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FORM 8-B/A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
REGISTRATION OF SECURITIES OF CERTAIN SUCCESSOR ISSUERS
FILED PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934
REAL ESTATE INVESTMENT TRUST OF MARYLAND
(Exact name of registrant as specified in its charter)
MARYLAND APPLIED FOR
(State or other jurisdiction (IRS Employer
of organization) Identification Number)
12011 SAN VICENTE BLVD., SUITE 707
LOS ANGELES, CALIFORNIA 90049
(Address of principal executive offices) (Zip Code)
--------------
Securities to be registered pursuant to Section 12(b) of the Act:
SHARES OF BENEFICIAL INTEREST, NO PAR VALUE NEW YORK STOCK EXCHANGE
- ------------------------------------------- -------------------------------
(Title of class) (Name of Exchange on which to
be Registered)
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
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ITEM 1. GENERAL INFORMATION.
a) ORGANIZATION
Real Estate Investment Trust of Maryland, a Maryland real estate
investment trust, ("Registrant") was organized under the laws of Maryland on
October 10, 1995.
b) FISCAL YEAR
Registrant's fiscal year ends on December 31 of each year.
ITEM 2. TRANSACTION OF SUCCESSION
a) PREDECESSOR
The predecessor of Registrant will be Real Estate Trust of California, a
real estate investment trust organized under the laws of the state of California
("RCT/California"); the Shares of RCT/California are registered under Section
12(b) of the Securities Exchange Act of 1934, as amended (Commission File No.
001-09639).
b) TRANSACTION
Reference is made to the description of the "Terms of the Merger" set
forth under the caption "The Merger Agreement" in the Joint Proxy Statement and
Prospectus, dated as of February 9, 1996. The Joint Proxy Statement and
Prospectus, and description of the "Terms of the Merger" contained therein, are
each incorporated herein by reference. As is set forth more fully therein, no
later than March 29, 1996 (the "Effective Time"), following approval by the
shareholders of RCT/California, each issued and outstanding share of beneficial
interest in RCT/California will be converted into an equal number of shares of
beneficial interest of Registrant.
ITEM 3. SECURITIES TO BE REGISTERED
At the Effective Time, Registrant will be authorized to issue 12,000,000
shares of beneficial interest, no par value, of which 9,372,312 shares will be
issued and outstanding. No shares of beneficial interest will be issued or held
by or for the account of Registrant.
ITEM 4. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The Shares are of one class and are without par value. Each Share has
equal dividend and liquidation rights. The number of Shares the Registrant is
authorized to issue is 12,000,000. The holders of Shares are entitled to one
vote per share, and they vote only upon the following matters; (i) the election
of Trustees; (ii) the removal of Trustees; (iii) termination of the Registrant;
(iv) amendment of the Declaration of Trust (other than to effect a split of the
outstanding Shares); (v) creation of a corporation to acquire the assets of the
Registrant; and (vi) any action taken by the Trustees to merge or consolidate or
otherwise amalgamate the Registrant with any other trust or corporation. Any
other vote of the shareholders is not binding upon the Trustees. A vote of two-
thirds of the shareholders is required to approve an amendment to the
Declaration of Trust which would diminish or eliminate the shareholders' voting
rights.
At each election of Trustees, each holder of Shares is entitled to vote the
number of Shares held by him or her for as many persons as there are Trustees to
be elected or to accumulate his or her votes by giving one candidate as many
votes as equal the number of Shares held by him multiplied by the number of
Trustees to be elected, or by distributing such votes on the same principle
among any number of such candidates. The Declaration of Trust
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provides that one or more Trustees may be removed by the affirmative vote of a
majority of the outstanding Shares without regard to the number of Shares voting
against such removal. With certain exceptions, the Declaration of Trust also
provides that, unless approved by the Trustees, major transactions (including
mergers, sale of assets and similar transactions) between the Registrant and any
person holding, directly or indirectly, more than 10% of the shares cannot be
effected without a vote of two-thirds of the outstanding Shares.
The Shares have no preference, conversion, exchange, pre-emptive or
appraisal rights and are not subject to redemption, assessment or further call.
The Declaration of Trust provides that shareholders shall not be subject to
any personal liability for the acts or obligations of the Registrant and that
every written contract made by the Registrant shall contain a provision that
such contract is not binding upon any of the shareholders personally. Of the
jurisdictions in which the Registrant will own properties, the states of
Maryland, California and Arizona, by statute provide limited liability for
shareholders of real estate investment trusts; the state of Nevada does not
statutorily provide for the limitation of liability for shareholders of real
estate investment trusts. With respect to all types of claims in certain
jurisdictions, including tort claims and contract claim, unless shareholder
liability is disavowed, and with respect to claims for taxes and certain
statutory liabilities in other jurisdictions, the shareholders may be held
personally liable to the extent that such claims are not satisfied by the
Registrant.
The Declaration of Trust permits the Trustees to prevent or rescind the
sale or issuance of Shares to shareholders owning 9.9% or more of the
Registrant's outstanding Shares in order to preserve the Trust's status as a
"real estate investment trust" under the Internal Revenue Code.
The Shares are transferable on the books and records of the Registrant in
the same manner as shares of a corporation. The Registrant acts as the transfer
agent and the registrar for its Shares.
ITEM 5. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS
Inapplicable
(b) EXHIBITS
Exhibits required to be filed by Item 601 of Regulation S-K: Each of the
exhibits listed on the exhibits index are incorporated by reference.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
Dated: March 6, 1996 REAL ESTATE INVESTMENT TRUST OF MARYLAND
By:
------------------------------
Jay W. Pauly
Its Chief Executive Officer
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT PAGE (BY SEQUENTIAL
NUMBER IDENTITY OF EXHIBIT NUMBERING SYSTEM)
- ------ ------------------- -------------------
<S> <C> <C>
2.1 Joint Proxy Statement and Prospectus included in
the Registration Statement on Form S-4, and all
exhibits incorporated therein, dated February 9,
1996 for the Special Meeting of Shareholders of
Real Estate Investment Trust of California, to be
held on February 27, 1996. Previously filed with
the Securities and Exchange Commission on
December 22, 1995 (File No. 33-65365), incorporated
by reference herein.
2.2 Agreement and Plan of Merger, dated October 11, 1995,
First Amendment to Agreement and Plan of Merger, dated
December 21, 1995 and Second Amendment to Agreement
and Plan of Merger, dated December 29, 1995 among BRE
Properties, Inc., Real Estate Investment Trust of
California and Real Estate Investment Trust of Maryland.
Incorporated herein by reference to Appendix A to the
Joint Proxy Statement and Prospectus included in the
Registration Statement on Form S-4, dated February 9,
1996 for the Special Meeting of Shareholders of Real
Estate Investment Trust of California, to be held on
March 12, 1996. Previously filed with the Securities
and Exchange Commission on December 22, 1995
(File No. 33-65365), incorporated by reference herein.
3.1 Declaration of Trust of Registrant, filed with the State
of Maryland State Department of Assessments and Taxation
on October 10, 1995.
3.2 Amendment to Declaration of Trust of Registrant, dated
October 11, 1995 and filed with the State of Maryland
State Department of Assessments and Taxation on
October 25, 1995.
3.3 Bylaws of Registrant.
4.1 Article 3 of the Declaration of Trust of Registrant which
discusses meetings, voting rights, distributions, reports
and non-liability of Shareholders. See Exhibit 3.1 above,
incorporated herein by reference.
4.2 Article III of the Bylaws of Registrant which describes
shareholders meeting and voting requirements. See
Exhibit 3.3 above, incorporated herein by reference.
10.1 Ground Lease and Option to Purchase dated September 15,
1980 between Elsinore-Lakeshore, Ltd., and SavOn Drugs, Inc.
(Previously filed on August 24, 1984 in the Exhibits to
RCT/California's Form S-2 (File No. 2-92534) and
incorporated by reference herein.)
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10.2 Agreement for the Purchase and Sale of Real
Property/Ground Lease Back, and Permanent Loan on
Improvements by and between RCT/California and
Interstate Consolidated Industries dated as of May 21,
1985. (Previously filed on August 24, 1984 in the
Exhibits to RCT/California's Form S-2 (File No. 2-92534)
and incorporated by reference herein.)
10.4 Real Estate Investment Trust of California 1991 Stock
Option Plan. (Previously filed on March 6, 1991 as
Appendix B to the RCT/California's Proxy Materials
(File No. 1-9639 and incorporated by reference herein.)
10.5 Line of Credit Agreement between Real Estate Investment
Trust of California and Sanwa Bank California dated as of
June 21, 1991 filed in the Exhibits to RCT/California's
Annual Report on Form 10-K (File No. 0-8668) for the year
ended December 31, 1992 and incorporated by reference
herein.
10.6 Loan Agreement between The Prudential Insurance Company
of America and Real Estate Investment Trust of California
dated as of January 31, 1994 filed in the Exhibits to
RCT/California's Annual Report on Form 10-K (File No. 0-8668)
for the year ended December 31, 1993 and incorporated by
reference herein.
10.7 Extension Agreement to Line of Credit Agreement between
Real Estate Investment Trust of California and Sanwa Bank
California dated as of June 21, 1991 filed in the Exhibits
to RCT/California's Annual Report on Form 10-K/A
(File No. 1-9639) for the year ended December 31, 1994 and
incorporated by reference herein.
