EXHIBIT 3.6
Amendment No. 1
to the Bylaws of
CNL Health Care Properties, Inc.
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AMENDMENT NO. 1
TO THE BYLAWS OF
CNL HEALTH CARE PROPERTIES, INC.
By resolutions adopted at a meeting of the Board of Directors of CNL
Health Care Properties, Inc. (the "Company"), the Board of Directors has
authorized the following amendments to the Company's Bylaws:
Section 11 of Article III is to be deleted in its entirety and replaced
by the following:
SECTION 11. COMPENSATION. Each Director is entitled to receive $6,000
annually for serving on the Board of Directors, as well as fees of $750 per
meeting attended ($375 for each telephonic meeting in which the Director
participates), including committee meetings. In addition to the above
compensation, the Chairman of the Audit Committee shall be entitled to receive
fees of $750 per meeting attended with the Company's independent accountants
($375 for each telephonic meeting in which such Chairman participates) as a
representative of the Audit Committee. The Company will not pay any compensation
to the officers and Directors of the Company who also serve as officers and
directors of the Advisor (as such term is defined in the Articles of
Incorporation).
Sections 1 and 2 of Article VII are to be deleted in their entirety and
replaced by the following:
SECTION 1. CERTIFICATES. The Company will not issue share certificates.
A stockholder's investment will be recorded on the books of the Company. A
stockholder wishing to transfer his or her Shares will be required to send only
an executed form to the Company, and the Company will provide the required form
upon a stockholder's request. The executed form and any other required
documentation must be received by the Company on or before the 15th of the month
for a transfer to be effective the following month.
SECTION 2. TRANSFERS. Transfers of Equity Shares shall be effective,
and the transferee of the Equity Shares will be recognized as a holder of such
Shares as of the first day of the following month on which the Company receives
properly executed documentation. Stockholders who are residents of New York may
not transfer fewer than 250 shares at any time.
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The Company shall be entitled to treat the holder of record of any
Equity Shares as the holder in fact thereof and, accordingly, shall not be bound
to recognize any equitable or other claim to or interest in such share on the
part of any other person, whether or not it shall have express or other notice
thereof, except as otherwise provided by the laws of the State of Maryland.
The foregoing is certified as Amendment No. 1 to the Bylaws of the
Company, adopted by the Directors (including a majority of the Independent
Directors, as such term is defined in the Company's Amended and Restated
Articles of Incorporation, as amended) as of August 22, 2000.
/s/ Lynn E. Rose
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Lynn E. Rose, Secretary
