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EXHIBIT 3.2.1
FIRST AMENDMENT
TO THE BYLAWS
OF
TRAMMELL CROW COMPANY
ARTICLE IV
COMMITTEES
SECTION 1. DESIGNATION; POWERS. The Board of Directors may, by
resolution passed by a majority of the whole board, designate one or more
committees, including, if they shall so determine, an executive committee, each
such committee to consist of one or more of the directors of the Corporation.
Any such designated committee shall have and may exercise such of the powers and
authority of the Board of Directors in the management of the business and
affairs of the Corporation as may be provided in such resolution, subject to the
limitations on such powers or authority as are provided by applicable law. Any
such designated committee may authorize the seal of the Corporation to be
affixed to all papers which may require it. In addition and subject to the
limitation above, such committee or committees shall have such other powers and
limitations of authority as may be determined from time to time by resolution
adopted by the Board of Directors.
CERTIFICATION
I, the undersigned officer, hereby certify that the foregoing Section 1
of Article IV was duly adopted as an amendment to the bylaws, as amended, of
Trammell Crow Company and was adopted by the Board of Directors of Trammell Crow
Company at a meeting held May 16, 2000, to certify which witness my hand and
seal of office this 16th day of May, 2000.
/s/ Derek R. McClain
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Derek R. McClain
Chief Administrative Officer,
General Counsel and Secretary