10.8 Employment agreement between Real Estate Investment Trust
of California and Jay W. Pauly dated as of June 1, 1993
filed in the Exhibits to RCT/California's Annual Report on
Form 10-K/A (File No. 1-9639) for the year ended December 31,
1994 and incorporated by reference herein.
10.9 Employment agreement between Real Estate Investment Trust of
California and LeRoy E. Carlson dated as of October 1, 1990
filed in the Exhibits to RCT/California's Annual Report on
Form 10-K/A (File No. 1-9639) for the year ended December 31,
1994 and incorporated by reference herein.
10.10 Employment agreement between Real Estate Investment Trust
of California and John H. Nunn dated as of October 1, 1990
filed in the Exhibits to RCT/California's Annual Report on
Form 10-K/A (File No. 1-9639) for the year ended December 31,
1994 and incorporated by reference herein.
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13.1 Registrant's 1994 Annual Report to Shareholders filed
in Exhibits to RCT/California's Annual Report on
Form 10-K/A (File No. 1-9639) for the year ended
December 31, 1994 and incorporated by reference herein.
23.1 Independent Auditor's Report on Consolidated Schedule
of Investments in Rental Properties and Accumulated
Depreciation and Consolidation Schedule of Notes
Receivable Secured by Real Properties filed in the
Exhibits to RCT/California's Annual Report on Form 10-K/A
(File No. 1-9639) for the year ended December 31, 1994
and incorporated by reference herein.
</TABLE>
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EXHIBIT 3.1
DECLARATION OF TRUST
(REAL ESTATE INVESTMENT TRUST OF MARYLAND)
DECLARATION OF TRUST made as of this 10th day of October, 1995, by the
Trustees of REAL ESTATE INVESTMENT TRUST OF MARYLAND, creating a trust primarily
to invest and reinvest in real estate, interests in real estate, leasehold
interests, mortgages, and interests in mortgages secured by real estate all
funds contributed to or invested in the Trust by those who have acquired and who
will acquire beneficial interests herein as hereinafter provided (hereinafter
called Shareholders).
WHEREAS the Trustees hereunder have acknowledged the receipt of $10.00 and
agreed to hold and manage the same and any property added thereto;
WHEREAS the Trustees are creating this Trust for the purpose of
facilitating the eventual merger of the Trust with another real estate
investment trust; and
WHEREAS the Trustees for the purpose of defining the respective interests
of the Shareholders in the Trust, have agreed to issue to each Shareholder
negotiable certificates of beneficial interest or shares (hereinafter called
Shares) in the respective amounts and with the designations and form as
hereinafter provided:
NOW, THEREFORE, THE TRUSTEES HEREBY DECLARE that they assume the duties of
Trustees hereunder and will hold all assets of the Trust, including those
received as above recited and those to be received as hereinafter provided, and
all rents, income, profits, and gains therefrom, from whatever source derived,
in trust for the Shareholders in accordance with the terms and conditions
hereinafter in this instrument provided and all amendments thereto (called the
Declaration) to wit:
ARTICLE 1
THE TRUST
SECTION 1. NAME. The Trust may be designated as "Real Estate Investment
Trust of Maryland", in which name the Trustees may conduct business, sue and be
sued and otherwise do all things and take all action deemed by them appropriate
to carry out the business and preserve the assets of the Trust except as is
provided in Article 4, Section 6, with respect to the holding of title to
property owned by the Trust.
SECTION 2. LOCATION. The principal office Of the Trust shall be in Los
Angeles County, California or in such other county within the State of
California as the Trustees shall from time to time determine. The Trust may have
such other offices or places of business as the Trustees may from time to time
determine.
SECTION 3. NATURE OF TRUST. The Trust shall be of the type commonly
termed a business trust and shall not be a general partnership, limited
partnership, partnership association, or corporation. The Shareholders are
CESTUIS QUE TRUSTENT hereunder. Neither the Trustees nor the Shareholders nor
any of them shall ever be deemed or treated in any way whatsoever to be liable
or responsible hereunder as partners. This Trust is intended to have the status
of a "real estate investment trust" as that term is defined in Part II,
Subchapter M of Chapter 1 of the Internal Revenue Code of 1986, as now enacted
and as it may be hereafter amended, and the Declaration and all actions of the
Trustees shall be construed in accordance with such intent.
SECTION 4. PURPOSES. The Trust will be primarily engaged in acquiring fee
interests in good quality income producing commercial, residential, and
industrial properties. Properties will be purchased primarily if the net
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income is expected to be favorable to the Trust, with consideration given to the
prospects for appreciation in value. The Trust may acquire its investments for
cash, for shares of the Trust, partly for cash and subject to secured
obligations, or in any other manner considered suitable by the Trustees. There
will be no minimum cash investment for any single property, although it will be
the Trust's policy to acquire substantial properties. If the Trustees are of
the opinion that investment in real estate assets at any particular time is not
prudent because of market or economic-conditions, the Trust's assets may be
maintained in cash, bank or savings and loan association accounts, certificates
of deposit, government securities, or any thereof.
SECTION 5. PARTICULAR POLICIES. The Trust will take such actions as may
be required for the Trust to qualify (so long as such qualification, in the
opinion of the Trustees, is advantageous to its Shareholders) as a "real estate
investment trust".
SECTION 6. PROHIBITED ACTIVITIES. The Trust shall not engage in any of
the following investment practices or activities:
(1) Invest in commodities or commodity future contracts.
(2) Invest more than 10% of its total assets in unimproved real property
or indebtedness secured by a deed of trust or mortgage loans on unimproved real
property.
(3) Invest in indebtedness (herein called "junior debt") secured by a
mortgage on real property which is subordinate to the lien of other indebtedness
(herein called "senior debt"), except where the amount of such junior debt, plus
the outstanding amount of the senior debt, does not exceed 90% of the appraised
value of such property, if after giving effect thereto, the value of all such
investments of the Trust (as shown on the books of the Trust in accordance with
generally accepted accounting principles after all reasonable reserves but
before provisions for depreciation) does not then exceed 25% of Trust tangible
assets. The value of all investments in junior debt of the Trust which do not
meet the aforementioned requirements is limited to 10% of the Trust's tangible
assets (which is included within the 25% limitations).
(4) Invest in contracts for the sale of real estate.
(5) Engage in any short sale, or borrow, on an unsecured basis, if such
borrowing will result in an asset coverage of less than 300%, except that such
borrowing limitation shall not apply to a first mortgage trust. 'Asset
coverage,' for the purpose of this Section, means the ratio which the value of
the total assets of the Trust, less all liabilities and indebtedness except
indebtedness for unsecured borrowings, bears to the aggregate amount of all
unsecured borrowings of the Trust.
(6) Engage in trading, as compared with investment activities.
(7) Acquire securities in any company holding investments or engaging in
activities prohibited by this Section.
(8) Engage in underwriting or the agency distribution of securities issued
by others.
Moreover, unless at least 80% of the Trust's tangible assets are comprised
of first mortgage loans, the Trust may not incur any indebtedness which would
result in an aggregate amount of indebtedness in excess of 300% of the "adjusted
net worth" of the Trust, as defined in Section 260.140.91 of the California
Administrative Code.
SECTION 7. EXPENSE LIMITATIONS. The annual expenses of the Trust shall
not exceed the amount determined under the following subsection (a) or the
amount determined under subsection (b), whichever is the greater (but in no
event shall the amount exceed the amount determined under subsection (b)):
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(a) IF DETERMINED UDDER THIS SUBSECTION (a): The annual expenses of the
Trust -- other than selling expenses for the sale of its Shares, depreciation,
insurance, interest, taxes, maintenance of assets, compensation to independent
contractors, reasonable broker's commissions and reasonable appraisal fees shall
not exceed a percentage of net assets, determined semiannually or more
frequently, at 2% of net assets not more than $10,000,000.00, 1% of net assets
of more than $10,000,000.00 and less than $20,000,000.00, and 1/2 of 1% of net
assets of more than $20,000,000.00. The percentage of net assets shall, for the
purposes of this Section, be calculated upon: (1) fair market value less non-
accelerated depreciation with respect to all assets initially acquired by the
Trust from Anacapa Corporation; and (2) cost less non-accelerated depreciation
with respect to all assets of the Trust other than those acquired from Anacapa
Corporation.
(b) IF DETERMINED UNDER THIS SUBSECTION (b): The annual expenses of the
Trust shall not exceed the amount determined in accordance with the rules and
regulations promulgated by the State Department of Assessments and Taxation of
the State of Maryland and the Commissioner of Corporations of the State of
California which are applicable to real estate investment trusts and are in
effect at the time such determination is made.
If no applicable rules or regulations promulgated by the Commissioner of
Corporations providing for the calculation of an expense limitation are in
effect, the amount of the Trust's expense limitation shall be determined solely
under subsection (a).
The investment advisor shall reimburse the Trust within sixty (60) days
after the end of each fiscal year for the amount by which operating expenses of
the Trust for such period exceeded the limit permitted.
SECTION 8. DEFINITIONS. The terms "value," "real estate assets," and
"interest in real property" as used in this Declaration of Trust shall have the
same meaning as the definitions of these words contained in Part II of
Subchapter M of Chapter 1 of the Internal Revenue Code of 1986, as now enacted,
and as hereafter amended.
The terms "mortgage" or "mortgages" as used herein shall mean and include
all forms of liens on real estate and all transfers of real estate for security
purposes, including deeds of trust and all other forms of security transfers.
