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EXHIBIT 3(ii).10
BURNHAM PACIFIC PROPERTIES, INC.
(the "Corporation")
AMENDMENT TO BYLAWS
On September 10, 2000, the Board of Directors of the Corporation
amended the Bylaws of the Corporation by:
Deleting therefrom ARTICLE III, Section 2 in its entirety and inserting
the following in lieu thereof:
"NUMBER, TENURE AND QUALIFICATIONS. At any regular meeting or at any
special meeting called for that purpose, a majority of the entire Board
of Directors may establish, increase or decrease the number of
directors, provided that the number thereof shall never be less than
the minimum number required by the Maryland General Corporation Law,
nor more than nine (not including those directors elected pursuant to
the Articles Supplementary relating to the Series 2000-C Convertible
Preferred Stock), and further provided that the tenure of office of a
director shall not be affected by any decrease in the number of
directors."
