall be ex officio a\nmember of all committees that may, from time to time, be constituted by the\nTrustees. The president may execute any deed, mortgage, bond, contract or other\ninstrument, except in cases where the execution thereof shall be expressly\ndelegated by the Trustees or by these Bylaws to some other officer or agent of\nthe Trust or shall be required by law to be otherwise executed; and in general\nshall perform all duties incident to the office of president and such other\nduties as may be prescribed by the Trustees from time to time.\n\n     Section 10. VICE PRESIDENTS. In the absence of the president or in the\nevent of a vacancy in such office, the vice president (or in the event there be\nmore than one vice president, the vice presidents in the order designated at the\ntime of their election or, in the absence of any designation, then in the order\nof their election) shall perform the duties of the president and when so acting\nshall have all the powers of and be subject to all the restrictions upon the\npresident; and shall perform such other duties as from time to time may be\nassigned to him by the president or by the Trustees. The Trustees may designate\none or more vice presidents as executive vice president, senior vice president\nor as vice president for particular areas of responsibility.\n\n     Section 11. SECRETARY. The secretary shall (a) keep the minutes of the\nproceedings of the shareholders, the Trustees and committees of the Trustees in\none or more books provided for that purpose; (b) see that all notices are duly\ngiven in accordance with the provisions of these Bylaws or as required by law;\n(c) be custodian of the trust records and of the seal of the Trust; (d) keep a\nregister of the post office address of each shareholder which shall be furnished\nto the secretary by such shareholder; (e) have general charge of the share\ntransfer books of the Trust; and (f) in general perform such other duties as\nfrom time to time may be assigned to him by the chief executive officer, the\npresident or by the Trustees.\n\n     Section 12. TREASURER. The treasurer shall have the custody of the funds\nand securities of the Trust and shall keep full and accurate accounts of\nreceipts and disbursements in books belonging to the Trust and shall deposit all\nmoneys and other valuable effects in the name and to the credit of the Trust in\nsuch depositories as may be designated by the Trustees.\n\n     He shall disburse the funds of the Trust as may be ordered by the Trustees,\ntaking proper vouchers for such disbursements, and shall render to the president\nand Trustees, at the regular meetings of the Trustees or whenever they may\nrequire it, an account of all his transactions as treasurer and of the financial\ncondition of the Trust.\n\n\n                                       19\n\n   20\n\n     If required by the Trustees, he shall give the Trust a bond in such sum and\nwith such surety or sureties as shall be satisfactory to the Trustees for the\nfaithful performance of the duties of his office and for the restoration to the\nTrust, in case of his death, resignation, retirement or removal from office, of\nall books, papers, vouchers, moneys and other property of whatever kind in his\npossession or under his control belonging to the Trust.\n\n     Section 13. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The assistant\nsecretaries and assistant treasurers, in general, shall perform such duties as\nshall be assigned to them by the secretary or treasurer, respectively, or by the\npresident or the Trustees. The assistant treasurers shall, if required by the\nTrustees, give bonds for the faithful performance of their duties in such sums\nand with such surety or sureties as shall be satisfactory to the Trustees.\n\n     Section 14. SALARIES. The salaries and other compensation of the officers\nshall be fixed from time to time by the Trustees and no officer shall be\nprevented from receiving such salary or other compensation by reason of the fact\nthat he is also a Trustee.\n\n\n                                   ARTICLE VI\n\n                      CONTRACTS, LOANS, CHECKS AND DEPOSITS\n\n     Section 1. CONTRACTS. The Trustees may authorize any officer or agent to\nenter into any contract or to execute and deliver any instrument in the name of\nand on behalf of the Trust and such authority may be general or confined to\nspecific instances. Any agreement, deed, mortgage, lease or other document\nexecuted by one or more of the Trustees or by an authorized person shall be\nvalid and binding upon the Trustees and upon the Trust when authorized or\nratified by action of the Trustees.\n\n     Section 2. CHECKS AND DRAFTS. All checks, drafts or other orders for the\npayment of money, notes or other evidences of indebtedness issued in the name of\nthe Trust shall be signed by such officer or agent of the Trust in such manner\nas shall from time to time be determined by the Trustees.\n\n     Section 3. DEPOSITS. All funds of the Trust not otherwise employed shall be\ndeposited from time to time to the credit of the Trust in such banks, trust\ncompanies or other depositories as the Trustees may designate.