ARTICLE 2
SHARES
SECTION 1. SHARES: CERTIFICATES OF BENEFICIAL INTEREST. The units into
which the beneficial interests in the Trust will be divided shall be designated
as Shares. The certificates evidencing ownership of shares in the Trust will be
designated as Certificates of Beneficial Interest or Shares and shall be in such
form as the Trustees may from time to time prescribe. The registered holders
thereof shall be designated as Shareholders. The number of Shares authorized
hereunder shall be 12,000,000. All Shares shall be without par value, shall be
of the same class, shall have equal voting, distribution, liquidation, and other
rights, and shall be fully paid and nonassessable. No fractional Shares shall
be issued.
The Shareholders shall have no legal title or interest in the property of
the Trust and no right to a partition thereof or to an accounting during the
continuance of the Trust but only the rights expressly provided in the
Declaration.
SECTION 2. SALE OF SHARES. The Trustees may from time to time issue,
sell, by private or public offering, or exchange shares in the Trust in such
number or for such sums of money, real estate assets, or other considerations,
and on such terms as they deem proper. The Shareholders shall have no pre-
emptive rights of any kind whatsoever (pre-emptive rights being hereby defined
as including, but not limited to, the right to purchase or
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subscribe for or otherwise acquire any shares of the Trust of any class, whether
now or hereafter authorized, or any securities or obligations convertible into
or exchangeable for, or any right, warrant, or option to purchase such shares,
whether or not such shares are issued or disposed of for cash, property, or
other consideration of any kind). The Trustees shall cause to be issued
certificates of beneficial interest to evidence the ownership of Shares. Shares
when issued for consideration in accordance with the provisions of this Section
2 shall be fully paid and nonassessable.
SECTION 3. OFFERING OF SHARES. The Trustees are authorized to cause to be
made from time to time offerings of the Shares of the Trust to the public at
public offering prices deemed appropriate. For this purpose, the Trustees are
authorized to enter into a contract with an underwriter upon such terms and with
such commissions for its services as may be agreed upon by the parties.
SECTION 4. SHARES PURCHASED BY TRUST. The Trust may repurchase or
otherwise acquire its own shares on such terms and conditions as the Trustees
deem appropriate, and for this purpose the Trust may create and maintain such
reserves as are deemed necessary and proper.
Shares issued hereunder and purchased or otherwise acquired for the account
of the Trust shall not, so long as they belong to the Trust, either receive
distributions or be voted at any meeting of the Shareholders. Such Shares may,
in the discretion of the Trustees, be cancelled and the number of Shares
authorized be thereby reduced or such Shares may, in the discretion of the
Trustees, be held in the treasury and be disposed of by the Trustees at such
time or times, to such party or parties, and for such consideration, as the
Trustees may deem appropriate.
SECTION 5. TRANSFERABILITY OF SHARES. Shares in the Trust shall be
transferable in accordance with the procedure prescribed from time to time in
the Trustees' Regulations. The persons in whose names the Shares are registered
on the books of the Trust shall be deemed the absolute owners thereof and, until
a transfer is effected on the books of the Trust, the Trustees shall not be
affected by any notice, actual or constructive, of any transfer.
SECTION 6. EFFECT OF TRANSFER OF SHARES OR DEATH, INSOLVENCY, OR
INCAPACITY OF SHAREHOLDERS. Neither the transfer of Shares nor the death,
insolvency or incapacity of any Shareholder shall operate to dissolve or
terminate the Trust, nor shall it entitle any transferee, legal representative
or other person to a partition of the property of the Trust or to an accounting.
SECTION 7. PROHIBITED PROVISIONS. The Trust shall not do any of the
following:
(1) Sell or issue shares which are assessable or which are of more than
one class, or which guarantee any return, or which are redeemable.
(2) Sell or issue warrants, options or rights, except prorata to all
Shareholders; provided, however, that the Trust may grant options to purchase
Shares to employees and non-employee Trustees if granted pursuant to a written
plan duly authorized and approved by the Trustees and Shareholders of the Trust.
SECTION 8. INTENTIONALLY OMITTED
SECTION 9. INTENTIONALLY OMITTED
SECTION 10. REPURCHASE OF SHARES. The Trustees, by notice to the
Shareholder thereof, may repurchase any or all Shares which have been
transferred pursuant to a transfer which, in the opinion of the Trustees, would
jeopardize the status of the Trust as a real estate investment trust under the
Internal Revenue Code of 1986, as amended. Without limiting the generality of
the foregoing, if the Trustees shall be, at any time and in good faith, of the
opinion that direct or indirect ownership of at least 9.9% of the Shares has or
may become
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concentrated in the hands of one owner, the Trustees shall have the power, to be
exercised in their sole discretion, (a) by lot or other means deemed equitable
by them to call for the purchase from any Shareholder of a number of Shares
sufficient, in the opinion of the Trustees, to maintain or bring the direct or
indirect ownership of Shares of such beneficial owner to no more than 9.9% of
the outstanding Shares, and (b) to refuse to transfer or issue Shares to any
person whose acquisition of such Shares would, in the opinion of the Trustees,
result in the direct or indirect ownership of more than 9.9% of the outstanding
Shares. The purchase price for any Shares called for repurchase hereunder shall
be equal to the lesser of:
(i) the book value per Share as reflected in the most recent balance
sheet of the Trust that is publicly available prior to the date fixed for
purchase; or
(ii) the fair market value of the Shares reflected in (a) the closing
sale price as reported by a national securities exchange for such Shares or (b)
the average of the closing sales prices for such Shares if then listed on more
than one national securities exchange.
Payment of the purchase price shall be made by the Trust at such time and
in such manner as may be determined by the Trustees, and shall be, at the sole
discretion of the Trustees, in cash or in the form of a promissory note of the
Trust made payable not later than four years after the date fixed for purchase,
which note shall bear simple interest at a fixed rate determined as of the
beginning of each calendar quarter equal to the prime rate published in The Wall
Street Journal as a guide to the base rate on corporate loans at large U.S.
money center commercial banks on the last business day prior to the beginning of
such calendar quarter or, in the event that no such rate is published, the rate
determined by the Trustees in good faith as being the base rate on corporate
loans at large U.S. money center commercial banks on the day of the last
scheduled meeting of the Trustees prior to the beginning of a calendar quarter.
The Trust, at its sole option, may prepay all or part of the promissory note
without penalty at any time, provided it shall concurrently pay all interest
accrued to date of payment. From and after the date fixed for purchase by the
Trustees, the holder of any Shares so called for purchase shall cease to be
entitled to distributions, voting rights and other benefits with respect to such
Shares, except for the right to payment of the purchase price fixed as
aforesaid.
Notwithstanding any other provision in this Declaration of Trust, this
Section 9 may not be amended, altered, repealed or rescinded without the
affirmative vote of two-thirds of the outstanding Shares.
ARTICLE 3
SHAREHOLDERS
SECTION 1. MEETINGS OF SHAREHOLDERS:
(1) ANNUAL MEETINGS. There shall be annual meetings of the Shareholders
to be called upon not less than 15 nor more than 45 days prior written notice,
and at such times and such convenient places as the Trustees' Regulations shall
prescribe, for the election of all Trustees, the transaction of such other
business as Shareholders may be entitled to vote upon as hereinafter provided in
this Article 3, or as the Trustees may determine, and at which the Trustees
shall make a report of the business and operations of the Trust. The holders of
a majority of Shares in the Trust, present in person or by proxy, shall
constitute a quorum at any meeting.
(2) SPECIAL MEETINGS. Special meetings of the Shareholders may be called
at any time upon not less than 15 nor more than 45 days prior written notice, at
such places as the Trustees' Regulations shall prescribe for annual meetings, by
the Chairman of the Trustees or by a majority of the Trustees and shall be
called by any Trustee upon written request of Shareholders holding in the
aggregate not less than 10% of the issued and outstanding Shares
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entitled to vote at such meeting. The call shall state the nature of the
business to be transacted and no other business shall be considered.
SECTION 2. VOTING RIGHTS OF SHAREHOLDERS. The Shareholders shall be
entitled to vote only upon the following matters:
(1) ELECTION OF TRUSTEES. Trustees shall be elected annually by vote of
Shareholders. Each Shareholder shall be entitled to one vote in person or by
proxy for each Share registered in his name. The candidates receiving the
highest respective numbers of votes up to the number of trusteeships to be
filled in the election shall be elected. Every Shareholder entitled to vote at
any election for trustees shall have the right of cumulative voting.
(2) REMOVAL OF TRUSTEES. A Trustee may be removed from office without
cause by the vote or written consent of the holders of a majority of the issued
and outstanding Shares of the Trust.
(3) TERMINATION OF TRUST. The Trust may be terminated as provided in
Article 5, Section 1 hereof.
(4) AMENDMENT OF DECLARATION OF TRUST. No change in or amendment of the
Declaration shall be made without the vote or written consent of the holders of
a majority of the issued and outstanding Shares.
(5) CREATION OF CORPORATION TO ACQUIRE ASSETS OF TRUST. Any action on the
part of the Trustees creating a corporation to acquire the assets of the Trust
shall be subject to the approval of the holders of a majority of the issued and
outstanding Shares.
(6) GENERAL. Anything in Section 8(21) of Article 4 or in Articles 5 and
6 of the Declaration to the contrary notwithstanding, any action taken by the
Trustees to merge or consolidate or otherwise amalgamate the Trust with any
other trust or corporation, to terminate the Trust, to reorganize the Trust as a
corporation, or to amend the Declaration shall not become effective until such
action is first approved by the vote or written consent of the holders of a
majority of the issued and outstanding Shares.
