BEACON CAPITAL PARTNERS INC
10-Q, EX-3.3, 2000-11-09
REAL ESTATE INVESTMENT TRUSTS
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                                   EXHIBIT 3.3

                                 AMENDMENT NO. 1
                                       TO
                                   BY-LAWS OF
                          BEACON CAPITAL PARTNERS, INC.

The first sentence of Section 2.2 is hereby amended and restated in full as
follows:

"An Annual Meeting of the stockholders for the election of directors and the
transaction of any business within the powers of the Corporation shall be held
on a date and at the time set by the Board of Directors during the month of June
in 1999 and during the month of May for each year after 1999."

Except as expressly provided for in this Amendment No. 1, all other provisions
of the By-Laws shall be unaffected by this Amendment and shall remain in full
force and effect.

Adopted by the affirmative vote of a majority of the Board of Directors as of
May 6, 1999.




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