\n\n\n                                       20\n\n   21\n\n                                   ARTICLE VII\n\n                                     SHARES\n\n     Section 1. CERTIFICATES; UNCERTIFICATED SHARES. Unless the Board of\nTrustees of the Trust authorizes the issue of some or all of the shares of any\nor all of its classes or series without certificates, each shareholder shall be\nentitled to a certificate or certificates which shall represent and certify the\nnumber of shares of each class of beneficial interest held by him in the Trust.\nEach certificate shall be signed by the chief executive officer, the president\nor a vice president and countersigned by the secretary or an assistant secretary\nor the treasurer or an assistant treasurer and may be sealed with the seal, if\nany, of the Trust. The signatures may be either manual or facsimile.\nCertificates shall be consecutively numbered; and if the Trust shall, from time\nto time, issue several classes or series of shares, each class or series may\nhave its own number series. A certificate is valid and may be issued whether or\nnot an officer who signed it is still an officer when it is issued. Each\ncertificate representing shares which are restricted as to their transferability\nor voting powers, which are preferred or limited as to their dividends or as to\ntheir allocable portion of the assets of the Trust upon liquidation or which are\nredeemable at the option of the Trust, shall have a statement of such\nrestriction, limitation, preference or redemption provision, or a summary\nthereof, plainly stated on the certificate. In lieu of such statement or\nsummary, the Trust may set forth upon the face or back of the certificate a\nstatement that the Trust will furnish to any shareholder, upon request and\nwithout charge, a full statement of such information. At the time of issue or\ntransfer of shares without certificates, the Trust shall send the shareholder a\nwritten statement of the information required on certificates by Section 8-203\nof Title 8 of the Corporations and Associations Article of the Annotated Code of\nMaryland.\n\n     Section 2. TRANSFERS. Certificates shall be treated as negotiable and title\nthereto and to the shares they represent shall be transferred by delivery\nthereof duly endorsed or with proper evidence of transfer to the same extent as\nthose of a Maryland stock corporation. Upon surrender to the Trust or the\ntransfer agent of the Trust of a share certificate or uncertificated security\nduly endorsed or accompanied by proper evidence of succession, assignment or\nauthority to transfer, the Trust shall issue a new certificate or uncertificated\nsecurity to the person entitled thereto, cancel the old certificate and record\nthe transaction upon its books.\n\n     The Trust shall be entitled to treat the holder of record of any share or\nshares as the holder in fact thereof and, accordingly, shall not be bound to\nrecognize any equitable or other claim to or interest in such share or shares on\nthe part of any other person, whether or not it shall have express or other\nnotice thereof, except as otherwise provided by the laws of the State of\nMaryland.\n\n     Notwithstanding the foregoing, transfers of shares of beneficial interest\nof the Trust will be subject in all respects to the Declaration of Trust and all\nof the terms and conditions contained therein.\n\n     Section 3. REPLACEMENT CERTIFICATE. Any officer designated by the Trustees\nmay direct a new certificate to be issued in place of any certificate previously\nissued by the Trust \n\n\n                                       21\n\n   22\n\nalleged to have been lost, stolen or destroyed upon the making of an affidavit \nof that fact by the person claiming the certificate to be lost, stolen or\ndestroyed. When authorizing the issuance of a new certificate, an officer\ndesignated by the Trustees may, in his discretion and as a condition precedent\nto the issuance thereof, require the owner of such lost, stolen or destroyed\ncertificate or the owner's legal representative to advertise the same in such\nmanner as he shall require and\/or to give bond, with sufficient surety, to the\nTrust to indemnify it against any loss or claim which may arise as a result of\nthe issuance of a new certificate.\n\n     Section 4. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. The Trustees\nmay set, in advance, a record date for the purpose of determining shareholders\nentitled to notice of or to vote at any meeting of shareholders or determining\nshareholders entitled to receive payment of any dividend or the allotment of any\nother rights, or in order to make a determination of shareholders for any other\nproper purpose. Such date, in any case, shall not be prior to the close of\nbusiness on the day the record date is fixed and shall be not more than 90 days\nand, in the case of a meeting of shareholders not less than ten days, before the\ndate on which the meeting or particular action requiring such determination of\nshareholders of record is to be held or taken.\n\n     In lieu of fixing a record date, the Trustees may provide that the share\ntransfer books shall be closed for a stated period but not longer than 20 days.\nIf the share transfer books are closed for the purpose of determining\nshareholders entitled to notice of or to vote at a meeting of shareholders, such\nbooks shall be closed for at least ten days before the date of such meeting.