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(7) CERTAIN BUSINESS COMBINATIONS.
(a) Notwithstanding anything to the contrary contained in this
Declaration of Trust, the affirmative vote or written consent of the holders of
not less than two-thirds of the issued and outstanding Shares of the Trust shall
be required to authorize any "Business Combination" (as hereinafter defined) of
the Trust with any "Related Person" (as hereinafter defined); provided, however,
that such two-thirds voting requirement shall not be applicable if:
(i) The Business Combination was approved by the Trustees
either (A) prior to the time such Related Person became a Related Person, or (B)
after such time, if the Business Combination is approved prior to its
consummation by a majority of the Trustees who are not the subject Related
Person or "Affiliates" or "Associates" (as hereinafter defined) of such Related
Person; or
(ii) The Business Combination is solely between the Trust and
another entity, 50% or more of the voting stock or power of which is owned by
the Trust and not more than 10% of which is owned by a Related Person; provided
that each Shareholder of the Trust receives the same type of consideration (if
any) in such transaction in proportion to his stockholdings.
(b) For the purposes of this subsection (7):
(i) The term "Business Combination" shall mean (A) any merger
or consolidation of the Trust with or into a Related Person, (B) any sale,
lease, exchange, transfer or other disposition, including without limitation, a
mortgage or any other security device, of all or any substantial part of the
assets of the Trust to a Related Person, (C) any merger or consolidation of a
Related Person with or into the Trust, (D) any sale, lease, exchange, transfer
or other disposition of all or any substantial part of the assets of a Related
Person to the Trust, (E) the issuance of any securities (other than by way of
pro rata distribution to all Shareholders) of the Trust to a Related Person, (F)
the acquisition by the Trust of any securities of a Related Person, (G) any
reclassification of Shares of the Trust, or any recapitalization involving
Shares of the Trust, consummated within five years after a Related Person
becomes a Related Person, and (H) any agreement, contract or other arrangement
providing for any of the transactions described in this definition of Business
Combination.
(ii) The term "Related Person" shall mean and include any
individual, corporation, partnership or other person or entity which, together
with their "Affiliates" and "Associates" (defined below), "beneficially" owns
(as this term is defined in Rule 13d-3 of the General Rules and Regulations
under the Securities Exchange Act of 1934 or similar provision of any successor
Rules thereto), in the aggregate more than ten percent (10%) of the issued and
outstanding Shares of the Trust, and any "Affiliate" or "Associate" (as those
terms are defined in Rule 12b-2 under the Securities Exchange Act of 1934 or
similar provision of any successor Rules thereto) of any such individual,
corporation, partnership or other person or entity; provided, however, the term
"Related Person" shall not include any person or entity otherwise qualifying as
a "Related Person" if the acquisition by such person or entity of the beneficial
ownership of more than ten percent (10%) of the issued and outstanding Shares of
the Trust occurred pursuant to the laws of testate or intestate succession.
(iii) The term "substantial part" shall mean more than 20% of the
total assets of the person, corporation or other entity in question, as of the
end of its most recent fiscal year ending prior to the time the determination is
being made.
(iv) Without limitation, any Shares of the Trust which any
Related Person has the right to acquire pursuant to any agreement, or upon
exercise of conversion rights, warrants or options, or otherwise, shall be
deemed beneficially owned by such Related Person.
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(c) The provisions set forth in this subsection (7) of Section 2 of
Article 3 of this Declaration of Trust may not be repealed or amended in any
respect, unless such action is approved by the affirmative vote or written
consent of the holders of not less than two-thirds of the outstanding Shares of
the Trust; provided, however, that if at the time any such proposed amendment or
repeal is submitted to vote of the Shareholders of the Trust entitled to vote,
no Related Person exists, or if such proposed amendment or repeal is approved in
advance by a majority of the Trustees who are not Related Persons or Affiliates
or Associates of a Related Person, this subsection (7) may be so amended or
repealed by the favorable vote or written consent of not less than the holders
of a majority of the outstanding Shares.
SECTION 3. DISTRIBUTIONS. It is the declared policy of the Trust that the
Trustees shall (and may more frequently) declare and pay, within 30 days after
the end of each three calendar-month period in each calendar year after the
calendar year in which the Trust is created, to the Shareholders as near to all
of the net income of the Trust as shall be available therefor unless the
Trustees deem it imprudent to make such distributions, but in any event the
Trustees shall, from time to time, declare and pay to the Shareholders such
distributions as may be necessary to continue to qualify the Trust as such "real
estate investment trust", (so long as such qualification, in the opinion of the
Trustees, is in the best interest of the Shareholders) as well as such
additional distributions as the Trustees may in their discretion declare. Each
distribution when made shall be accompanied by a written statement indicating,
to the fullest extent practicable, the source of the funds so distributed
whether income or capital or, if the distribution has both sources, the amount
of each. In case there may be some doubt as to this matter, the communication
may so state, in which event the necessary statement shall be forwarded to
Shareholders not later than 60 days after the close of the fiscal year in which
the distribution was made.
SECTION 4. REPORTS TO SHAREHOLDERS. The Trust shall transmit to the
Shareholders annually within 120 days following the close of its fiscal year and
at least 15 days prior to the annual meeting of the Shareholders a report which
shall contain:
(1) A statement by the Trustees as to the course of the operations of the
Trust during the fiscal year covered by such report, including a schedule of the
funds distributed to the Shareholders during such fiscal year and the respective
sources thereof;
(2) Financial statements consisting of a balance sheet, a profit and loss
statement, and an analysis of surplus, all prepared in accordance with generally
accepted accounting principles; and
(3) An opinion of an independent certified accountant or independent
public accountant on the financial statements based on an examination of the
books and records of the Trust not materially limited in scope, and made in
accordance with generally accepted auditing procedures.
SECTION 5. BOOKS AND RECORDS. The share register or duplicate share
register, the books of account and minutes of proceedings of the Shareholders
and Trustees and any committees of the Trustees shall be open to inspection upon
the written demand of a Shareholder at any reasonable time for a good faith
purpose reasonably related to the interests of such Shareholder as a Shareholder
and shall be exhibited at any time when required by the demand at any
Shareholders' meeting of 10% of the Shares represented at the meeting.
Such inspection by a Shareholder may be made in person or by agent or
attorney and the right of inspection includes the right to make extracts.
Demand of inspection other than at a Shareholders' meeting shall be made in
writing upon the Chairman of the Trustees, or the Secretary, or the Executive
Agent of the Trust. The written demand shall state the purpose for which
inspection is desired.
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The State Department of Assessments and Taxation of the State of Maryland
may inspect any of the records of the Trust at any time.
SECTION 6. NONLIABILITY OF SHAREHOLDERS. The Shareholders shall not be
liable to assessment and the Trustees shall have no power to bind the
Shareholders personally. Upon any debt, claim, demand, judgment, decree, or
obligation of any nature whatsoever against or incurred by the Trust or by the
Trustees or by a representative or agent of the Trust, in their respective
capacities, whether founded upon contract, tort, or otherwise, resort shall be
had solely to the property of the Trust and the Shareholders shall not be
personally liable therefor. Any Shareholder held so personally liable shall be
entitled to exoneration from the Trust's assets.
SECTION 7. NOTICE OF NONLIABILITY. In each written order, contract, bond,
note, mortgage instrument or obligation given or executed by the Trustees or
with their authority, the Trustees shall cause to be inserted a provision that
the Shareholders shall not be personally liable and that the other party shall
look solely to the property of the Trust for the payment of any claim
thereunder, and reference shall be made to the Declaration.
SECTION 8. INSURANCE. The Trust will use its best efforts to obtain or
cause to be obtained all customary types of insurance against liabilities or
hazards.
ARTICLE 4
THE TRUSTEES
SECTION 1. NUMBER, TERM OF OFFICE, QUALIFICATION, AND COMPENSATION OF
TRUSTEES. There shall be not less than three nor more than seven, as fixed in
the Trustee's Regulations, Trustees, all of whom shall be citizens of the United
States of America who are not under 21 nor over 70 years of age. The term of
office of each Trustee shall be from the date of his election or appointment
until the next annual meeting of Shareholders and shall continue until the
election and qualification of his successor by the Shareholders. The Trustees
shall be individuals of full age, and no person shall qualify as a Trustee until
he shall have either signed the Declaration or agreed in writing to be bound in
all respects by the Declaration. The Trustees shall be entitled to receive
compensation for their services as Trustees, in amounts, and in the manner fixed
by them. There shall be no requirement that each Trustee receive compensation
in the same amount.
SECTION 2. RESIGNATION. A trustee may resign at any time by giving notice
in writing to the Trustees at the principal office of the Trust. Such
resignation shall take effect on the date it is received or any later time
specified therein. Unless otherwise specified therein, the acceptance of a
resignation shall not be necessary to make it effective.
SECTION 3. VACANCIES. The resignation, incompetency, or death of any or
all of the Trustees shall not terminate the Trust or affect its continuity.
During a vacancy, the remaining Trustee or Trustees may exercise the powers of
the Trustees hereunder. Vacancies among the Trustees may be filled by a written
designation signed by a majority of the remaining Trustees and lodged among the
records of the Trust. The determination of a vacancy among the Trustees by
reason of resignation, incompetency, or death, or for any other reason, when
made by a majority of the remaining Trustees and stated in the instrument
filling such vacancy, shall be final and conclusive for all purposes. If at any
time, by reason of resignations, incompetencies, or deaths, there shall be no
remaining Trustees, a meeting of the Shareholders shall be forthwith called for
the election of successor Trustees. Any Shareholder or Shareholders owning of
record an aggregate of 10% of the issued and outstanding Shares of the Trust
shall be entitled to call such meeting and to nominate candidates for election
as successor Trustees at any such election.
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SECTION 4. SUCCESSOR TRUSTEES. Title to the property of the Trust shall
vest in successor Trustees, upon written acceptance of their election or
appointment and without any further act. They shall thereupon have the same
powers, duties and exemptions as though originally named as Trustees in this
Declaration. Such written acceptance shall be filed with the records of the
Trust, and a certificate signed by a majority of the Trustees as to who are or
were Trustees at any time shall be conclusive and binding for all purposes.
SECTION 5. ACTIONS BY TRUSTEES. The Trustees may act with or without a
meeting. Any action of a majority of Trustees in office shall be conclusive and
binding as an action of the Trustees. All agreements, deeds, and other
instruments executed by a majority of the Trustees or executed by one Trustee
pursuant to authorization of a majority of the Trustees given either at a
meeting or in writing shall be effective and binding as if executed by all the
Trustees.
SECTION 6. TITLE AND AUTHORITY OF TRUSTEES. The Trustees, as joint
tenants, shall hold the legal title to all property belonging to the Trust in
the name of the Trust, or in the name of one or more of the Trustees, as
Trustees for the Trust, or in the name of one or more nominees for the Trust
provided that each such nominee shall execute an instrument in recordable form
recognizing the interest of the Trust in the property so held. The Trustees
shall have absolute and exclusive control, management and disposition thereof,
and absolute and exclusive control over the management and conduct of the
business affairs of the Trust, free from any power or control on the part of the
Shareholders, in the same manner as if they were the absolute owners thereof,
subject only to the express limitations in the Declaration.
SECTION 7. THE ADVISOR AND INDEPENDENT CONTRACTOR. In their exercise of
the absolute control and management of all the assets of the Trust, the Trustees
may contract for the services of an advisory firm or corporation (hereafter
referred to as the Advisor) to advise them in respect to investing and
reinvesting the funds of the Trust in real property assets, interests in real
property, mortgages secured by real property, leasehold interests in real
property, interests in mortgages, or other assets. Such contract may provide
that the Advisor shall act as agent of the Trust in the purchase and sale of
real estate, leaseholds, or real estate mortgages, or any interest therein, and,
under applicable law relating to real estate investment trusts (including,
without limitation, federal and state tax law) also as agent of the Trust in the
management of real estate leaseholds or real estate mortgages, or any interests
therein. Such contract may also provide that the Advisor shall receive, to the
extent permitted under applicable law relating to real estate investment trusts
(including, without limitation, federal and state tax law), commissions or other
compensation for such services at rates not in excess of those customarily paid
for the area in which the real estate is located, or the Trustees may employ a
different firm or corporation to perform these functions for all or some of the
Trust's properties and to receive such commissions and compensations. Such
contracts shall provide that they shall not be assignable without the written
consent of the Trust.
Each contract for the services of an advisor entered into by the Trustees
shall have a term of no more than one year. Each advisory contract shall be
terminable by a majority of the Trustees who are not affiliated with officers,
directors or employees of the Advisor or any affiliated business entity of the
Advisor. Each advisory contract shall be terminable by the Advisor.
Termination may be without cause. At least 60 days written notice shall be given
by the party wishing to terminate the contract. Any such contract shall provide
that, in the event of the termination of such contract, the Advisor will
cooperate with the Trust and take all reasonable steps requested to assist the
Trustees in making an orderly transition of the advisory function.
SECTION 8. POWERS OF TRUSTEES. The Trustees shall have all the powers
necessary, convenient, or appropriate to effectuate the purposes of the Trust
and may take any action which they deem necessary or desirable and proper to
carry out such purposes. Any determination of the purposes of the Trust made by
the Trustees in good faith shall be conclusive. In construing the provisions of
the Declaration, the presumption shall be in favor of the grant of powers to the
Trustees.
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Subject to the limitations contained in Article 1 hereof, the Trustees'
powers shall include the following:
(1) To purchase, acquire through the issuance of Shares in the Trust,
obligations of the Trust, or otherwise, and to mortgage, sell, acquire on lease,
hold, manage, improve, lease to others (including leases for the exploration for
and removal of oil, gas, hydrocarbon substances and minerals; and without
limitation as to the term of such lease, which may extend beyond the termination
of the Trust), option, exchange for real or personal property, release, and
partition interests in personal property and real estate interests of every
nature, including freehold, leasehold, mortgage, ground rent, and other
interests therein, and to erect, construct, alter, repair, demolish, or
otherwise change buildings and structures of every nature.
(2) To purchase, acquire through the issuance of Shares in the Trust,
obligations of the Trust, or otherwise, option, sell, and exchange stocks,
bonds, notes, certificates of indebtedness, and securities of every nature.
(3) To purchase, acquire through the issuance of Shares in the Trust,
obligations of the Trust, or otherwise, mortgage, sell, acquire on lease, hold,
manage, improve, lease to others, option, and exchange personal property of
every nature.
(4) To hold title to the property of the Trust as is provided in Article
4, Section 6, hereof.
(5) To borrow money for the purposes of the Trust and to give notes,
debentures, including debentures convertible into Shares, bonds, and other
negotiable or nonnegotiable instruments of the Trust therefor; to enter into
other obligations on behalf of and for the purposes of the Trust; and to
mortgage or pledge or cause to be mortgaged or pledged real and personal
property of the Trust to secure such notes, debentures, bonds, instruments, or
other obligations; and to subordinate the interests of the Trust in real and
personal property, or interests therein to such other persons and on such
conditions as is deemed desirable.
(6) To lend money oil behalf of the Trust and to invest the funds of the
Trust.
(7) To create reserve funds for such purposes as they deem advisable.
(8) To deposit funds of the Trust in banks and other depositories without
regard to whether such accounts will draw interest.
(9) To pay taxes and assessments imposed upon or chargeable against the
Trust or the Trustees by virtue of or arising out of the existence, property,
business, or activities of the Trust.
(10) To purchase, issue, sell, or exchange Shares of the Trust as provided
in Article 2 hereof. The good faith determination of the value of the
consideration received by the Trust shall be within the absolute discretion of
the Trustees.
(11) To adopt and, from time to time, amend Trustees' Regulations which may
include but shall not be limited to provisions relating to the time, place, and
notice of meetings of the Trustees and of the Shareholders; record dates and
other matters relating to voting and the use of proxies; designation,
appointment and compensation of representatives and agents and their number,
duties, powers, authorities, and qualifications; the conditions for replacing
lost, mutilated, or stolen Shares; and the procedure for amendment of the
Trustees' Regulations.
(12) To exercise with respect to property of the Trust all options,
privileges and rights, whether to vote, assent, subscribe, or convert, or of any
other nature; to grant proxies; and to participate in and accept securities
issued under any voting trust agreement.
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(13) To participate in any reorganization, readjustment, consolidation,
merger, dissolution, sale or purchase of assets, lease, or similar proceedings
of any corporation, partnership or other organization in which the Trust shall
have an interest and in connection therewith to delegate discretionary powers to
any reorganization, protective, or similar committee and to pay assessments and
other expenses in connection therewith.
(14) To engage or employ agents, representatives, and employees of any
nature, or independent contractors, including, without limiting the generality
of the foregoing, Transfer Agents for the transfer of Shares in the Trust,
Registrars, underwriters for the sale of Shares in the Trust, independent
certified public accountants, attorneys at law, appraisers, and real estate
agents and brokers; and to delegate to one or more Trustees, agents,
representatives, employees, independent contractors, or other persons such
powers and duties as the Trustees deem appropriate. The same persons may be
employed in multiple capacities and may receive compensation from the Trust in
as many capacities as they may be engaged or employed by the Trust, and if
Trustees serve in such capacities they may receive compensation in addition to
that provided in Article 4, Section 1 hereof.
(15) To determine conclusively the allocation between capital and income of
the receipts, holdings, expenses, and disbursements of the Trust, regardless of
the allocation which might be considered appropriate in the absence of this
provision.
(16) To determine conclusively the value from time to time and to revalue
the real estate, securities, and other property of the Trust, in accordance with
such appraisals or other information as they deem satisfactory.
(17) To compromise or settle claims, questions, disputes, and controversies
by, against, or affecting the Trust.
(18) To solicit proxies of the Shareholders.
(19) To adopt a fiscal year for the Trust and to change such fiscal year.
(20) To adopt and use a seal.
(21) To merge or consolidate or otherwise amalgamate the Trust or any
successor thereto with or into any other trust or corporation engaged or to be
engaged in business activities, substantially similar to those engaged in by the
Trust, subject to the provisions of Article 3, Section 2(6).
(22) To deal with the Trust property in every way, including the entering
into joint ventures, partnerships, and any other combinations or associations,
that it would be lawful for an individual to deal with the same, whether similar
to or different from the ways herein and hereinabove specified.