\n\n     If no record date is fixed and the share transfer books are not closed for\nthe determination of shareholders, (a) the record date for the determination of\nshareholders entitled to notice of or to vote at a meeting of shareholders shall\nbe at the close of business on the day on which the notice of meeting is mailed\nor the 30th day before the meeting, whichever is the closer date to the meeting;\nand (b) the record date for the determination of shareholders entitled to\nreceive payment of a dividend or an allotment of any other rights shall be the\nclose of business on the day on which the resolution of the Trustees, declaring\nthe dividend or allotment of rights, is adopted.\n\n     When a determination of shareholders entitled to vote at any meeting of\nshareholders has been made as provided in this section, such determination shall\napply to any adjournment thereof, except when (i) the determination has been\nmade through the closing of the transfer books and the stated period of closing\nhas expired or (ii) the meeting is adjourned to a date more than 120 days after\nthe record date fixed for the original meeting, in either of which case a new\nrecord date shall be determined as set forth herein.\n\n     Section 5. SHARE LEDGER. The Trust shall maintain at its principal office\nor at the office of its counsel, accountants or transfer agent, an original or\nduplicate share ledger containing the name and address of each shareholder and\nthe number of shares of each class held by such shareholder.\n\n     Section 6. FRACTIONAL SHARES; ISSUANCE OF UNITS. The Trustees may issue\nfractional shares or provide for the issuance of scrip, all on such terms and\nunder such conditions \n\n\n                                       22\n\n   23\n\nas they may determine. Notwithstanding any other provision of the Declaration \nof Trust or these Bylaws, the Trustees may issue units consisting of different \nsecurities of the Trust. Any security issued in a unit shall have the same \ncharacteristics as any identical securities issued by the Trust, except that \nthe Trustees may provide that for a specified period securities of the Trust \nissued in such unit may be transferred on the books of the Trust only in such \nunit.\n\n\n                                  ARTICLE VIII\n\n                                 ACCOUNTING YEAR\n\n     The Trustees shall have the power, from time to time, to fix the fiscal\nyear of the Trust by a duly adopted resolution.\n\n\n                                   ARTICLE IX\n\n                                  DISTRIBUTIONS\n\n     Section 1. AUTHORIZATION. Dividends and other distributions upon the shares\nof beneficial interest of the Trust may be authorized and declared by the\nTrustees, subject to the provisions of law and the Declaration of Trust.\nDividends and other distributions may be paid in cash, property or shares of the\nTrust, subject to the provisions of law and the Declaration of Trust.\n\n     Section 2. CONTINGENCIES. Before payment of any dividends or other\ndistributions, there may be set aside out of any funds of the Trust available\nfor dividends or other distributions such sum or sums as the Trustees may from\ntime to time, in their absolute discretion, think proper as a reserve fund for\ncontingencies, for equalizing dividends or other distributions, for repairing or\nmaintaining any property of the Trust or for such other purpose as the Trustees\nshall determine to be in the best interest of the Trust, and the Trustees may\nmodify or abolish any such reserve in the manner in which it was created.\n\n\n                                    ARTICLE X\n\n                                      SEAL\n\n     Section 1. SEAL. The Trustees may authorize the adoption of a seal by the\nTrust. The seal shall have inscribed thereon the name of the Trust and the year\nof its formation. The Trustees may authorize one or more duplicate seals and\nprovide for the custody thereof.\n\n     Section 2. AFFIXING SEAL. Whenever the Trust is permitted or required to\naffix its seal to a document, it shall be sufficient to meet the requirements of\nany law, rule or regulation \n\n\n                                       23\n\n   24\n\nrelating to a seal to place the word \"(SEAL)\" adjacent to the signature of the \nperson authorized to execute the document on behalf of the Trust.\n\n\n                                   ARTICLE XI\n\n                     INDEMNIFICATION AND ADVANCE OF EXPENSES\n\n     To the maximum extent permitted by Maryland law in effect from time to\ntime, the Trust shall indemnify (a) any Trustee, officer or shareholder or any\nformer Trustee, officer or shareholder (including among the foregoing, for all\npurposes of this Article XII and without limitation, any individual who, while a\nTrustee, officer or shareholder and at the express request of the Trust, serves\nor has served another corporation, partnership, joint venture, trust, employee\nbenefit plan or any other enterprise as a director, officer, shareholder,\npartner or trustee of such corporation, partnership, joint venture, trust,\nemployee benefit plan or other enterprise) who has been successful, on the\nmerits or otherwise, in the defense of a proceeding to which he was made a party\nby reason of service in such capacity, against reasonable expenses incurred by\nhim in connection with the proceeding, (b) any Trustee or officer or any former\nTrustee or officer against any claim or liability to which he may