SECTION 9. TRUSTEES' RIGHT TO OWN SHARES IN TRUST. A Trustee may acquire,
hold, and dispose of Shares in the Trust for his individual account and may
exercise all rights of a Shareholder to the same extent and in the same manner
as if he were not a Trustee. After the commencement of any public offering of
the Shares of the Trust, the Trustees may purchase Shares only at the current
offering price then prevailing in connection with such public offering, less all
or any part of the selling or other commission as may be agreed with the
Distributor.
SECTION 10. TRANSACTIONS WITH AFFILIATES. The Trust shall not engage in
transactions with any Trustee, director, officer, or any person affiliated with
such person, except to the extent that each such transaction has, after
disclosure of such affiliation, been approved or ratified by the affirmative
vote of a majority of the Trustees not affiliated with the person who is party
to the transaction and:
(a) The transaction is fair and reasonable to the Trust and its
Shareholders.
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(b) The terms of such transaction are at least as favorable as the terms
of any comparable transactions made on an arms length basis and known to the
Trustees.
(c) The total consideration is not in excess of the appraised value of the
property being acquired, if an acquisition is involved.
(d) Payments to the investment advisor, its affiliates and the Trustees
for services rendered in a capacity other than that of investment advisor or
Trustees may only be made upon a determination that:
(1) The compensation is not in excess of their compensation paid for
any comparable services; and
(2) The compensation is not greater than the charges for comparable
services available from others who are competent and not affiliated with any of
the parties involved.
SECTION 11. NONLIABILITY OF TRUSTEES. No Trustee shall be liable
individually for any act or omission of any other Trustee or agent or
representative of the Trust, or for negligence, error in judgment, or any act or
omission except his own wilful misfeasance, bad faith, or gross negligence in
the conduct of his duties.
Every act or thing done or omitted, and every power exercised or obligation
incurred by the Trustees or any of them in the administration of the Trust or in
connection with any business or property of the Trust whether ostensibly in
their own names or in their trust capacity, shall be deemed done, omitted,
exercised, or incurred by them as Trustees and not as individuals; and upon any
debt, claim, demand, judgment, decree, or obligation of any nature whatsoever
against or incurred by the Trustees in their capacities as such, whether founded
upon contract, tort or otherwise, resort shall be had solely to the property of
the Trust.
Nothing contained in the Declaration shall protect a Trustee or agent or
representative of the Trust against liability to the Trust or to the
Shareholders for wilful misfeasance, gross negligence or bad faith in the
conduct of his duties.
SECTION 12. INDEMNIFICATION OF TRUSTEES. The Trust shall indemnify and
hold harmless each Trustee from and against all claims and liabilities, whether
they proceed to judgment or are settled, to which such Trustee may become
subject by reason of his being or having been a Trustee, or by reason of any
action alleged to have been taken or omitted by him as Trustee, and shall
reimburse him for all legal and other expenses reasonably incurred by him in
connection with any such claim or liability; provided, however, that no Trustee
shall be indemnified or reimbursed under the foregoing provisions in relation to
any matter unless it shall have been adjudicated that his action or omission did
not constitute wilful misfeasance, bad faith, or gross negligence in the conduct
of his duties, or, unless, in the absence of such an adjudication, the Trust
shall have received a written opinion from independent counsel, approved by the
Trustees, to the effect that if the matter of wilful misfeasance, bad faith, or
gross negligence in the conduct of duties had been adjudicated, it would have
been adjudicated in favor of such Trustee. The rights accruing to a Trustee
under these provisions shall not exclude any other right to which he may be
lawfully entitled, nor shall anything herein contained restrict the right of the
Trust to indemnify or reimburse such Trustee in any proper cause even though not
specifically provided for herein; provided, that no Trustee may satisfy any
right of indemnity or reimbursement granted herein or to which he may be
otherwise entitled except out of the property of the Trust and no Shareholder
shall be personally liable with respect to any claim of a Trustee for indemnity
or reimbursement. Notwithstanding any of the provisions hereof, however, no
Trustee shall be indemnified for any liability which he personally may have
under the provisions of the Securities Act of 1933.
SECTION 13. PERSONS DEALING WITH TRUSTEES. Any act of the Trustees
purporting to be done in their capacity as such, or by agents or representatives
of the Trustees under authority from the Trustees shall, as
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to other persons dealing with such Trustees, agents, or representatives be
conclusively deemed to be within the purposes of the Trust and within the powers
of the Trustees. No person dealing with the Trustees or any of them, or with
their authorized agents or representatives, shall be bound to see to the
application of any funds or property passing into their hands or control.
The receipt of the Trustees or any of them, or of their authorized agents
or representatives, for monies or other consideration paid or delivered to any
of them shall be effectual discharges to persons paying or delivering the same.
SECTION 14. ADMINISTRATIVE POWERS OF TRUSTEES. The Trustees shall have
power to pay from the assets of the Trust the expenses of organization and
administration of the Trust, including all legal and other expenses in
connection with the preparation and carrying out of the plan for the formation
of the Trust, the acquisition of properties thereunder and the issuance of
Shares thereunder; and to employ such officers, experts, counsel, managers,
salesmen, agents, workmen, clerks and other persons as they think best, and fix
their compensation and define their duties. Any Trustee may be so employed, and
if so employed may receive special or additional compensation therefor.
ARTICLE 5
DURATION AND TERMINATION
OF TRUST
SECTION 1. TERMINATION OF TRUST. The Trust shall, unless sooner
terminated as provided hereinafter, continue in existence until such time as all
of its assets have been liquidated and distributed to the Shareholders. The
Trust may be terminated at any time by the Trustees (subject to the requirements
of Article 3, Section 2(6) hereof) or, if the Trustees have not so terminated
the Trust, a vote or written consent of the holders of a majority of the issued
and outstanding Shares.
In the event that it shall be finally determined by a court of competent
jurisdiction in any state in which the Trust shall own property that the holding
of such property is or shall be in contravention of a law, whether statutory or
otherwise, similar to the common law "rule against perpetuity", then with
respect to property affected thereby, unless this Trust shall be earlier
terminated as provided in this Section 1 of this Article 5, it shall continue
only until the expiration of 21 years after the death of the last survivor of
the following named persons:
Austin G. Anderson
William Borsari
Roger P. Kuppinger
Jay W. Pauly
Gregory M. Simon
R. Randall Woods
In connection with any termination of the Trust, the Trustees, upon receipt
of such releases or indemnity as they deem necessary for their protection may:
(1) Sell and convert into cash the property of the Trust and distribute
the net proceeds among the Shareholders ratably; or
(2) Convey the property of the Trust to one or more persons, entities,
trusts, or corporations for consideration consisting in whole or in part of
cash, shares of stock, or other property of any kind, and distribute the net
proceeds among the Shareholders ratably, at valuations fixed by the Trustees, in
cash or in kind, or partly
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in cash and partly in kind; provided that the proposal to proceed as described
in this clause (2) shall have been set forth in the written approval of the
Shareholders holding a majority of the Shares issued and outstanding.
Upon termination of the Trust and distribution to the Shareholders as
herein provided, a majority of the Trustees shall execute and lodge among the
records of the Trust an instrument in writing setting forth the fact of such
termination, and the Trustees shall thereupon be discharged from all further
liabilities and duties hereunder, and the right, title, and interest of all
Shareholders shall cease and be cancelled and discharged.
SECTION 2. ORGANIZATION AS A CORPORATION. Whenever the Trustees deem it
for the best interests of the Shareholders that the Trust be organized as a
corporation and such action shall have been approved as in Article 3, Section
2(5) provided, the Trustees shall have full power to organize such corporation,
under the laws of such State as they may consider appropriate, in the place and
stead of the Trust without procuring-the further consent of any of the
Shareholders, in which event the capital stock of such corporation shall be and
remain the same as fixed under this Agreement and Declaration and the
Shareholders shall receive and accept stock in such corporation on the same
basis as they hold Shares in the Trust.
ARTICLE 6
AMENDMENTS
SECTION 1. WHEN NO SHARES ARE OUTSTANDING. At any time when no shares in
the Trust are outstanding, the Trustees may amend any provision of the
Declaration. A certificate signed by a majority of the Trustees, setting forth
such amendment and reciting that it was duly adopted by the Trustees, shall be
lodged among the records of the Trust and shall be conclusive evidence of such
amendment.
SECTION 2. WHEN SHARES ARE OUTSTANDING. As provided by Section 8-501 of
the Maryland Corporations and Associations Code, at any time when Shares in the
Trust are outstanding, the Declaration may be amended by the Trustees then in
office only with the vote or written consent of Shareholders owning a majority
of the issued and outstanding Shares. The vote or written consent of
Shareholders owning two-thirds (2/3) of the issued and outstanding Shares,
however, shall be required for any amendment reducing the amount payable to
Shareholders, upon liquidation or diminishing or eliminating Shareholder's
voting rights. A certificate signed by a majority of the Trustees setting forth
an amendment and reciting that it was duly adopted shall be lodged among the
records of the Trust and recorded or filed in each public office or registry in
which the Declaration shall be recorded or filed and shall be conclusive
evidence of such amendment, and any restatement of any provision of the
Declaration purported to be contained therein.
ARTICLE 7
MISCELLANEOUS
SECTION 1. APPLICABLE LAW. The laws of the State of Maryland shall govern
the construction, validity, and effect of the Declaration and the administration
of the Trust hereby created.
SECTION 2. HEADINGS FOR REFERENCE ONLY. Headings preceding the text,
articles, and sections hereof have been inserted solely for convenience and
reference, and shall not be construed to affect the meaning, construction, or
effect of the Declaration.
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SECTION 3. NAMES AND ADDRESSEES OF TRUSTEES. The names and addresses of
each Trustee are set forth on Exhibit A attached hereto and incorporated herein
by this reference.
SECTION 4. NAME AND ADDRESS OF RESIDENT AGENT. The name and address of
the resident agent is as follows:
Dianne F. Heckert, Director of Operations
c/o CorpAssist
Suite 9E
11 East Chase Street
Baltimore, Maryland 21202.
IN WITNESS WHEREOF this Declaration of Trust is being executed by the
Trustees on October ___, 1995.
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TRUSTEES
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EXHIBIT A TO DECLARATION OF TRUST
BOARD OF TRUSTEES
Austin G. Anderson 328 17th Street
Manhattan Beach, CA 90266
William Borsari 2859 Ocean Front Walk
San Diego, CA 92109
Roger P. Kuppinger A67 Surfside Avenue
Surfside, CA 90743
Jay W. Pauly 709 33rd Street
Manhattan Beach, CA 90266
Gregory M. Simon 3623 Roblar Avenue
Santa Ynez, CA 95608
R. Randall Woods 270 Glen Summer Road
Pasadena, CA 91105
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EXHIBIT 3.2
REAL ESTATE INVESTMENT TRUST OF MARYLAND
AMENDMENT TO DECLARATION OF TRUST
OCTOBER 11, 1995
WHEREAS, the REAL ESTATE INVESTMENT TRUST OF MARYLAND was formed under the
laws of the State of Maryland and has filed its Declaration of Trust with the
Maryland State Department of Assessments and Taxation on October 10, 1995; and
WHEREAS, it is deemed to be advisable and in the best interests of the
Trust that an additional trustee be named;
NOW, THEREFORE, pursuant to a written consent of the Trustees of Real
Estate Investment Trust of Maryland executed on October 11, 1995, that Article
5, Section 1 of the Declaration of Trust is amended to read as follows:
TERMINATION OF TRUST. The Trust shall, unless sooner
terminated as provided hereinafter, continue in existence
until such time as all of its assets have been liquidated
and distributed to the Shareholders. The Trust may be
terminated at any time by the Trustees (subject to the
requirements of Article 3, Section 2(6) hereof) or, if the
Trustees have not so terminated the Trust, a vote or written
consent of the holders of a majority of the issued and
outstanding Shares.
In the event that it shall be finally determined by a court
of competent jurisdiction in any state in which the Trust
shall own property that the holding of such property is or
shall be in contravention of a law, whether statutory or
otherwise, similar to the common law "rule against
perpetuity", then with respect to property affected thereby,
unless this Trust shall be earlier terminated as provided in
this Section 1 of this Article 5, it shall continue only
until the expiration of 21 years after the death of the last
survivor of the following named persons:
Austin G. Anderson
William Borsari
Roger P. Kuppinger
Jay W. Pauly
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Gregory M. Simon
W. J. Smith
R. Randall Woods
In connection with any termination of the Trust, the
Trustees, upon receipt of such releases or indemnity as they
deem necessary for their protection may:
(1) Sell and convert into cash the property of the
Trust and distribute the net proceeds among the Shareholders
ratably; or
(2) Convey the property of the Trust to one or more
persons, entities, trusts, or corporations for consideration
consisting in whole or in part of cash, shares of stock, or
other property of any kind, and distribute the net proceeds
among the Shareholders ratably, at valuations fixed by the
Trustees, in cash or in kind, or partly in cash and partly
in kind; provided that the proposal to proceed as described
in this clause (2) shall have been set forth in the written
approval of the Shareholders holding a majority of the
Shares issued and outstanding.
Upon termination of the Trust and distribution to the
Shareholders as herein provided, a majority of the Trustees
shall execute and lodge among the records of the Trust an
instrument in writing setting forth the fact of such
termination, and the Trustees shall thereupon be discharged
from all further liabilities and duties hereunder, and the
right, title, and interest of all Shareholders shall cease
and be cancelled and discharged.
RESOLVED FURTHER, that Exhibit A to the Declaration of Trust, incorporated
by Article 7, Section 3 of the Declaration of Trust, is amended to read as
follows:
EXHIBIT A
BOARD OF TRUSTEES
Austin G. Anderson 328 17th Street
Manhattan Beach, CA 90266
William Borsari 2859 Ocean Front Walk
San Diego, CA 92109
Roger P. Kuppinger A67 Surfside Avenue
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Surfside, CA 90743
Jay W. Pauly 709 33rd Street
Manhattan Beach, CA 90266
Gregory M. Simon 3623 Roblar Avenue
Santa Ynez, CA 95608
W.J. Smith 1301 Gary Way
Carmichael, CA 95608
R. Randall Woods 270 Glen Summer Road
Pasadena, CA 91105
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the
date herein first written above.
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Austin G. Anderson
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William Borsari
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Roger P. Kuppinger
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Jay W. Pauly
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Gregory M. Simon
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R. Randall Woods
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ACCEPTANCE OF POSITION AND APPROVAL BY NEW TRUSTEE
The undersigned hereby accepts his appointment as Trustee of the Trust
and hereby approves the amendments to the Declaration of Trust adopted above.
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W.J. Smith
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EXHIBIT 3.3
BYLAWS OF REGISTRANT
REAL ESTATE INVESTMENT TRUST OF MARYLAND
(A Maryland real estate investment trust)
BYLAWS
(as adopted October 11, 1995)
ARTICLE I
OFFICE AND RECORDS
SECTION 1. The principal office of the Trust shall be in Los Angeles
County, California, or in such other county as the Trustees shall from time to
time determine. The Trust may also have offices or places of business at such
other places as the Trustees may from time to time designate.
SECTION 2. Intentionally Omitted.
SECTION 3. The original or a certified copy of these Bylaws,
including all amendments, shall be kept at the principal office of the Trust and
be available during usual business hours for inspection and copying.
SECTION 4. The Trust shall keep correct and complete books and
records of accounts of its transactions, minutes and other records of the
proceedings of its Trustees or other actions and of any committees of such
Trustees.
SECTION 5. The Trust shall maintain at its principal office, or at
such other office or agency of the Trust as may be specified by the Trustees,
the original Share Ledger containing the names and addresses of all Shareholders
and the number of Shares held by each Shareholder.
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ARTICLE II
TRUSTEES
SECTION 1. The number of Trustees shall be seven (7).
SECTION 2. Meetings of the Trustees shall be held at the principal
office of the Trust or at such other place or places as may be fixed from time
to time by the Trustees.
SECTION 3. Regular meetings of the Trustees shall be held at such
times as the Trustees shall determine, but not less frequently than quarterly.
SECTION 4. Special meetings of the Trustees shall be held whenever
called by the Chairman of the Board of Trustees, Vice-Chairman of the Board of
Trustees, President or by any two (2) other Trustees, at such time and place as
may be designated in the notice of the meeting.
SECTION 5. At least six (6) days' written notice shall be given of
the time and place of any regular or special meeting of the Trustees. If the
notice is sent by mail or telegraph, it shall be deemed to have been given when
deposited in the mail or with the telegraph office for transmission. Notice of
an adjourned meeting need not be given if the time and place of the adjourned
meeting are announced at the meeting at which such adjournment action is taken.
SECTION 6. A majority of the Trustees in office shall constitute a
quorum for the transaction of business. The acts of a majority of the Trustees
present at a meeting at which a quorum is present shall be the acts of the
Trustees. In lieu of a meeting, the Trustees may take any action which would be
lawful if done at a meeting, by having a certificate describing such action
signed by the number of Trustees that would be required to vote for such action
at a meeting and depositing such certificate in the minute book of the Trust.
SECTION 7. A Trustee shall be deemed to be over seventy (70) years of
age as of December 31 of the year in which the Trustee attains the age of
seventy (70) years.
ARTICLE III
SHAREHOLDERS
SECTION 1. Meetings of the Shareholders shall be held at such place
as may be fixed by the Trustees.
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SECTION 2. The Annual Meeting of Shareholders for the election of
Trustees shall be held at 2 P.M., Pacific Time, on the second Monday of April in
each year, unless, by resolution, the Trustees shall from time to time fix some
other hour or date.
SECTION 3. Written notice setting forth the time, place and purpose
of each such Annual Meeting shall be given to each Shareholder of record at
least fifteen (15) days (but not more than forty-five (45) days) prior to the
date fixed for the meeting. Notice sent by mail shall be deemed given when it
is deposited in the mail addressed to the Shareholder at the address appearing
on the records of the Trust. Notice of an adjourned meeting need not be given
if the time and place of the adjourned meeting is announced at the meeting at
which such adjournment action is taken.
SECTION 4. In the event that all of the Trustees shall resign, die or
become incompetent, a special meeting of the Shareholders shall be called with
the same requirements as to notice, time, place and record date as herein
provided for Annual Meetings to elect Successor Trustees, except that the
meeting may be called and nominations of Trustees may be made by any person or
persons owning not less than ten percent (10%) of the issued and outstanding
Shares of record.
SECTION 5. The Chairman of the Board of Trustees, if any, or, if he
is not present, the Vice-Chairman of the Board of Trustees, if any, or, if he is
not present, the President or such other person as may be designated by the
Trustees, shall preside and the Secretary shall take the minutes at every
meeting of the Shareholders. In the absence of the Secretary, the Trustees
shall appoint one of their number, or such other person as they may select, to
act as Secretary of the meeting.