become subject\nby reason of such status unless it is established that (i) his act or omission\nwas material to the matter giving rise to the proceeding and was committed in\nbad faith or was the result of active and deliberate dishonesty, (ii) he\nactually received an improper personal benefit in money, property or services or\n(iii) in the case of a criminal proceeding, he had reasonable cause to believe\nthat his act or omission was unlawful and (c) each shareholder or former\nshareholder against any claim or liability to which he may become subject by\nreason of such status. In addition, the Trust shall, without requiring a\npreliminary determination of the ultimate entitlement to indemnification, pay or\nreimburse, in advance of final disposition of a proceeding, reasonable expenses\nincurred by a Trustee, officer or shareholder or former Trustee, officer or\nshareholder made a party to a proceeding by reason such status, provided that,\nin the case of a Trustee or officer, the Trust shall have received (i) a written\naffirmation by the Trustee or officer of his good faith belief that he has met\nthe applicable standard of conduct necessary for indemnification by the Trust as\nauthorized by these Bylaws and (ii) a written undertaking by or on his behalf to\nrepay the amount paid or reimbursed by the Trust if it shall ultimately be\ndetermined that the applicable standard of conduct was not met. The Trust may,\nwith the approval of its Trustees, provide such indemnification or payment or\nreimbursement of expenses to any Trustee, officer or shareholder or any former\nTrustee, officer or shareholder who served a predecessor of the Trust and to any\nemployee or agent of the Trust or a predecessor of the Trust. Neither the\namendment nor repeal of this Article, nor the adoption or amendment of any other\nprovision of the Declaration of Trust or these Bylaws inconsistent with this\nArticle, shall apply to or affect in any respect the applicability of this\nArticle with respect to any act or failure to act which occurred prior to such\namendment, repeal or adoption.\n\n     Any indemnification or payment or reimbursement of the expenses permitted\nby these Bylaws shall be furnished in accordance with the procedures provided\nfor indemnification or payment or reimbursement of expenses, as the case may be,\nunder Section 2-418 of the MGCL for directors of Maryland corporations. The\nTrust may provide to Trustees, officers and \n\n\n                                       24\n\n   25\n\nshareholders such other and further indemnification or payment or reimbursement \nof expenses, as the case may be, to the fullest extent permitted by the MGCL, \nas in effect from time to time, for directors of Maryland corporations.\n\n\n                                   ARTICLE XII\n\n                                WAIVER OF NOTICE\n\n     Whenever any notice is required to be given pursuant to the Declaration of\nTrust or Bylaws or pursuant to applicable law, a waiver thereof in writing,\nsigned by the person or persons entitled to such notice, whether before or after\nthe time stated therein, shall be deemed equivalent to the giving of such\nnotice. Neither the business to be transacted at nor the purpose of any meeting\nneed be set forth in the waiver of notice, unless specifically required by\nstatute. The attendance of any person at any meeting shall constitute a waiver\nof notice of such meeting, except where such person attends a meeting for the\nexpress purpose of objecting to the transaction of any business on the ground\nthat the meeting is not lawfully called or convened.\n\n\n                                  ARTICLE XIII\n\n          EXCLUSIVE POWER OF THE BOARD OF TRUSTEES TO AMEND THE BYLAWS\n\n     Except as provided in Article XIV, the Board of Trustees shall have the\nexclusive power to adopt, alter or repeal any provision of these Bylaws and to\nmake new Bylaws.\n\n\n                                   ARTICLE XIV\n\n                               AMENDMENT OF BYLAWS\n\n     The Trustees shall have the power to adopt, alter or repeal any provision\nof these Bylaws and to make new Bylaws; provided, however, that Article II,\nSection 2 of Article III and this Article XIV of these Bylaws shall not be\namended without the consent of shareholders by a vote of a majority of the votes\ncast at a meeting of shareholders duly called and at which a quorum is present.\n\n\n                                   ARTICLE XV\n                                  MISCELLANEOUS\n\n     All references to the Declaration of Trust shall include any amendments\nthereto.\n\n\n                                       25\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7468],"corporate_contracts_industries":[9489],"corporate_contracts_types":[9573,9574],"class_list":["post-41516","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-equity-office-properties-trust","corporate_contracts_industries-real__reits","corporate_contracts_types-formation","corporate_contracts_types-formation__bylaws"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41516","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41516"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41516"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41516"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41516"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}