SECTION 6. A majority of the Shares in the Trust present in person or
by proxy shall constitute a quorum at a meeting of the Shareholders.
SECTION 7. Proxies shall be executed in writing and filed with the
Secretary or such other officer or office of the Trust as may be designated in
the notice of the meeting. No revocation of a proxy, whether by voluntary
action, death or incapacity of the shareholder granting it or otherwise, shall
be effective until notice thereof has been received by the Trust or one of the
Trustees. No proxy shall be valid more than one (1) year after its execution.
SECTION 8. Shares may be voted at the Annual Meeting or any Special
Meeting of the Shareholders as follows:
(a) Shares in the Trust registered in the name of a corporation may
be voted by an officer of the corporation or by a proxy appointed by an
officer, unless the Board of Directors of the corporation has, by
resolution, appointed a general or special proxy, and notice thereof has
been given to the Chairman of the Board of Trustees or the Secretary of the
Trust, in which case such other proxy may vote such shares.
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(b) Except as otherwise provided by law and as hereinafter provided
in the case of certain fiduciaries, shares in the Trust registered in the
name of two (2) or more persons jointly, or as tenants in common, or in
partnership, may be voted by any one (1) or more of such persons, either in
person or by proxy.
(c) Shares of the Trust registered in the names of executors of an
estate, trustees or guardians may be voted by a majority of such
fiduciaries, either in person or by proxy.
SECTION 9. The Trustees may appoint one or more Judges of Election,
who need not be Shareholders, to act at meetings of the Shareholders. If a
Judge of Election fails to appear or refuses to act at a meeting, the Chairman
of the Board of Trustees or other person designated to preside at the meeting of
the Shareholders shall appoint a substitute Judge of Election. The Judge of
Election shall determine the number of Shares in the Trust as of the applicable
record date, the number of Shares represented at the meeting, the existence of a
quorum and all questions relating to voting, and shall count the votes and shall
determine the results of any voting.
SECTION 10. For any lawful purpose, including but without being
limited thereto the determination of the Shareholders who are entitled to (a)
receive notice of and vote at a meeting of the Shareholders; (b) receive payment
of a distribution; and (c) participate in the execution of written approvals,
the Trustees may fix a record date. If no record date is fixed, the record date
for determining the Shareholders who are entitled to receive notice of or to
vote at a meeting of the Shareholders shall be the close of business on the 20th
day prior to the date of the meeting.
ARTICLE IV
OFFICERS AND AGENTS
SECTION 1. The officers of the Trust shall be a Chairman of the
Board, a Vice-Chairman of the Board, a President, a Secretary and a
Treasurer/Fiscal Agent. The Trustees may also appoint one (1) or more Vice
Presidents, one (1) or more Assistant Secretaries, one (1) or more Assistant
Treasurers and such other officers or agents as the Trustees shall determine to
be in the best interest of the Trust. Officers shall have the authority and
duties prescribed in these Bylaws and such other authority and duties as may be
prescribed by the Trustees. One (1) person may hold two (2) or more offices,
except for Chairman of the Board, Vice-Chairman of the Board or President.
SECTION 2. The Trustees may appoint a Chairman of the Board of
Trustees who may be one of the Trustees or may be a person who is not currently
a Trustee but has previously
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served as Chairman or President of the Trust prior to July 1, 1987. The
Chairman shall act as chairman and preside at all meetings of the Trustees and
the Shareholders and shall have the power to appoint committees of the Trustees
and to perform all administrative acts on behalf of the Trustees, except to the
extent that the Declaration of Trust specifically requires such acts to be
performed by a majority of all the Trustees. The Trustees may appoint a Vice-
Chairman of the Board of Trustees who shall have the same qualifications as the
Chairman of the Board of Trustees, and in the case of death, resignation,
absence or disability of the Chairman of the Board of Trustees, shall perform
the duties of the Chairman of the Board of Trustees.
SECTION 3. Subject only to the power and authority of the Board of
Trustees, and to such supervisory powers, if any, as may be given by the Board
of Trustees to the Chairman of the Board of Trustees, the President shall be the
principal executive agent of the Trust and as such shall administer the day-to-
day business and affairs of the Trust. Except as otherwise directed by the
Trustees, he may execute all contracts, leases, deeds, filings, reports and
other documents requiring execution by the Trust. in the absence of the Chairman
of the Board of Trustees and the Vice-Chairman of the Board of Trustees, he
shall preside at all meetings of the Trustees and the Shareholders.
SECTION 4. Except as otherwise directed by the Trustees, in the case
of death, resignation, absence or disability of the President, any Vice
Presidents, in order of their seniority, shall perform the duties of the
President.
SECTION 5. The Treasurer shall be the Fiscal Agent of the Trust and
shall have or provide for custody of the funds and securities of the Trust which
may come into his possession.
SECTION 6. The Secretary shall keep the minutes of all meetings of
the Trustees and the Shareholders in appropriate minute books and shall give all
notices on behalf of the Trust, including notice off the meetings of the
Trustees and the Shareholders. The Secretary shall keep, or cause to be kept,
at the principal executive office of the Trust's transfer agent, a Share
Registry or a duplicate Share Registry, showing the names of the Shareholders
and their addresses, the number and classes of Shares held by each, the numbers
and dates of certificates issued for the same and the number and date of
cancellation of every certificate surrendered for cancellation. Except as
otherwise directed by the Trustees, he shall perform all other customary duties
of a Secretary.
SECTION 7. The Trustees may fix such compensation as they deem
appropriate for the services rendered by the officers and agents appointed under
the authority of this ARTICLE IV.
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ARTICLE V
SHARES
SECTION 1. Each Certificate of Beneficial Interest or Share shall
state (a) that it represents units of Beneficial Interest in the Trust; (b) the
name of the registered owner of the units of Beneficial Interest represented
thereby; and (c) the number of Shares or units of Beneficial Interest that the
certificate represents.
SECTION 2. Each share certificate shall be signed by any two (2)
officers of the Trust authorized by the Trustees. If any such authorized
officer shall cease to be such prior to the issuance of a certificate signed by
him, such certificate may, nevertheless, be issued by the Trustees with the same
effect as if such officer had not ceased to be such at the date of its issuance.
SECTION 3. Transfer of Shares may be made on the Share Ledger of the
Trust only by the registered owner thereof or by an attorney duly authorized in
writing and upon surrender of the Share certificate properly endorsed, which
certificate shall be cancelled at the time of transfer. The Trustees may
prescribe the requirements for any transfer of Shares other than by an
assignment validly executed by the registered owner or his attorney duly
authorized as herein provided.
SECTION 4. The Trustees may appoint a Transfer Agent to be
responsible for the maintenance of the Share Registry and the transfer of all
Shares or the Trust may act as its own Transfer Agent.
SECTION 5. The holder of any Share or Certificate of Beneficial
Interest shall immediately notify the Trust of any mutilation, loss or
destruction thereof. The Trustees shall cause one or more new certificates for
the same number of Shares or units in the aggregate to be issued to such
Shareholder upon surrender of the mutilated certificate, or in the case of loss
or destruction of a certificate, upon satisfactory proof of such loss or
destruction of certificate and the deposit of indemnity by way of a bond or
otherwise in such form and amount and with such surety as the Trustees may
require, to indemnify the Trust against loss or liability by reason of the
issuance of such new certificate or certificates.
ARTICLE VI
MISCELLANEOUS
SECTION 1. The Fiscal Year of the Trust shall be the calendar year.
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SECTION 2. No Trustee, officer, representative or agent of the Trust
shall have power/or authority to borrow money in the Trust's behalf, to pledge
its credit or to buy, sell or mortgage its real property or securities except
within the scope and to the extent of authority expressly delegated by
resolution of the Trustees. Authority given by the Trustees for any of the
above purposes may be general in scope or limited to specific instances.
SECTION 3. The Trustees may, by resolution, designate the
representative or representatives of the Trust who shall be authorized to act as
signatory or signatories on the Trust's bank accounts and shall designate the
number of signatures required. Any such signatory may, but need not, be a
Trustee.
SECTION 4. Whenever any written notice is required to be given to the
Trustee or the Shareholders, a waiver thereof in writing signed by a person
entitled to such notice, whether before or after the time stated therein, shall
be deemed equivalent to the giving of such notice. Attendance of a person
either in person or by proxy at a meeting shall constitute a waiver of notice of
the meeting unless such person attends such meeting for the express purpose of
objecting to the transaction of any business because the meeting was not
lawfully called or convened.
SECTION 5. In the event that any provision in these Bylaws shall be
construed to be inconsistent with the provisions of the Declaration of Trust,
the provisions of the Declaration of Trust shall control.
ARTICLE VII
AMENDMENTS
SECTION 1. These Bylaws may be amended at any regular or special
meeting of the Trustees if notice of the proposed amendment is contained An the
notice of meeting. Amendments to these Bylaws may be made by the Trustees with
or without a meeting, by written instrument signed by all of the Trustees and
lodged among the records of the Trust.
CERTIFICATE OF SECRETARY
I, the undersigned, certify that I am the presently appointed and
acting Secretary of Real Estate Investment Trust of Maryland and that the
foregoing BYLAWS, consisting of seven (7) pages, are the BYLAWS as adopted
unanimous written consent of the Board of Trustees held on October 11, 1995.
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IN WITNESS WHEREOF, I have hereunto subscribed my name on
____________________.
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SECRETARY
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